As filed with the Securities and Exchange Commission on October 16, 2000
Registration No. 333-19169
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIZACOM INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3270045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
GLENPOINTE CENTRE EAST
300 FRANK W. BURR BLVD.
TEANECK, NEW JERSEY 07666
(Address of Principal Executive Offices) (Zip Code)
VIZACOM INC. 1994 LONG TERM INCENTIVE PLAN
(Full title of the plan)
MARK E. LEININGER, PRESIDENT
VIZACOM INC.
GLENPOINTE CENTRE EAST
300 FRANK W. BURR BOULEVARD
TEANECK, NEW JERSEY 07666
(Name and address of agent for service)
(201) 928-1001
(Telephone number, including area code, of agent for service)
copy to:
NEIL M. KAUFMAN, ESQ.
KAUFMAN & MOOMJIAN, LLC
50 CHARLES LINDBERGH BOULEVARD - SUITE 206
MITCHEL FIELD, NEW YORK 11553
(516) 222-5100
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<PAGE>
Deregistration of Securities
On January 2, 1997, Vizacom Inc. (the "Company") filed a registration statement
on Form S-8 (No. 333-19169) (the "Old Registration Statement"), which registered
3,000,000 shares of the common stock, par value $.001 per share (the "Common
Stock"), of the Company issuable under the Company's 1994 Long Term Incentive
Plan (the "Plan"). Subsequent to the filing of the Old Registration Statement,
the Company increased the number of shares of Common Stock issuable under the
Plan. In connection with such increase in the number of shares of Common Stock
issuable under the Plan, the Company filed a new registration statement on Form
S-8 (No. 333-82959) (the "New Registration Statement"), which registered
5,000,000 shares of Common Stock issable under the Plan, including the shares
previously registered under the Old Registration Statement. This Post-Effective
Amendment No. 1 to the Old Registration Statement deregisters the 3,000,000
shares of Common Stock registered under the old Registration Statement.
[The remainder of this page left intentionally blank.]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing this Post-Effective Amendment to the Registration
Statement on Form S-8 and has duly caused this Post-Effective Amendment to the
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Teaneck, New Jersey on the 12th day
of October, 2000.
VIZACOM INC.
By: /s/ Mark E. Leininger
-------------------------------------
Mark E. Leininger
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed on
October 12, 2000 by the following persons in the capacities indicated. Each
person whose signature appears below constitutes and appoints Mark E. Leininger
and Marc E. Jaffe, and each of them, with full power of substitution, his/her
true and lawful attorney-in-fact and agent to do any and all acts and things in
his/her name and on his/her behalf in his/her capacities indicated below which
either of them may deem necessary or advisable to enable Vizacom Inc. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement including specifically, but not limited to, power and
authority to sign for him/her in his/her name in the capacities stated below,
any and all amendments (including post-effective amendments) thereto, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in such
connection, as fully to all intents and purposes as we might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agent, or their substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.
/s/ Mark E. Leininger
----------------------------- President, Chief Executive Officer and Director
Mark E. Leininger (Principal Executive Officer)
/s/ Alan W. Schoenbart Vice President - Finance, Chief Financial
----------------------------- Officer (Principal Accounting and Financial
Alan W. Schoenbart Officer
/s/ Marc E. Jaffe
----------------------------- Chairman of the Board, Secretary and Director
Marc E. Jaffe
/s/ Vincent DiSpigno
----------------------------- Director, Vice President and Chief Operating
Vincent DiSpigno Officer
/s/ David N. Salav
----------------------------- Director, Vice President and Chief Information
David N. Salav Officer
----------------------------- Director
Norman W. Alexander
/s/ Neil M. Kaufman
----------------------------- Director
Neil M. Kaufman
/s/ Francis X. Murphy
----------------------------- Director
Francis X. Murpny
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