SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2000
VIZACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 1-14076 22-3270045
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
Glenpointe Center East
300 Frank W. Burr Boulevard
Teaneck, New Jersey 07666
(Address of principal executive offices) (Zip Code)
(201) 928-1001
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Effective February 28, 2000, we, Vizacom Inc., entered into an agreement to
acquire PC Workstation Rentals, Inc., d/b/a PWR Systems, a Long Island, New
York-based designer and integrator of Internet, intranet and extranet systems
and other computer networks and value-added-reseller of computer and digital
communication equipment.
The acquisition agreement, an Agreement and Plan of Merger, dated as of
February 28, 2000, contemplates that our acquisition consideration will be paid
in cash and shares of our common stock. The cash portion will be paid at the
closing of the transaction in the form of a cash payment to the PWR stockholders
of $1 million and the delivery to the PWR stockholders of our promissory notes
in the aggregate principal amount of $500,000 payable over twelve months. These
notes are to be convertible into shares of our common stock, at a conversion
price of $3.00 per share. The stock portion will be in the form of 1,500,000
shares of our common stock. The 1,500,000 shares of our common stock issued at
closing will be subject to lock-up agreements between each PWR stockholder and
us.
The acquisition agreement provides for an increase in the acquisition
consideration of up to $350,000 per year for the three-year period following the
closing of the acquisition, based upon increases in PWR's earnings before
interest, taxes, depreciation and amortization.
All of the shares of our common stock that may be issued in the
transaction, including those issued upon conversion of the notes delivered at
closing, will be issued in reliance upon an exemption from registration under
the Securities Act of 1933. As a result, these shares will be subject to
restrictions on transfer under the applicable provisions of the Securities Act
of 1933. In accordance with the acquisition agreement, at the closing, we will
enter into a registration rights agreement in which we will grant the PWR
stockholders one demand and customary piggy-back registration rights.
Closing of the acquisition is subject to (a) our receipt of gross proceeds
of at least $5 million from the sale of our equity securities, (b) our entering
into three year employment agreements with each of PWR's executive officers and
sole stockholders, Vincent DiSpigno and David N. Salav, and (c) other customary
conditions to closing of the type normally found in similar acquisition
agreements.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Listed below are all exhibits to this Current Report on Form 8-K.
Exhibit
Number Description
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99.1 Press Release, dated February 29, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 3, 2000
VIZACOM INC.
By: /s/ Alan W. Schoenbart
-----------------------------------
Alan W. Schoenbart
Vice President - Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release, dated February 29, 2000.
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VIZACOM INC.
Media and Investor Contact:
Wendy Bost
[email protected]
201-928-1001 x12
FOR IMMEDIATE RELEASE
VIZACOM INC. TO ACQUIRE
SYSTEMS INTEGRATOR PWR SYSTEMS
NEXT STEP IN ROLL UP OF INTERNET
DEVELOPMENT E-SERVICES PROVIDERS
Teaneck, New Jersey - February 29, 2000 - Vizacom Inc. (NASDAQ: VIZY), a
multinational provider of end-to-end e-commerce solutions, today announced
that it has agreed to acquire PC Workstation Rentals, Inc. d/b/a PWR Systems
("PWR Systems"), a privately-held, interactive Web integrator of Internet-,
intranet- and extranet-enabling systems and networks based in Long Island, New
York. The Company expects the acquisition to add systems integration to
Vizacom's e-commerce solutions, which include Internet site development and
additional services that complete the development, marketing, customer service
and fulfillment requirements of Internet businesses.
"We are enormously pleased to enter into this agreement with PWR Systems,"
said Mark E. Leininger, President and CEO of Vizacom Inc. "As part of our roll
up strategy of U.S. and European e-services providers, we believe that PWR
will strengthen our ability to provide leading-edge back-end integration of
Web-enabling technologies in conjunction with the Web site design, branding
and Internet business building services of those interactive agencies that we
have begun to acquire."
PWR Systems, whose clients include True North Communications, Young & Rubicam,
American Lawyer Media, and Sony Music, was recently cited for its growth
potential by significant industry leaders. Sm@rt Reseller Magazine selected
the company as one of the
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channel's Sm@rt 50 Companies, which is awarded to "today's most innovative and
successful solutions providers." Inc. 500 Magazine also listed PWR Systems 385
on its list of the fastest growing private companies in the U.S.. Deloitte &
Touche also recently named PWR Systems as the third fastest growing technology
company on Long Island and as one of the 500 fastest growing technology
companies in the U.S..
"We expect that by joining an exciting and growing company like Vizacom, PWR
Systems will be very well-positioned to realize its strategic growth
objectives," said David Salav, President of PWR Systems.
Under terms of an agreement, PWR Systems, currently generating over $15
million in revenue, is expected to be acquired in a common stock and cash
transaction for an undisclosed sum. The acquisition is subject to Vizacom
Inc.'s closing of $5 million in financing and other customary conditions to
closing, the satisfaction of which there can be no assurance. David Salav and
Vincent DiSpigno will remain PWR Systems' President and Vice President,
respectively, and will join Vizacom Inc.'s Board of Directors as well as
become Vice Presidents of Vizacom Inc., under three-year employment contracts.
About PWR Systems
Founded in 1990, PWR Systems (www.pwrsystems.com) provides complete and
interactive solutions to its clients' Internet and Intranet technology
enabling requirements. Services include systems analysis and design,
value-added software and hardware product purchase and integration, systems
and network implementation, and long-term maintenance.
"Internet businesses must constantly evolve technologically to stay
competitive," said Vincent DiSpigno, Vice President of PWR Systems. "PWR
Systems continually strives to develop innovative, value-added services that
meet the ongoing technology requirements of our corporate clients, many of
which have utilized our reseller services for years and now want our
assistance to re-purpose their businesses to the Internet."
PWR Systems is headquartered in Bohemia, New York, and has offices in New York
City, Boston, Massachusetts, and Warren, New Jersey.
About Vizacom Inc.
Vizacom Inc. (www.vizacom.com) has taken several steps in recent months to
expand its traditional direct marketing and computer software publishing
businesses to become a provider of multinational, multilingual
business-to-business and business-to-consumer e-commerce services. The Company
currently provides marketing, warehousing and fulfillment services, and has
partnered with CosmoCom to begin providing multi-lingual Web-enabled call
center services in the near future through its telemarketing and fulfillment
centers in New Hampshire, US, Nottingham, UK, and Aachen, Germany. The
acquisition of NYC-based Renaissance Multimedia in February 2000, as well as
the planned acquisitions of London-based Junction 15 Ltd. and Long Island,
NY-based PWR Systems are intended to add Internet business development
services to the Company's turnkey e-commerce solutions. Vizacom also operates
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VisualCities.com (www.visualcities.com), a consumer Internet commerce network
that provides a targeted online resource to the multibillion dollar "visual
communications" software and hardware market.
Safe Harbor Statement
Except for historical information, the matters set forth herein which are
forward-looking statements involve certain risks and uncertainties that could
cause actual results to differ. Potential risks and uncertainties include, but
are not limited to, the market acceptance and amount of sales of the Company's
products and services, the extent that the Company's direct marketing
operations achieve satisfactory response rates, the ability of the Company to
obtain sufficient supplies of marketable products and services, the
competitive environment within the Company's industries, the Company's ability
to raise additional capital, the Company's ability to develop, acquire or
license marketable products, services and successful businesses, the success
of the Company's expansion into Internet service offerings and other Internet
programs such as Web site design, Web-enabled customer service, systems
integration and other e-commerce services, the extent that the Company is able
to generate e-commerce revenues from, build membership in, and implement
technological enhancements to, its VisualCities.com Internet commerce network,
and the Company's ability to integrate the operations of its businesses.
Investors are directed to consider other risks and uncertainties as discussed
in documents filed by the Company with the SEC.
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