As filed with the Securities and Exchange Commission on October 16, 2000
Registration No. 333-13063
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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. OUTSIDE DIRECTOR AND ADVISOR STOCK OPTION 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 September 30, 1996, Vizacom Inc. (the "Company") filed a registration
statement on Form S-8 (No. 333-13063)(the "Old Registration Statement"), which
registered 500,000 shares of the common stock, par value $.001 per share (the
"Common Stock"), of the Company issuable under the Company's Outside Director
and Advisor Stock Option 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 (Registration No.: 333-82951) (the "New
Registration Statement") on July 15, 1999, registering all of the shares of
Common Stock issuable 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 500,000 shares of Common Stock
registered under the Old Registration Statement.
[The remainder of this page left intentionally blank.]
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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 No. 1 to the Registration
Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 1 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 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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