As filed with the Securities and Exchange Commission on October 2, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
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 Identification No.)
incorporation or organization)
GLENPOINTE CENTRE EAST, 300 FRANK W. BURR BOULEVARD, 7TH FLOOR,
TEANECK, NEW JERSEY 07666
(201) 928-1001
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MARK E. LEININGER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VIZACOM INC.
GLENPOINTE CENTRE EAST
300 FRANK W. BURR BOULEVARD
7TH FLOOR
TEANECK, NEW JERSEY 07666
(201) 928-1001
(Name, address, including zip code, and 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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to offering price aggregate registration
securities to be registered be registered per unit offering price fee
<S> <C> <C> <C> <C>
Common stock . . . . . . . 311,518 $ 1.44(1) $ 448,586(1) $ 119
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TOTAL. . . . . . . . . . . $ 119
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<FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933, based
upon the average of the high and low sale prices of the common stock on
September 27, 2000.
</FN>
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
The information contained in this preliminary prospectus is not complete and may
be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is declared effective. This
preliminary prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 2, 2000
PRELIMINARY PROSPECTUS
VIZACOM INC.
311,518 shares of common stock
This prospectus uses the "shelf" registration process. It covers 311,518
shares of our common stock owned by certain of our stockholders. These
stockholders are referred to as the "selling securityholders" in this
prospectus. The shares may be offered and sold from time to time by selling
securityholders and any pledgees and donees of the shares. Information regarding
the identities of the selling securityholders, the manner in which they acquired
their shares and the manner in which the shares are being offered and sold is
provided in the "Selling securityholders" and "Plan of distribution" sections of
this prospectus.
We will not receive any of the proceeds from the sale of the shares. We
have agreed to bear all of the expenses in connection with the registration and
sale of the shares, except for commissions, which expenses we estimate to be
$35,000.00.
Our common stock is currently traded on the Nasdaq SmallCap Market under
the symbol "VIZY" and listed on the Boston Stock Exchange under the symbol
"VZM." On September 27, 2000, the closing price of our common stock as reported
by Nasdaq was $1.50 per share.
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THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK.
YOU SHOULD CAREFULLY READ AND CONSIDER THE "RISK FACTORS" COMMENCING ON PAGE 6
FOR INFORMATION THAT SHOULD BE CONSIDERED IN DETERMINING WHETHER TO PURCHASE ANY
OF THE SECURITIES.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is , 2000
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<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. NO
ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE SECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE OFFER IS
NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF SUCH DOCUMENTS.
WHERE YOU CAN FIND MORE INFORMATION
Government filings. We are subject to the information reporting
requirements of the Securities Exchange Act of 1934. As such, we file annual,
quarterly and special reports, proxy statements and other documents with the
SEC. These reports, proxy statements and other documents may be inspected and
copied at the public reference facilities maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, and at the SEC's
regional offices located at Seven World Trade Center, Suite 1300, New York, New
York 10048, and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60601-2511. You may also obtain copies of such material by mail from the public
reference facilities of the SEC's Washington, D.C. offices, at prescribed rates.
Please call the SEC at 1-800-SEC-0330 for further information on their public
reference facilities. In addition, the SEC maintains a world wide web site that
contains reports, proxy and information statements and other information
regarding companies, including us, that file electronically with the SEC. The
address of the SEC's web site is "http://www.sec.gov."
Stock market. Our common stock is listed on The Nasdaq SmallCap Market and
the Boston Stock Exchange. Material filed by us can also be inspected and copied
at the offices of Nasdaq, at 1735 K Street, N.W., Washington, D.C. 20006, and
the Boston Stock Exchange, at 100 Franklin Street, Boston, Massachusetts 02110.
Vizacom. Our SEC filings are also available to you at our web site at
"http://www.vizacom.com." The other information contained on this website
or any other website is not part of this prospectus. The Internet addresses
contained in this paragraph and elsewhere in this prospectus are inactive
textual references only. Further, we will provide you without charge, upon your
request, with a copy of any or all reports, proxy statements and other documents
we file with the SEC, as well as any or all of the documents incorporated by
reference in this prospectus or the registration statement, other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents.
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<PAGE>
Requests for such copies should be directed to:
Vizacom Inc.
Attention: Investor Relations Department
Glenpointe Centre East
300 Frank W. Burr Boulevard
7th Floor
Teaneck, New Jersey 07666
Telephone number: (201) 928-1001
Information incorporated by reference. The SEC allows us to "incorporate by
reference" the information we file with the SEC, which means that:
- incorporated documents are considered part of this prospectus,
- we can disclose important information to you by referring you to
those documents, and
- information that we file after the date of this prospectus
with the SEC will automatically update and supersede information
contained in this prospectus and the registration statement.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act until this offering has been completed:
1. our Annual Report on Form 10-KSB, for the fiscal year ended December
31, 1999;
2. Amendment No. 1 on Form 8-K/A to our Current Report on Form 8-K (Date
of Report: February 15, 2000), filed with the SEC on April 17, 2000;
3. our Current Report on Form 8-K (Date of Report: February 28, 2000),
filed with the SEC on March 3, 2000;
4. Amendment No. 1 on Form 8-K/A to our Current Report on Form 8-K (Date
of Report: March 9, 2000), filed with the SEC on April 17, 2000;
5. Amendment No. 1 on Form 8-K/A to our Current Report on Form 8-K
(Date of Report: March 27, 2000), filed with the SEC on April 17,
2000;
6. our Quarterly Report on Form 10-QSB, for the quarter ended March 31,
2000;
7. our Current Report on Form 8-K (Date of Report: June 12, 2000), filed
with the SEC on June 21, 2000;
8. our Quarterly Report on Form 10-QSB, for the quarter ended June 30,
2000;
9. our Current Report in Form 8-K (Date of Report: August 17, 2000),
filed with the SEC on September 1, 2000; and
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10. the description of the common stock contained in our
Registration Statement on Form 8-A, declared effective on December
6, 1995, including any amendment(s) or report(s) filed for the purpose
of updating such description.
OUR BUSINESS
Vizacom is a provider of interactive professional internet solutions that
build the strategy, design, processes and customer support systems for companies
seeking to benefit from the use of internet-based technologies. We currently
operate nine offices in the United States, United Kingdom, and Germany. Our
solutions consist of business strategy consulting, creative graphic design and
branding, e-commerce and interactive assistance, web and network infrastructure
design and integration, and data center services. We also provide web-based
customer relationship support solutions through our web-enabled call center
operations, and we believe that these solutions differentiate us from competing
internet architect solutions providers. Additionally, we continue to operate our
historical software business, in which we develop and sell visual communication
computer software products and market third-party computer software products.
Our professional internet solutions are intended to assist our clients in
improving their business systems and efficiencies, enhancing their customer
relationships, promoting revenue-generating opportunities, and marketing and
branding their businesses, products and services. We gained our competencies in
business consulting, creative design and branding, and web and network
infrastructure design and integration through our recent acquisitions of
Renaissance Multimedia, Junction 15 and PWR Systems. These three companies are
collectively referred to as Vizy Interactive. We also recently developed
web-based customer relationship support solutions, which are provided through
our multinational call center operation, known as Dialog24. Dialog24 was
developed from our established telemarketing operations utilizing state of the
art licensed technology which provides real-time chat, audio and video over
internet protocol.
Our professional internet solutions consist of the following services:
- business consulting, in which we conceptualize, develop and guide the
strategy and implementation of a client's electronic business model
and objectives;
- web site creative graphic design and branding, in which we
produce the graphic design and interactivity of a web site and
promote a client's online brand and market presence;
- e-commerce and interactive assistance, in which we assist with the
various elements and scope of projects;
- web and network design and integration, in which we design
and develop the technology components of the client's network
connectivity and its internet, intranet or extranet, integrate a
company's internet, intranet or extranet to legacy systems, and
provide authorized value-added reseller services of network,
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internet, intranet and extranet technology products and other
digital communication equipment; and
- web-based customer relationship support solutions, to
facilitate real-time human interaction between an electronic business
and its customers to provide and enhance online customer satisfaction
and promote e-commerce revenues, by allowing customers interested
in purchasing products or navigating one of our clients' web
sites to communicate with one of our call center agents in a
choice of five languages in real time through text-based chat,
voice and video over internet protocol.
Clients of our Vizy Interactive business primarily consist of small and
mid-sized companies, divisions and local offices of large, multi-national
corporations, and early stage internet ventures. Current Vizy Interactive
clients include Petrossian Paris, SoBe Beverage, MTV Networks, The Harbour Club,
Phillips Van-Heusen, Sony Music, and several additional domestic and
internationally recognized companies.
We believe that our professional internet solutions business possesses
several competitive advantages. We believe that as the professional internet
solutions industry and market matures, electronic businesses will increasingly
demand the broad spectrum of customer support solutions that we currently offer.
We also believe that our industry-specific knowledge and local implementation
abilities allow us to effectively service the business objectives of companies
concerned with presenting an online brand that is consistent with the values of
their locale. Additionally, we believe that our international operations and
presence will continue to facilitate relationships with interactive companies
that we may target for acquisition or strategic alliance.
We intend to continue to grow the geographic reach of our professional
internet solutions business through a disciplined acquisition strategy that
focuses on acquiring interactive companies with reputable and established
clientele, aggressive and innovative boutique cultures, and talented,
experienced management. Our acquisition strategy is to purchase companies or
their operations for a purchase price that will allow us to achieve positive
earnings before income taxes, depreciation and amortization, or EBITDA, with
respect to such entities, within a reasonable period of time.
We continue to develop and market visual communications consumer software
products that operate on Windows-based operating systems for personal and
networked computers. Our current flagship software products include SERIF
PAGEPLUS 6, HARVARD GRAPHICS PRO PRESENTATIONS, SERIF DRAWPLUS 4 and SERIF
PHOTOPLUS 6. We expect to commence marketing of new upgrades of SERIF PAGEPLUS
and HARVARD GRAPHICS in Fall 2000. In connection with our software
business, we also operate VISUALCITIES.COM, a destination web site providing
information and products of interest to our software product users and other
visual communications computer users. We expect to defer continued development
of VisualCities.com at least until internet bandwidth increases sufficiently to
facilitate electronic delivery of our complex software programs. Additionally,
we market a number of hardware and software products manufactured by third
parties. As a result of declining demand and margins for digital cameras in the
first quarter of 2000, we discontinued the sale of third-party digital cameras
in the
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second quarter of 2000, except for promotional activities and the liquidation
of existing inventories.
Through our Serif subsidiaries, which we acquired in August 1996, we have
over ten years of experience in software development and multinational
telemarketing. We believe the SERIF brand and product line is highly regarded
and well-known throughout the United Kingdom. Through our Software Publishing
Corporation subsidiaries, which we acquired in December 1996, we own the HARVARD
GRAPHICS brand and product line. We believe the HARVARD GRAPHICS brand is
internationally recognized as a pioneer in computer software applications,
particularly presentation graphics software. We believe our reputation as a
developer of pioneering software products and intellectual property gives us
competitive advantages that may allow us to penetrate other software markets,
including markets for software that promote e-commerce and support e-businesses.
RISK FACTORS
THE SECURITIES OFFERED IN THIS PROSPECTUS ARE SPECULATIVE AND INVOLVE A
HIGH DEGREE OF RISK. ONLY THOSE PERSONS ABLE TO LOSE THEIR ENTIRE INVESTMENT
SHOULD PURCHASE ANY OF THE SECURITIES. PRIOR TO MAKING AN INVESTMENT DECISION,
YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND CONSIDER, ALONG WITH OTHER MATTERS
REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS.
WE HAVE INCURRED LOSSES TO DATE AND THERE IS NO ASSURANCE THAT WE WILL BECOME
PROFITABLE.
We have been unprofitable since our inception in July 1992 and may continue
to incur operating losses for the foreseeable future. For the six months ended
June 30, 2000, we had a loss of approximately $4,139,000. For the year ended
December 31, 1999, we had a net loss attributable to common stockholders of
approximately $5,683,000. For the year ended December 31, 1998, we had a loss of
approximately $2,407,000. Our operating losses may increase as we:
- develop our interactive e-commerce services business,
- develop, produce and distribute additional products and services,
- de-emphasize other products and services,
- implement our growth strategy, which is expected to include
investments required to accelerate the growth of acquired companies,
- develop our Internet commerce network, and
- operate in a multi-currency marketplace.
No assurance can be given that we will ever become profitable nor, if we
obtain profitability, that we would thereafter maintain profitability.
WE HAD A WORKING CAPITAL DEFICIT AT JUNE 30, 2000 AND BELIEVE WE WILL NEED TO
RAISE ADDITIONAL CAPITAL.
We had a working capital deficiency of approximately $2,986,000 at June 30,
2000. We believe that over the next twelve months, we will need to raise at
least $4,500,000 to meet
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currently anticipated liquidity and capital expenditure requirements and to
implement our business plan objectives. We intend to seek additional financing
through one or more debt, equity, or convertible securities offerings. There can
be no assurance that we will be successful in completing any such financing(s),
or that the terms of any such financing(s) will be beneficial to us or our
stockholders.
WE HAVE LIMITED EXPERIENCE AS AN E-COMMERCE MARKETER AND SERVICE PROVIDER.
Our historical operations have been as a developer and marketer of software
products, primarily visual communication applications. We have only recently
focused our resources on competing in the e-commerce services market. This has
been primarily accomplished by the offering of our telemarketing, direct
marketing, call center and fulfilment services to third party e-commerce and
other businesses and our acquisitions of Renaissance Multimedia, Junction 15 and
PWR Systems. Accordingly, there is little historical information on which you
can base an evaluation of our new businesses and prospects.
As an e-commerce services company, we face risks and uncertainties that are
different than the risks and uncertainties we faced and continue to face with
our software operations. To address these new risks and uncertainties, we must,
among other things, do the following:
- continue to raise working capital to be able to compete effectively
in the e-commerce services market with well-funded competition,
- attract, integrate, retain and motivate qualified personnel,
- maintain and enhance our brands,
- successfully execute our business acquisition and marketing
strategy,
- continue to develop and upgrade our technology and information
processing systems,
- provide superior customer service, and
- respond to competitive developments.
We may be unable to accomplish one or more of these things, which could
cause our business to suffer. In addition, accomplishing one or more of these
things may be very expensive, which could adversely affect our ability to
achieve profitability and thereafter operate profitably.
WE ANTICIPATE SIGNIFICANT EXPANSION WHICH, IF NOT MANAGED CORRECTLY, COULD
HARM OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Our business strategy calls for us to aggressively pursue acquisitions of
e-commerce solutions companies. To address potential growth in our business
operations and market opportunities and in executing our business strategies, we
may experience a period of significant expansion in:
- the number of our employees,
- our facilities,
- our infrastructure, and
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- the number of countries in which we maintain operations.
We expect this anticipated expansion will place a significant strain on our
management, operational and financial resources.
WE MAY BE UNABLE TO IMPLEMENT OUR ACQUISITION GROWTH STRATEGY, WHICH COULD HARM
OUR BUSINESS AND COMPETITIVE POSITION.
Our business strategy includes making strategic acquisitions of other
companies or businesses, including e-commerce solutions providers, web site
designers, systems integrators and other firms. Our continued growth will depend
on our ability to identify and acquire, on acceptable terms, companies that
complement or enhance our businesses. The competition for acquisition candidates
is intense and we expect this competition to increase. There is no assurance
that we will identify and successfully compete for appropriate acquisition
candidates or complete acquisitions at reasonable purchase prices, in a timely
manner or at all. Further, we may not be able to realize the anticipated results
of future acquisitions. In implementing our acquisition growth strategy, we may
encounter:
- costs associated with incomplete acquisitions,
- expenses, delays and difficulties of integrating acquired companies
into our existing organization,
- the impact of amortizing goodwill and other intangible assets of
acquired companies on our statement of income,
- dilution of the interest of existing stockholders if we issue our
stock in making acquisitions or if we sell our stock to raise cash
for acquisitions,
- diversion of management's attention,
- increases in our expenses in order to advertise and promote acquired
companies and their and our products and services,
- unusual impacts on our financial condition due to the timing
of acquisitions, and
- expenses of any undisclosed or potential legal liabilities of an
acquired company.
Any of these matters could have a material adverse effect on our business,
results of operations and financial condition.
ACQUISITIONS COULD RESULT IN OPERATING DIFFICULTIES AND OTHER HARMFUL
CONSEQUENCES TO US.
If appropriate opportunities present themselves, we intend to acquire
businesses, technologies, services or products. The process of integrating the
operations of any acquisition, including our recent acquisitions of Renaissance
Multimedia, Junction 15 and PWR Systems, may create unforeseen operating
difficulties and expenditures and is itself risky.
To the extent we use cash consideration for acquisitions in the future, we
may need to obtain additional financing which may not be available on favorable
terms or at all. To the extent our management must devote significant time and
attention to the integration of technology, operations, businesses and personnel
as a result of these acquisitions, our ability to service current customers and
attract new customers may suffer. In addition, our senior
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management faces the difficult and potentially time consuming challenge of
implementing uniform standards, controls, procedures and policies throughout our
operating units, including future acquisitions. We could also experience
financial or other setbacks if any of the acquired businesses experience
unanticipated problems. Further, we may experience disputes with the sellers of
acquired businesses and may fail to retain key acquired personnel. In addition,
we may experience a decline in employee morale and retention issues resulting
from changes in compensation, reporting relationships, future prospects, or the
direction of the business.
Moreover, the anticipated benefits of any or all of these acquisitions may
not be realized. Future acquisitions could result in the incurrence of debt,
contingent liabilities and amortization expenses related to goodwill and other
intangible assets, each of which could have a material adverse effect on our
operating results and financial position.
FAILURE TO OBTAIN IRS CLOSING AGREEMENT COULD RESULT IN LARGE TAX PAYMENT.
In September 1997, we applied for a closing agreement with the IRS pursuant
to which we would become jointly and severally liable for Software Publishing
Corporation's tax obligations upon occurrence of a "triggering event" requiring
recapture of dual consolidated losses previously utilized by SPC. Such closing
agreement would avoid SPC's being required to recognize a tax of approximately
$8.0 million on approximately $24.5 million of SPC's pre- acquisition dual
consolidated losses. We have received notification from the IRS that the IRS
determined not to act on our application until SPC submitted additional filings
pertaining to pre- acquisition filings made by SPC. We have submitted these
filings in an application for relief. We believe that, if the IRS accepts the
application for relief, and the re-application for a closing agreement is made,
the IRS should agree to a closing agreement. However, no assurance can be given
that the IRS will do so, and any failure to do so could result in the
recognition of this tax liability. Should such a closing agreement be obtained,
under certain circumstances, a future acquirer of SPC or us also may be required
to agree to a similar closing agreement in order to avoid the same tax
liability. This could have a material adverse effect on our future ability to
sell SPC. The report of our auditors covering our December 31, 1999 consolidated
financial statements contains a paragraph emphasizing these dual consolidated
losses.
WE MUST CONTINUE TO DEVELOP OUR VISUALCITIES.COM WEB SITE IN ORDER TO MAKE IT
COMPETITIVE.
Only a limited number of expected functions are currently operational on
our VISUALCITIES.COM web site. In order to attract and maintain visitors to the
web site, we must complete our development, including, adding additional
functions.
OUR SOFTWARE REVENUES MAY CONTINUE TO DECLINE.
We have experienced a decline in software revenues, primarily from our
North American software operations, including in our 1999 fiscal year. We
believe that we must continue to enhance our software products, develop
additional products, license successful products, create strategic alliances,
implement successful marketing programs and reduce operating costs of our
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software business, in order to remain competitive in the software industry. No
assurance can be given that we will be able to do so in a commercially
successful manner.
WE MAY BE DELISTED FROM THE NASDAQ STOCK MARKET.
We have received a number of requests for information and documentation
from The Nasdaq Stock Market's Listing Investigations unit. While we have
responded to these requests, we may receive further requests to which we may be
unable to respond, particularly with respect to information about certain third
parties with whom we transacted business. In addition, Nasdaq has advised us
that, upon review of our responses, its staff may take any action that may be
appropriate under Nasdaq's Marketplace Rules, including the removal of our
common stock from listing on The Nasdaq Stock Market in accordance with Rule
4300 and Rule 4330(a)(3). In such an event, we expect that our common stock will
continue to trade on the Boston Stock Exchange and would be eligible to trade on
the OTC Electronic Bulletin Board. A delisting of our common stock from Nasdaq
could have an adverse effect on the market price of our common stock and the
ability and capacity of persons to acquire or sell shares of our common stock.
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FORWARD-LOOKING STATEMENTS
Statements contained in this prospectus include "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Forward- looking statements involve known and unknown
risks, uncertainties and other factors which could cause our actual results,
performance and achievements, whether expressed or implied by such
forward-looking statements, not to occur or be realized. Such forward-looking
statements generally are based upon our best estimates of future results,
performance or achievement, based upon current conditions and the most recent
results of operations. Forward-looking statements may be identified by the use
of forward-looking terminology such as "may," "will," "expect," "believe,"
"estimate," "anticipate," "continue" or similar terms, variations of those terms
or the negative of those terms. Potential risks and uncertainties include, among
other things, such factors as:
- the market acceptance and amount of sales of our products and
services,
- the success of our expansion into internet and other interactive
e-commerce solutions offerings, such as web site design, web-enabled
customer service and systems integration,
- our success in integrating the operations of acquired
companies, including Renaissance Multimedia, Junction 15 and PWR
Systems, into a coordinated and complementary operation,
- our ability to retain an active user base, attract new users and
maintain customer satisfaction for our software products,
- the extent that our direct marketing operations achieve
satisfactory response rates,
- the competitive environment within the industries in which we
operate, our ability to raise additional capital,
- the extent to which we are successful in developing, acquiring
or licensing products which are accepted by the market,
- our ability to attract and retain qualified personnel,
- business and consumer trends,
- the cost-effectiveness of our product development activities, and
- the other factors and information disclosed and discussed in other
sections of this prospectus.
Investors should carefully consider such risks, uncertainties and other
information, disclosures and discussions which contain cautionary statements
identifying important factors that could cause actual results to differ
materially from those provided in the forward-looking statements. We undertake
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
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USE OF PROCEEDS
The proceeds from the sale of the shares by the selling securityholders
will belong to the individual selling securityholders. We will not receive any
of the proceeds from the sale of the shares.
PRICE RANGE OF COMMON STOCK
Our common stock has traded on the Nasdaq SmallCap Market under the symbol
"VIZY" since August 2, 1999. Our common stock traded on the Nasdaq SmallCap
Market under the symbol "SPCOD" from May 28, 1998 through June 24, 1998, under
the symbol "SPCOC" from October 23, 1998 through January 14, 1999, and otherwise
from January 28, 1997 through August 1, 1999 under the symbol "SPCO." Our common
stock also has traded on the Boston Stock Exchange under the symbol "VZM" since
August 2, 1999 and under the symbol "SPO" from January 20, 1997 through August
1, 1999. The following table sets forth the range of high and low bid prices
for our common stock for the periods indicated as derived from reports furnished
by The Nasdaq Stock Market, adjusted to reflect our one-for-three reverse stock
split effective on May 27, 1998. Such adjustment has been made by multiplying
the closing prices by three and does not necessarily reflect the prices for our
common stock had such reverse stock split occurred prior to the periods
indicated. The information reflects inter-dealer prices, without retail
mark-ups, mark-downs or commissions and may not necessarily represent actual
transactions.
<TABLE>
<CAPTION>
High Low
-------- -------
Fiscal 1998
-----------
<S> <C> <C>
First quarter . . . . . . . . . . . . 2-13/16 1-1/2
Second quarter. . . . . . . . . . . . 3 1-3/8
Third quarter . . . . . . . . . . . . 1-5/8 5/8
Fourth quarter. . . . . . . . . . . . 1-1/8 9/16
Fiscal 1999
-----------
First quarter . . . . . . . . . . . . 1-31/32 15/16
Second quarter. . . . . . . . . . . . 4-7/16 1-21/32
Third quarter . . . . . . . . . . . . 4-1/4 2-1/4
Fourth quarter. . . . . . . . . . . . 4 2-1/8
Fiscal 2000
-----------
First quarter . . . . . . . . . . . . 9-3/4 3
Second quarter. . . . . . . . . . . . 6-1/4 2-1/8
Third quarter (through
September 27, 2000) . . . . . . . . 2-15/16 1-1/32
</TABLE>
12
<PAGE>
As of September 27, 2000, the closing price of our common stock as reported
on Nasdaq was $1.50. As of the close of business on September 27, 2000, we had
737 stockholders of record. We estimate, based upon surveys conducted by our
transfer agent in connection with our 2000 Annual Meeting of Stockholders, that
we have approximately 5,000 beneficial holders of our common stock.
The market for our common stock is highly volatile. The trading price of
our common stock could widely fluctuate in response to, among other things:
- quarterly variations in our operating and financial results,
- announcements of technological innovations or new products by us or
our competitors,
- changes in prices of our products or our competitors' products
and services,
- changes in the product mix of our sales,
- changes in our revenue and revenue growth rates as a whole or for
individual geographicareas, business units, products or product
categories,
- responses to our strategies concerning e-commerce and the
Internet,
- unscheduled system interruptions,
- our ability to timely develop, introduce and market new products,
as well as enhanced versions of our current products,
- additions or departures of key personnel,
- announcements of technological innovations or new services by us or
our competitors,
- changes in financial estimates, opinions or ratings by
securities analysts,
- conditions or trends in the Internet and online commerce
industries,
- changes in the market valuations of other Internet or e-commerce
service companies,
- developments in Internet regulations,
- announcements by us or our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments,
- sales of our common stock or other securities in the open
market, and
- other events or factors that may be beyond our control.
The stock market has from time to time experienced extreme price and volume
fluctuations which have particularly affected the market price for the
securities of many software and Internet companies which often have been
unrelated to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of our common stock.
13
<PAGE>
DIVIDEND POLICY
We have never paid cash dividends on our capital stock and do not
anticipate paying cash dividends in the foreseeable future. We currently intend
to retain any future earnings for reinvestment in our business. Any future
determination to pay cash dividends will be at the discretion of our board of
directors and will be dependent upon our financial condition, results of
operations, capital requirements and other relevant factors.
SELLING SECURITYHOLDERS
An aggregate of 311,518 shares may be offered for sale and sold pursuant to
this prospectus by the selling securityholders. The shares are to be offered by
and for the respective accounts of the selling securityholders and any pledgees
or donees of the selling securityholders. We have agreed to register all of the
shares under the Securities Act and to pay all of the expenses in connection
with such registration and sale of the shares, other than underwriting discounts
and selling commissions and the fees and expenses of counsel and other advisors
to the selling securityholders. We will not receive any proceeds from the sale
of the shares by the selling securityholders.
Information with respect to the selling securityholders and the shares is
set forth in the following table. None of the selling securityholders has had
any material relationship with us within the past three years, except as noted
in the following table.
<TABLE>
<CAPTION>
Amount and nature of
beneficial ownership
Shares Number of of common stock
owned prior shares offered after sale of
to sale hereby the securities
-------------- ---------------- ----------------------
Selling securityholder
---------------------- Number Percent
------ -------
<S> <C> <C> <C> <C>
Aurel Leven (1). . . . . . . . . . . . . 21,798 21,798 -0- -0-
Helaba (Schweiz) Landesbank
Hesaen-Thuringen AG (1). . . . . . . . 65,000 65,000 -0- -0-
Pershing Keen Nominees Limited (2) . . . 224,720 224,720 -0- -0-
--------------
<FN>
(1) Purchased the offered shares at $4.45 per share in a private placement
which commenced in March 2000.
(2) Acquired the 224,720 shares offered for sale as an assignee of an entity
which acquired the shares at $4.45 per shares in a private placement
which commenced in March 2000.
</FN>
</TABLE>
14
<PAGE>
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be sold by the selling
securityholders or by pledgees and donees of the selling securityholders for
their respective own accounts. We will receive none of the proceeds from this
offering. The selling securityholders will pay or assume brokerage commissions
or other charges and expenses incurred in the sale of the shares.
The distribution of the shares by the selling securityholders is not
subject to any underwriting agreement. The selling securityholders may sell
their shares covered by this prospectus through customary brokerage channels,
either through broker-dealers acting as agents or brokers, or through
broker-dealers acting as principals, who may then resell the shares, or at
private sale or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
selling securityholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions, commissions, or fees from the
selling securityholders and/or purchasers of the shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Any broker-dealers that participate with the selling
securityholders in the distribution of the shares may be deemed to be
underwriters and any commissions received by them and any profit on the resale
of the shares positioned by them might be deemed to be underwriting discounts
and commissions within the meaning of the Securities Act, in connection with
such sales.
Any shares covered by the prospectus that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this prospectus.
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital stock currently consists of 60,000,000 shares of
common stock, $.001 par value per share, 1,939,480 shares of serial preferred
stock, par value $.001 per share, of which 1,500 shares have been designated
Class A preferred stock, 1,000 shares have been designated as Class C preferred
stock and 100,000 shares have been designated junior participating preferred
stock, and 60,520 shares of Class B voting preferred stock, Series A, par value
$.001 per share.
The following description of our capital stock is subject to and qualified
by our certificate of incorporation and by-laws which are included as exhibits
to our registration statement of which this prospectus forms a part and by
applicable provisions of Delaware Law.
15
<PAGE>
COMMON STOCK
As of September 27, 2000, there were 12,375,257 shares of our common stock
outstanding held of record by approximately 5,000 beneficial stockholders. Our
common stock is currently listed on The Nasdaq SmallCap Market under the trading
symbol "VIZY" and also traded on the Boston Stock Exchange under the symbol
"VZM." Holders of our common stock are entitled to one vote for each share owned
on all matters submitted to a vote of stockholders. Holders of our common stock
also are entitled to receive cash dividends, if any, declared by our board of
directors out of funds legally available therefor, subject to the rights of any
holders of preferred stock. Holders of our common stock do not have
subscription, redemption, conversion or preemptive rights. Each share of our
common stock is entitled to participate pro rata in any distribution upon
liquidation, subject to the rights of holders of preferred stock.
Holders of our common stock are entitled to elect all of our directors. Our
board of directors consists of three classes, each of which serves for a term of
three years. At each annual meeting of the stockholders the directors in only
one class will be elected. The holders of our common stock do not have
cumulative voting rights, which means that the holders of more than half of the
shares voting for the election of a class of directors can elect all of the
directors of such class and in such event the holders of the remaining shares
will not be able to elect any of such directors.
CLASS A 14% CUMULATIVE NON-CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES A
Holders of our Class A preferred stock are entitled to (a) cumulative
dividends of $140 per share per annum, payable semi-annually on June 30 and
December 31 of each calendar year, commencing on June 30, 1999, (b) a
liquidation preference of $1,000 per share and (c) the right to elect one
director in the event we fail to tender in full three consecutive semi-annual
dividend payments. In addition, we have the right to redeem the Class A
preferred stock, in part or whole, at any time, upon payment of $1,300 per share
of Class A preferred stock plus any accrued and unpaid dividends on the Class A
preferred stock so redeemed. We currently have no shares of Class A preferred
stock outstanding.
CLASS B VOTING PREFERRED STOCK
Holders of Class B preferred stock are entitled to ten votes on each matter
subject to stockholder approval. Holders of our Class B preferred stock also are
entitled to vote together with holders of our common stock on all matters, other
than, pursuant to the Delaware General Corporation Law, with respect to
proposals to increase the number, par value or powers, preferences or special
rights of authorized shares of our common stock. Shares of Class B preferred
stock have no right to dividends and have a liquidation preference of $.001 per
share. We currently have no shares of Class B voting preferred stock issued and
outstanding.
16
<PAGE>
CLASS C 11% CUMULATIVE NON-CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES A
Holders of shares of Class C preferred stock are entitled to (a) cumulative
dividends of $110 per share per annum, payable semi-annually on June 30 and
December 31 of each calendar year, commencing on June 30, 1999, (b) a
liquidation preference of $1,000 per share and (c) the right to elect one
director in the event we fail to tender in full three consecutive semi-annual
dividend payments. In addition, we have the right to redeem the Class C
preferred Stock, in part or whole, at any time, upon payment of $1,000 per share
of Class C preferred Stock plus any accrued and unpaid dividends on the Class C
preferred stock so redeemed. We currently have no shares of Class C preferred
stock outstanding.
JUNIOR PARTICIPATING PREFERRED STOCK
The junior preferred stock has preferential voting, dividend and
liquidation rights over our common stock. On March 31, 1998, we declared a
dividend distribution, payable on April 30, 1998, of one preferred share
purchase right on each share of our common stock. Each right, when exercisable,
entitles its registered holder to purchase from us one one-thousandth of a share
of junior preferred stock at a price of $1.00 per one one-thousandth of a share
(subject to adjustment). The one one-thousandth of a share is intended to be the
functional equivalent of one share of our common stock. The rights will not be
exercisable or transferable apart from our common stock until an acquiring
person, as defined in our rights agreement with American Stock Transfer & Trust
Company, acquires 20% or more of the voting power of our common stock or
announces a tender offer that would result in 20% ownership. We are entitled to
redeem these rights, at $.001 per right, any time before a 20% position has been
acquired. Under certain circumstances, including the acquisition of 20% of our
common stock, each right not owned by a potential acquiring person will entitle
its holder to purchase, at the right's then-current exercise price, shares of
our common stock having a market value of twice the right's exercise price.
Holders of a right will be entitled to buy stock of an acquiring person at a
similar discount if, after the acquisition of 20% or more of our voting power,
we are involved in a merger or other business combination transaction with
another person in which its common shares are changed or converted, or we sell
50% or more of our assets or earning power to another person. The rights expire
on April 20, 2008. We currently have no shares of junior preferred stock
outstanding.
SERIAL PREFERRED STOCK
Our board of directors is authorized by our certificate of incorporation to
issue up to 1,939,480 shares of one or more series of serial preferred stock,
including the 1,500 authorized shares of Class A preferred stock, 1,000
authorized shares of Class C preferred stock and 100,000 authorized shares of
junior preferred stock. Except for the Class A preferred stock, Class C
preferred stock and junior preferred stock, no shares of serial preferred stock
have been authorized for future issuance by our board. In addition, we have no
present plans to issue any such shares, except with respect to the issuance of
100,000 shares of junior preferred stock upon the occurrence, if ever, of events
requiring their issuance. In the event that our board of directors does issue
additional shares of serial preferred stock, it may exercise its discretion in
establishing the terms of such serial preferred stock. In the exercise of such
discretion, our board of directors
17
<PAGE>
may determine the voting rights, if any, of the series of serial preferred
stock being issued, which could include the right to vote separately or as a
single class with our common stock and/or other series of serial preferred
stock; to have more or less voting power per share than that possessed by our
common stock or other series of serial preferred stock; and to vote on certain
specified matters presented to the stockholders or on all of such matters or
upon the occurrence of any specified event or condition. On our liquidation,
dissolution or winding up, the holders of serial preferred stock may be entitled
to receive preferential cash distributions fixed by our board when creating the
particular series thereof before the holders of our common stock are entitled to
receive anything. Serial preferred stock authorized by our board of directors
could be redeemable or convertible into shares of any other class or series of
our capital stock.
The issuance of serial preferred stock by our board of directors could
adversely affect the rights of holders of our common stock by, among other
things, establishing preferential dividends, liquidation rights or voting
powers. The issuance of serial preferred stock could be used to discourage or
prevent efforts to acquire control of us through the acquisition of shares of
our common stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is American Stock
Transfer and Trust Company, 40 Wall Street, New York, New York 10005. American
Stock Transfer's telephone number is (212) 936-5100.
EXPERTS
Our consolidated financial statements as of December 31, 1999, and for the
two years then ended, have been incorporated by reference from our Annual Report
on Form 10-KSB for the year ended December 31, 1999 in this prospectus and in
the registration statement in reliance upon the report of Richard A. Eisner &
Company, LLP, independent auditors, on their audit of our financial statements,
and, in part, on the report of Ernst & Young, independent auditors of the
financial statements of one of our wholly owned subsidiaries, Serif (Europe)
Limited, as of December 31, 1999 and for the two years then ended, incorporated
by reference herein, given upon the authority of these firms as experts in
accounting and auditing. The report of Richard A. Eisner & Company, LLP covering
the December 31, 1999 consolidated financial statements also contains an
emphasis paragraph discussing a federal income tax matter.
The combined financial statements of PWR Systems as of December 31, 1999
and 1998 and for the two years then ended, incorporated by reference from our
Annual Report on Form 10- KSB for the year ended December 31, 1999, have been
audited by Deloitte & Touche LLP, independent auditors, given upon the authority
of this firm as experts in accounting and auditing.
The consolidated financial statements of Renaissance Computer Art Center,
Inc. as of December 31, 1999, and for the year then ended, have been
incorporated by reference from our Annual Report on Form 10-KSB for the year
ended December 31, 1999 in this prospectus and in
18
<PAGE>
the registration statement in reliance upon the report of Richard A. Eisner
& Company, LLP, independent auditors, given upon the authority of this firm as
experts in accounting and auditing.
The financial statements of Junction 15 as of December 31, 1999, and for
the year then ended, have been incorporated by reference in this prospectus and
in the registration statement in reliance upon the report of Silver Levene,
independent auditors, given upon the authority of this firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of our common stock offered hereby will be passed upon for us
by Kaufman & Moomjian, LLC, Mitchel Field, New York. Neil M. Kaufman, Esq., one
of our directors and a member of Kaufman & Moomjian, LLC, owns 56,737 shares of
our common stock and options to purchase 340,000 shares of our common stock. In
addition, another member of Kaufman & Moomjian, LLC owns 2,500 shares of our
common stock and options to purchase 33,000 shares of our common stock.
19
<PAGE>
================================================================================
PROSPECTIVE INVESTORS MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE INVESTORS WITH
DIFFERENT OR ADDITIONAL INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR
IS IT SEEKING AN OFFER TO BUY IN ANY JURISDICTION WHERE SUCH OFFER, OR SALE IS
NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS
OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF THESE SHARES.
----------------
TABLE OF CONTENTS
Where you can find more information. . . . . . . . . . . . . . . . . . . . . 2
Our business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Forward-looking statements . . . . . . . . . . . . . . . . . . . . . . . . . 11
Use of proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Price range of common stock. . . . . . . . . . . . . . . . . . . . . . . . . 12
Dividend policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Selling securityholders. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Plan of distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Description of capital stock . . . . . . . . . . . . . . . . . . . . . . . . 15
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Legal matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
================================================================================
================================================================================
311,518 shares
VIZACOM INC.
--------------
Prospectus
--------------
---------------
, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the distribution, all of which are to be borne by
the Registrant, are as follows:
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . $ 119.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . 5,000.00 *
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . 5,000.00 *
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . . . 20,000.00 *
Printing and Engraving . . . . . . . . . . . . . . . . . . . . 1,000.00 *
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . 3,881.00 *
-----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 35,000.00 *
--------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the provisions of the Certificate of Incorporation and By-Laws of the
Registrant, each person who is or was a director or officer of Registrant shall
be indemnified by the Registrant as of right to the fullest extent permitted or
authorized by the General Corporation Law of Delaware. Under such law, to the
extent that such person is successful on the merits of defense of a suit or
proceeding brought against such person by reason of the fact that such person is
a director or officer of the Registrant, such person shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action. If unsuccessful in defense of a third-party civil suit, or if
a criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement, if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful. If unsuccessful
in defense of a suit brought by or in the right of the Registrant, or if such
suit is settled, such a person shall be indemnified under such law only against
expenses (including attorneys' fees) incurred in the defense or settlement of
such suit if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of such person's duty to the
Registrant, such person cannot be made whole even for expenses unless the court
determines that such person is fairly and reasonably entitled to be indemnified
for such expenses.
II-1
<PAGE>
The officers and directors of the Registrant are covered by officers' and
directors' liability insurance. The policy coverage is $3,000,000, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $200,000. The Registrant has
entered into Indemnification Agreements with each of its executive officers and
directors. The Agreements provide for reimbursement for all direct and indirect
costs of any type or nature whatsoever (including attorneys' fees and related
disbursements) actually and reasonably incurred in connection with either the
investigation, defense or appeal of a Proceeding, as defined, including amounts
paid in settlement by or on behalf of an Indemnitee, as defined.
ITEM 16. EXHIBITS.
Number Description
------ -----------
3.1 Composite of Certificate of Incorporation of the Company, as amended
to date. (Incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K (Date of Report: July 1, 1999) (Commission
File Number: 1-14076), filed with the Commission on July 15, 1999.).
3.2 By-laws of the Company, as amended. (Incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-KSB (Commission
File Number: 1-14076), for the year ended December 31, 1997, filed
with the Commission on April 16, 1998.).
4 Specimen Common Stock Certificate. (Incorporated by reference to
Exhibit 4.1 to the Company's Annual Report on Form 10-KSB (Commission
File Number: 1-14076), for the year ended December 31, 1997, filed
with the Commission on April 15, 1998.).
5 Opinion and consent of Kaufman & Moomjian, LLC.
23.1 Consent of Ernst & Young.
23.2 Consent of Richard A. Eisner & Company, LLP.
23.3 Consent of Silver Levene.
23.4 Consent of Deloitte & Touche, LLP.
23.5 Consent of Kaufman & Moomjian, LLC. (Included in legal opinion filed
as Exhibit 5.).
24 Powers of Attorney (set forth on the "Signatures" page to this
Registration Statement).
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any of the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission (the "Commission") such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling
II-2
<PAGE>
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
- (a) include any prospectus required by Section 10(a)(3) of
the Securities Act;
- (b) reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or most recent
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(c) Include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, the undertakings set forth in clauses (1)(a) and (1)(b)
above shall not apply if the information required to be included in a
post-effective amendment by such clauses is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in the
Registration Statement.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering; and
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of the offering.
The Registrant hereby further undertakes that it will for determining any
liability under the Securities Act, treat the information omitted from the form
of prospectus filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed
II-3
<PAGE>
by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act as part of this Registration Statement as of the time the
Commission declared it effective.
The Registrant hereby further undertakes that, for purposes of determining
liability under the Securities Act, each of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The Registrant hereby further undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
II-4
<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 of the
requirements for filing on Form S-3 and has duly caused this Registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Teaneck, State of New Jersey, this 2nd 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 2, 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
----------------------------- (Principal Executive Officer)
Mark E. Leininger
/s/ Alan W. Schoenbart Vice President - Finance, Chief Financial Officer
----------------------------- (Principal Accounting and Financial Officer)
Alan W. Schoenbart
/s/ Marc E. Jaffe Chairman of the Board, Secretary and Director
-----------------------------
Marc E. Jaffe
/s/ Vincent DiSpigno Director, Vice President and Chief Operating
----------------------------- Officer
Vincent DiSpigno
Director, Vice President and Chief Information
----------------------------- Officer
David N. Salav
/s/ Norman W. Alexander Director
-----------------------------
Norman W. Alexander
/s/ Neil M. Kaufman Director
-----------------------------
Neil M. Kaufman
/s/ Francis X. Murphy Director
-----------------------------
Francis X. Murphy
II-5
<PAGE>
EXHIBIT INDEX
Number Description
------ -----------
3.1 Composite of Certificate of Incorporation of the Company, as amended
to date. (Incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K (Date of Report: July 1, 1999) (Commission
File Number: 1-14076), filed with the Commission on July 15, 1999.).
3.2 By-laws of the Company, as amended. (Incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-KSB (Commission
File Number: 1-14076), for the year ended December 31, 1997, filed
with the Commission on April 16, 1998.).
4 Specimen Common Stock Certificate. (Incorporated by reference to
Exhibit 4.1 to the Company's Annual Report on Form 10-KSB (Commission
File Number: 1-14076), for the year ended December 31, 1997, filed
with the Commission on April 15, 1998.).
5 Opinion and consent of Kaufman & Moomjian, LLC.
23.1 Consent of Ernst & Young.
23.2 Consent of Richard A. Eisner & Company, LLP.
23.3 Consent of Silver Levene.
23.4 Consent of Deloitte & Touche, LLP.
23.5 Consent of Kaufman & Moomjian, LLC. (Included in legal opinion filed
as Exhibit 5.).
24 Powers of Attorney (set forth on the "Signatures" page to this
Registration Statement).
II-6
