VIZACOM, INC.
Glenpointe Centre East
300 Frank W. Burr Boulevard
Teaneck, New Jersey 07666
(201) 928-1001
September 18, 2000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form S-8 Registration Statement
Registration No.333-13063
Application to Withdraw Registration Statement
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Dear Sir or Madam:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended, Vizacom Inc. (the "Company") hereby requests the withdrawal of the
Company's Registration Statement on Form S-8 (Registration No.:333-13063) (the
"Old Registration Statement") filed with the Commission on September 30, 1996.
The Old Registration Statement 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.
Thus, the Old Registration Statement is duplicative. Prior to the filing of the
New Registration Statement, the Company had issued a total of 6,555 shares of
Common Stock under the Plan and the Old Registration Statement.
Please acknowledge your consent to this request for withdrawal of the Old
Registration Statement by forwarding to the Company a copy of the order of
withdrawal of the Old Registration Statement.
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If you have any questions or comments, with respect to this withdrawal
request, please contact either the Company's counsel, Neil M. Kaufman, Esq., of
Kaufman & Moomjian, LLC, at 50 Charles Lindbergh Boulevard - Suite 206, Mitchel
Field, New York 11553 (Telephone: 516- 222-5100), or the undersigned.
Very truly yours,
VIZACOM INC.
By: /s/Alan W. Schoenbart
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Alan W. Schoenbart
Vice President - Finance and
Chief Financial Officer
