Filed Pursuant to Rule No. 424(b)(3)
Registration No. 333-80181
Prospectus Supplement dated March 24, 2000
to Prospectus dated July 19, 1999
VIZACOM INC.
3,647,781 Shares of Common Stock
and
17,052 Warrants to Purchase Common Stock
This Prospectus Supplement updates the prospectus dated July 19, 1999 (the
"Prospectus") of Vizacom, Inc. (formerly, Software Publishing Corporation
Holdings, Inc.) (the "Company"). This Prospectus Supplement should be read in
conjunction with the Prospectus, which is to be delivered with this Prospectus
Supplement. All capitalized terms used but not defined in this Prospectus
Supplement shall have the meanings given them in the Prospectus.
The information in the table appearing under the heading "Selling
Securityholders" in the Prospectus is hereby amended to (i) update information
provided for Shaya Boymelgreen, an individual who was identified in the
Prospectus as a Selling Securityholder, to reflect a transfer of 110,000 Shares
to a charitable organization and the change in his beneficial ownership of the
Company as a result of such transfer; and (ii) include such charitable
organization, which was not identified in the Prospectus, as a Selling
Securityholder. The following table is based upon information provided by or on
behalf of the Selling Securityholders named below:
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Ownership of
Common Stock
Ownership Prior Amount After Sale of
to Sale Offered Hereby the Securities
------- -------------- --------------
Registered Registered
Selling Securityholder Shares Warrants Shares Warrants Number Percent
- ---------------------- ------ ---------- ------ ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Shaya Boymelgreen (10) . . . . . . . 100,000 -0- 100,000 -0- -0- -0-
Yitz Grossman, as trustee for. . . . 110,000 -0- 110,000 -0- -0- -0-
Hatzilainee, Inc. (62)
<FN>
(10) Acquired 210,000 Shares pursuant to a Subscription Agreement, dated
December 15, 1998, at a purchase price of $.40 per Share. Subsequently, on March
10, 2000, Mr. Boymelgreen transferred an aggregate of 110,000 Shares to Yitz
Grossman, as trustee for Hatzilainee, Inc., a charity organized under the laws
of the State of New York, for no consideration (see note (62) below).
(62) Received the Shares so listed as a donee of Mr. Boymelgreen (see note (10)
above).
</FN>
</TABLE>
<PAGE>
The securities offered hereby involve a high degree of risk. You should
carefully read and consider the "Risk Factors," commencing on page 6 of the
Prospectus 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 THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is March 24, 2000
