As filed with the Securities and Exchange Commission on September 29, 2000
Registration No.
-------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 BOULEVARD, SEVENTH FLOOR
TEANECK, NEW JERSEY 07666
(Address of principal executive offices) (Zip Code)
VIZACOM INC. 2000 EQUITY INCENTIVE PLAN
(Full title of the Plan)
MARK E. LEININGER, PRESIDENT
VIZACOM INC.
GLENPOINTE CENTRE EAST
300 FRANK W. BURR BOULEVARD, SEVENTH FLOOR
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
Securities to be registered be registered per unit(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share
(the "Common Stock") 15,000,000 $1.44 $21,600,000 $5,703
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) promulgated under the Securities Act of 1933, as amended,
(the "Securities Act"), based upon the average of the high and low sales
prices for the Common Stock on September 27, 2000.
(2) Pursuant to Rule 416, there are also being registered such indeterminable
number of additional shares of Common Stock as may become issuable pursuant
to anti-dilution provisions contained in the Vizacom Inc. 2000 Equity
Incentive Plan.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be sent
or given to employees (as such term is defined in paragraph 1(a) of General
Instructions A to Form 8-K) as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Vizacom Inc. (the "Registrant") hereby incorporates by reference the
documents listed below and any future filings the Registrant 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. The description of the Common Stock contained in the
Registrant's 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;
2. The Registrant's Annual Report on Form 10-KSB, for the fiscal
year ended December 31, 1999;
3. The Registrant's Current Report on Form 8-K (Date of Report:
February 15, 2000), as amended by Amendment No.1 on Form 8-K/A;
4. The Registrant's Current Report on Form 8-K (Date of Report:
February 28, 2000);
5. The Registrant's Current Report on Form 8-K (Date of Report:
March 9, 2000), as amended by Amendment No.1 on Form 8-K/A;
6. The Registrant's Current Report on Form 8-K (Date of Report:
March 27, 2000), as amended by Amendment No.1 on Form 8-K/A;
7. The Registrant's Quarterly Report on Form 10-QSB, for the quarter
ended March 31, 2000;
8. The Registrant's Current Report on Form 8-K (Date of Report: June
12, 2000);
9. The Registrant's Quarterly Report on Form 10-QSB, for the quarter
ended June 30, 2000; and
10. The Registrant's Current Report on Form 8-K (Date of Report:
August 17, 2000).
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Kaufman & Moomjian, LLC ("K&M"), Mitchel Field, New York.
Neil M. Kaufman, Esq., a director of the Registrant and a member of K&M,
owns 56,737 shares of Common Stock and options to purchase 340,000 shares of
Common
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Stock. Another member of K&M owns 2,500 shares of Common Stock and options
to purchase 33,000 shares of Common Stock.
Item 6. 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.
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 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Number Description
------ -----------
4 Vizacom Inc. 2000 Equity Incentive Plan
5 Opinion and consent of Kaufman & Moomjian, LLC
23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion filed
as Exhibit 5)
23.2 Consent of Ernst & Young
23.3 Consent of Richard A. Eisner & Company, LLP
23.4 Consent of Silver Levene
23.5 Consent of Deloitte & Touche
24 Powers of Attorney (set forth on the Signatures page to this
Registration Statement)
Item 9. Undertakings.
------------
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to any of the provisions
described under Item 6 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 person of
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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 foregoing,
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 1933,
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, for purposes of
determining liability under the Securities Act, each of the Registrant's annual
reports 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 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 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.
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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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Teaneck, New Jersey on the 29th day of September, 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 September 29, 2000 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Mark E. Leininger 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 behalf in his/her capacities
indicated below which he 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
attorney-in-fact and agent, or his 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
--------------------------- and Treasurer (Principal Accounting and Financial
Alan W. Schoenbart Officer)
/s/ Marc E. Jaffe Chairman of the Board, Secretary and Director
---------------------------
Marc E. Jaffe
/s/ Norman W. Alexander Director
---------------------------
Norman W. Alexander
/s/ Neil M. Kaufman Director
---------------------------
Neil M. Kaufman
/s/ Francis X. Murphy Director
---------------------------
Francis X. Murphy
/s/ Vincent DiSpigno Director, Vice President and Chief Operating
--------------------------- Officer
Vincent DiSpigno
/s/ David N. Salav Director, Vice President and Chief Information
--------------------------- Officer
David N. Salav
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VIZACOM INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Number Description
------ -----------
4 Vizacom Inc. 2000 Equity Incentive Plan
5 Opinion and consent of Kaufman & Moomjian, LLC
23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion filed
as Exhibit 5)
23.2 Consent of Ernst & Young
23.3 Consent of Richard A. Eisner & Company, LLP
23.4 Consent of Silver Levene
23.5 Consent of Deloitte & Touche
24 Powers of Attorney (set forth on the Signatures page to this
Registration Statement)
6
