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 Statements
Registration Nos.333-13059 and 333-19169
Application to Withdraw Registration Statements
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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 (1) the
Company's Registration Statement on Form S-8 (Registration No.:333-13059) (the
"First Registration Statement") filed with the Commission on September 30, 1996
and (2) the Company's Registration Statement on Form S-8 (Registration
No.:333-19169) (the "Second Registration Statement") filed with the Commission
on January 2, 1997.
The First Registration Statement registered 1,000,000 shares of the common
stock, par value $.001 per share (the "Common Stock"), of the Company issuable
under the Company's Long Term Incentive Plan (the "Plan"). Subsequent to the
filing of the First 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 the Second Registration Statement registering all of the shares of Common
Stock issuable under the Plan, including the shares previously registered under
the First Registration Statement.
The Second Registration Statement registered 3,000,000 shares of Common
Stock issuable under the Plan. Subsequent to the filing of the Second
Registration Statement, the Company again 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,
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the Company filed a new Registration Statement on Form S-8 (Registration
No.:333-82959) (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 First Registration Statement and under the
Second Registration Statement. Thus, the First Registration Statement and the
Second Registration Statement are duplicative. Prior to the filing of the New
Registration Statement, the Company had issued a total of 51,666 shares of
Common Stock under the Plan.
Please acknowledge your consent to this request for withdrawal of the First
Registration Statement and the Second Registration Statement by forwarding to
the Company a copy of the order of withdrawal of the First Registration
Statement and the Second Registration Statement.
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
