SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 12, 2000
VIZACOM INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14076 22-3270045
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
GLENPOINTE CENTER EAST
300 FRANK W. BURR BOULEVARD
TEANECK, NEW JERSEY 07666
(Address of principal executive offices) (Zip Code)
(201) 928-1001
(Registrant's telephone number, including area code)
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Item 5. Other Matters.
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On June 12, 2000, we appointed: (a) Edward Proctor as one of our vice
presidents and as our chief technology officer, and (b) Vincent DiSpigno as our
acting chief operating officer. Mr. Proctor is the former vice president for
Visa International's information-management operations. Mr. DiSpigno currently
is and remains one of our vice presidents and the chief executive officer of our
PWR Systems Inc. subsidiary. PWR Systems is part of our Vizy Interactive
operations. We anticipate that Mr. Proctor will oversee our technology,
integration and operations, especially regarding our multinational,
multilingual, web-enabled call centers and software operations. We anticipate
that Mr. DiSpigno will oversee our business operations, particularly those
involving our United States and European e-commerce solutions operations.
Rand Schulman has resigned as our executive vice president. We anticipate
that Mr. Schulman will continue to assist us in our strategic challenges as a
consultant.
In March 2000, we accepted eleven subscriptions for and sold a total of
762,471 shares of our common stock to ten foreign investors for gross proceeds
of $3,392,996. The issuances of these shares were private transactions exempt
from registration pursuant to Section 4(2) of, and Regulation S under, the
Securities Act. We have received additional subscriptions in this foreign
private placement from four other foreign investors for a total of 331,518
shares with an aggregate gross subscription price of $1,415,255. We have not as
yet accepted these subscriptions. We are awaiting a final determination by The
Nasdaq Stock Market relating to the non-integration of such foreign private
placement with our other first quarter 2000 private placement of a total of
936,954 shares with an aggregate subscription price of $4,216,293 under the
Nasdaq Marketplace Rules or, alternatively, that, notwithstanding any such
integration of these two private placements, the number of shares of our common
stock issued and issuable in these two private placements does not exceed 20% of
our outstanding common stock for purposes of such Marketplace Rules. In June
2000, we responded to Nasdaq's request for information relating to this
determination.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
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(c) Exhibits.
Listed below are all exhibits to this Current Report on Form 8-K.
Exhibit
Number Description
------- -----------
10.1 Release Agreement, dated June 16, 2000, between Vizacom Inc. and Rand
Schulman.
99.1 Press Release of Vizacom Inc., dated June 20, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 20, 2000
VIZACOM INC.
By: /s/ Alan W. Schoenbart
--------------------------------
Alan W. Schoenbart
Vice President - Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1 Release Agreement, dated June 16, 2000, between Vizacom Inc. and Rand
Schulman.
99.1 Press Release of Vizacom Inc., dated June 20, 2000.
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