U.S. 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):
October 29, 1997
MVSI, Inc.
(Exact name of registrant as specified in its charter)
__________________
Delaware 0-26614 54-1707718
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8133 Leesburg Pike, Suite 750, Vienna, VA 22182
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(703) 356-5353
Former name or former address, if changed since last report:
n/a
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MVSI, INC.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant.
None.
Item 2. Acquisition or Disposition of Assets.
None.
Item 3. Bankruptcy or Receivership.
None.
Item 4. Changes in Registrant's Certifying Accountant.
None.
Item 5. Other Events.
On October 29, 1997, the Board of Directors of Registrant
authorized the redemption of the Registrant's Class A Warrants
and Class B Warrants. Each Class A Warrant entitles the holder
to purchase one (1) share of the Registrant's Common Stock, $.01
par value, for an exercise price of $4.00 per share. The Class A
Warrants are quoted on the Nasdaq National Market System (Symbol:
"MVSIW"). The Class B Warrants are privately held and each Class
B Warrant entitles the holder to purchase one (1) share of the
Registrant's Common Stock, $.01 par value, for an exercise price
of $4.20 per share.
Item 6. Resignation of Registrant's Directors.
None.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 1 Registrant's Press Release, dated October 30, 1997
Item 8. Change in Fiscal Year.
None.
<PAGE>
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.
MVSI, INC.
Date: October 31, 1997 By: EDWARD RATKOVICH
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Edward Ratkovich
Chairman of the Board,
CEO and President
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Exhibit 1:
FOR IMMEDIATE RELEASE
Thursday, October 30, 1997
MVSI AUTHORIZES OPEN MARKET STOCK REPURCHASE OF UP TO 1,000,000 SHARES
OF MVSI COMMON STOCK AND ANNOUNCES PROPOSED REDEMPTION OF
CLASS A AND CLASS B WARRANTS
MVSI, Inc. (Nasdaq: "MVSI"), a Washington, D.C. area broad based
technology products and services company, announced today that the Company's
Board of Directors has authorized the Company to make additional open market
stock repurchases of up to 1,000,000 shares of MVSI common stock. MVSI says
it plans to buy shares on the open market from time to time, depending on
market conditions. Since January 1997, the Company and members of the board
of directors repurchased approximately 350,000 shares of MVSI's outstanding
common stock under an earlier board authorization. This latest repurchase
plan reflects the Board of Directors continued confidence in the Company's
fundamental strength and long-term growth prospects.
In addition, the Company's Board of Directors has authorized the
redemption of the Company's approximately 5 million outstanding publicly
traded Class A Warrants and 1 million outstanding non-publicly traded Class B
Warrants. The Class A Warrants, which trade on the Nasdaq National Market
System (Nasdaq: "MVSIW"), entitle the holder to purchase one (1) share of
MVSI Common Stock, $.01 par value, at $4.00 per share. The Class B Warrants
are privately held and each Class B Warrant entitles the holder to purchase
one (1) share of MVSI Common Stock, $.01 par value, at $4.20 per share.
The Warrants are redeemable by the Company for $.05 per Warrant, at any
time after August 14, 1997, upon 30 days prior written notice, if the average
closing bid price of the Common Stock, as quoted by Nasdaq, equals or exceeds
$8.00 per share, for any 20 consecutive trading days within a period of 30
consecutive trading days ending within 10 days prior to the notice of
redemption. The Class A and Class B Warrants initially became eligible for
redemption on October 23, 1997, which was the twentieth trading day that met
the redemption criteria.
The Company plans to retain D.F. King & Company to serve as the
Information Agent for the redemption of the Class A Warrants and Class B
Warrants. The Information Agent is expected to send a notice of redemption
to all warrant holders on or before November 7, 1997 and, subject to
compliance with applicable federal and state securities laws and regulations
and the notice requirements of the Warrant Agreement, to set December 8, 1997
as the redemption date for the Class A and Class B Warrants.
Any proceeds received by the Company from the exercise of the Warrants
will be used to fund the Company's mergers and acquisitions program, to fund
the growth of existing business opportunities, for stock repurchases and for
general working capital purposes.
MVSI manufactures and integrates machine vision systems for robotics,
semiconductor and other industries, integrates and markets brand name
proprietary and generic high-end computer system products and support
services, provides technology training and performs computer software
engineering and development for systems applications, including implementing
solutions for the Year 2000 conversion.
Except for historical information herein, certain matters discussed in
this release include forward-looking statements that may involve a number of
risks and uncertainties, which projections and statements are made pursuant
to the "Safe Harbor" provisions of the Private Securities Litigation Reform
Act of 1995.
For additional public information on MVSI, Inc., please contact the
company at its principal executive offices at 8133 Leesburg Pike, Suite 750,
Vienna, Virginia 22182, telephone (703) 356-5353 and facsimile (703)-356-5354.
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