N-VISION INC
8-K, 1999-05-28
MISCELLANEOUS AMUSEMENT & RECREATION
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                       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): MAY 28, 1999


                                 N-VISION, INC.
              ----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<S><C>
            DELAWARE                       000-28520                    54-1741313
(STATE OR OTHER JURISDICTION OF     (COMMISSION FILE NO.)    (I.R.S. EMPLOYER IDENTIFICATION NO.)
         INCORPORATION)
</TABLE>


           7680 OLD SPRINGHOUSE ROAD                                  22102
            -------------------------                                 -----
          MADISON BUILDING, FIRST FLOOR                             (ZIP CODE)
                 MCLEAN, VIRGINIA
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)




       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 506-8808




                                 NOT APPLICABLE
          ------------------------------------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



<PAGE>



ITEM 5.           OTHER EVENTS.

                  Registrant announced the resignation of Christopher J. Lewis
as president of the Company effective June 4, 1999. The Registrant also
announced that Claude H. Rumsey, director of the Company, will serve as
president of the Company until a successor is named. A press release regarding
the announcement is attached as Exhibit 99.



<PAGE>


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                  (c) Exhibits

                           Exhibit 99.  Press Release



                                   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.





Date:  May 28, 1999                            n-Vision, Inc.

                                           By: /s/ Claude H. Rumsey
                                               ____________________
                                               Claude H. Rumsey
                                               President




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         EXHIBIT 99.

FOR IMMEDIATE RELEASE                  CONTACT:     Kiera Reilly
                                                    n-Vision
                                                    (703) 506-8808 ext. 3002
                                                    [email protected]


                  N-VISION ANNOUNCES RESIGNATION OF PRESIDENT

MCLEAN, Virginia, May 28, 1999 - n-Vision, Inc. (OTCBB: NVSN, NVSNW), a premier
manufacturer of 3D immersive display systems for advanced visualization and
virtual reality applications, today announced the resignation of Christopher J.
Lewis as president effective June 4, 1999. He will remain as a director of the
company. Mr. Lewis is leaving n-Vision to pursue other interests. Claude H.
Rumsey, director of n-Vision, will serve as president of n-Vision until a
successor is named.

"Chris has guided the company from inception, through several product
generations, to a firmly established position in the global HMD market," said
Claude Rumsey, n-Vision president. "We are grateful for his dedicated service
and wish him success in future endeavors. With his continued involvement as a
director, we will still have the benefit of his experience in the HMD market."

Mr. Rumsey has been a director of the company since its incorporation in
September 1994. Mr. Rumsey has more than 20 years experience in executive
management.  Since 1978, Mr. Rumsey has been executive vice president and a
director of Advanced Technology Systems, Inc., a McLean, Virginia based
information technology products and services company with more than 800
employees and $65 million in revenue.

Headquartered in McLean, Virginia, n-Vision, Inc. designs and manufactures high
performance, commercially available, 3D immersive display systems for advanced
visualization and virtual reality applications. The Company offers a versatile
product line, logical upgrade paths for current systems, and customization
services. Located on the World Wide Web at http://www.nvis.com, n-Vision common
stock and warrants are publicly traded on the OTCBB under the symbols NVSN and
NVSNW respectively.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: Except for historical information, all of the statements, expectations and
assumptions contained in the foregoing are forward-looking statements that
involve a number of risks and uncertainties. Although the Company has used its
best efforts to be accurate in making these forward-looking statements, it is
possible that the assumptions made by management may not materialize. In
addition to these factors, other important factors that could cause actual
results to differ materially include the following: business conditions and the
amount of growth in the company's industry and general economy; competitive
factors; ability to attract and retain customers; ability to attract and retain
personnel, including key management personnel; maintenance of the Company's SEC
reports; including but not limited to its annual report on Form 10-KSB, and its
quarterly reports on Forms 10-QSB. n-Vision is a registered trademark of
n-Vision, Inc.


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