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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3) AND (C)
TO PROSPECTUS DATED SEPTEMBER 16, 1998 REGISTRATION NO. 333-60577
451,477 Shares
VISIO CORPORATION
Common Stock
This Prospectus Supplement relates to the sale of up to 451,477 shares (the
"Shares") of common stock of Visio Corporation. This Prospectus Supplement
should be read in conjunction with the Prospectus dated September 16, 1998 (the
"Prospectus"), which is to be delivered with this Prospectus Supplement. All
capitalized terms used but not defined in this Prospectus Supplement shall have
the meanings given them in the Prospectus.
The information in the table appearing under the heading "Selling
Shareholders" in the Prospectus is superseded in part by the information
appearing in the table below. See "Selling Shareholders" and "Plan of
Distribution" in the Prospectus.
<TABLE>
<CAPTION>
Shares Beneficially Owned Prior to Offering
-------------------------------------------- Shares
Percentage of Beneficially
Common Stock Shares That May Owned After
Name and Address Amount Outstanding Be Sold Offering(1)
- -------------------------------------------- ------------------ ----------------------- ------------------- -------------
<S> <C> <C> <C> <C>
Richard M. Lucas Cancer Foundation 14,678(2) * 8,203 -0-
Donald L. Lucas Successor Trustee Donald L. 14,678(3) * 3,767 -0-
Lucas Profit Sharing Trust Dated 1/1/84
Donald L. Lucas Trustee for Donald L. Lucas 14,678(4) * 2,708 -0-
& Lygia S. Lucas Trust Dated 12/3/84
</TABLE>
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* Less than 1%.
(1) Assumes the sale of all the Shares offered by each of the Selling
Shareholders.
(2) Includes 6,475 Shares held by Donald L. Lucas Successor Trustee Donald L.
Lucas Profit Sharing Trust Dated 1/1/84 and Donald L. Lucas Trustee for
Donald L. Lucas & Lygia S. Lucas Trust Dated 12/3/84, affiliates of the
Selling Shareholder.
(3) Includes 10,911 Shares held by Richard M. Lucas Cancer Foundation and Donald
L. Lucas Trustee for Donald L. Lucas & Lygia S. Lucas Trust Dated 12/3/84,
affiliates of the Selling Shareholder.
(4) Includes 11,970 Shares held by Richard M. Lucas Cancer Foundation and Donald
L. Lucas Successor Trustee Donald L. Lucas Profit Sharing Trust Dated
1/1/84, affiliates of the Selling Shareholder.
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Investing in the common stock involves certain risks. See "Risk Factors"
beginning on page 4 of the Prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or
determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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The date of this Prospectus Supplement is November 12, 1998
