-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COYdroGhIWCR1OACicNtDMN50yZUEHoAjoQrpAwHpowxZrK4eKPmucy1GTnDHnkm 144LnR6tIp0PE8735x7SIg== 0000893220-04-001365.txt : 20040708 0000893220-04-001365.hdr.sgml : 20040708 20040708160356 ACCESSION NUMBER: 0000893220-04-001365 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS HENRY F CENTRAL INDEX KEY: 0001229006 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 575 E. EVERGREEN AVENUE CITY: WYNDMOOR STATE: PA ZIP: 19038 MAIL ADDRESS: STREET 1: 575 E. EVERGREEN AVENUE CITY: WYNDMOOR STATE: PA ZIP: 19038 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISEON INC CENTRAL INDEX KEY: 0000936130 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411767211 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48955 FILM NUMBER: 04906195 BUSINESS ADDRESS: STREET 1: 8445 FREEPORT PKWY STREET 2: STE 245 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 9729066300 MAIL ADDRESS: STREET 1: 8445 FREEPORT PKWY STREET 2: STE 245 CITY: IRVING STATE: TX ZIP: 75063 FORMER COMPANY: FORMER CONFORMED NAME: RSI SYSTEMS INC/MN DATE OF NAME CHANGE: 19950620 SC 13G/A 1 w98959sc13gza.txt AMENDMENT #1 SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Viseon, Inc. ------------------------- (Name of Issuer) Common Stock ------------------------- (Title of Class of Securities) 928297 10 0 (CUSIP Number) As of April 14, 2004 -------------------------------- (Date of Event which Requires Filing of this Statement) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 5 1) Names of Reporting Persons; I.R.S. Identification Nos. (entities only) Henry F. Harris, Sr. SS # 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3) SEC Use Only 4) Citizenship or Place of Organization United States Number of 5) Sole Voting Power 4,250,000 Shares -------------------------------------------------------------- Beneficially Owned 6) Shared Voting Power 0 by Each -------------------------------------------------------------- Reporting Person 7) Sole Dispositive Power 4,250,000 With -------------------------------------------------------------- 8) Shared Dispositive Power 250,000 9) Aggregate Amount Beneficially Owned by Each Reporting Person 4,500,000 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row (9) 18.6% 12) Type of Reporting Persons (See Instructions) IN Page 3 of 5 ITEM 1. (a) Name of issuer: Viseon, Inc. (b) Address of issuer's principal executive offices: 8445 Freeport Parkway, Suite 245 Irving, TX 75063 ITEM 2. (a) Name of Person Filing: Henry F. Harris, Sr. (b) Address of Principal Business Office: 575 E. Evergreen Avenue, Wyndmoor, Pennsylvania 19038 (c) Citizenship: United States of America. (d) Title of Class of Securities: Common Stock (e) CUSIP Number 928297 10 0 Page 4 of 5 ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 4,500,000*/** (b) Percent of class: 18.6% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 4,250,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 4,250,000 (iv) Shared power to dispose or to direct the disposition of: 250,000***
- ----------- * Consists of: (1) 2,000,000 shares owned directly by Mr. Harris; (2) 1,000,000 shares issuable upon the exercise of warrants; (3) 1,000,000 shares issuable upon the conversion of convertible preferred stock; (4) 250,000 shares held in a grantor retained annuity trust of which Mr. Harris is the trustee and beneficiary; and (5) 250,000 shares held in a grantor retained annuity trust of which Mr. Harris is beneficiary but not trustee. ** On April 14, 2004, Mr. Harris purchased from the issuer in a private transaction 40 Units, each Unit consisting of one share of Series A Convertible Preferred Stock convertible into 25,000 shares of common stock, one Series A-1 Warrant to purchase 12,500 shares of common stock, and one Series A-2 Warrant to purchase 12,500 shares of common stock. *** Shares held in the grantor retained annuity trust of which Mr. Harris is beneficiary but not trustee. Page 5 of 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13G, Amendment No. 1 is true, complete and correct. Dated: July 8, 2004 /s/ Henry F. Harris, Sr. ------------------------------ Henry F. Harris, Sr. -----END PRIVACY-ENHANCED MESSAGE-----