-----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, ESibOqOzZ3k7DT91jmVmmxeZi5z35umtM5/QjHqcCwaK14/tFiFKslNQci54ecaN wCrP57eWce09eb9wKyNjTA== 0001104659-03-004316.txt : 20030317 0001104659-03-004316.hdr.sgml : 20030317 20030314190948 ACCESSION NUMBER: 0001104659-03-004316 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030317 GROUP MEMBERS: HENRY C.S. MELLON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON GROUP INC CENTRAL INDEX KEY: 0001223190 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O 3700 NORTH STEMMONS FREEWAY STREET 2: #310 CITY: DALLAS STATE: TX ZIP: 70248 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48806 FILM NUMBER: 03604936 BUSINESS ADDRESS: STREET 1: 545 E. JOHN CARPENTER FREEWAY STREET 2: STE 1430 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 2144245700 MAIL ADDRESS: STREET 1: 545 E. JOHN CARPENTER FREEWAY STREET 2: STE 1430 CITY: IRVING STATE: TX ZIP: 75062 FORMER COMPANY: FORMER CONFORMED NAME: RSI SYSTEMS INC/MN DATE OF NAME CHANGE: 19950620 SC 13D 1 j8420_sc13d.htm SC 13D

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Viseon Inc. (formerly RSI Systems, Inc.)

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

928297  10  0

(CUSIP Number)

 

John Harris, 8700 North Stemmons Freeway #310, Dallas, Texas  75247, (214) 424-5700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 20, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 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).

 



 

CUSIP No.   928297  10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Mellon Group, Inc.  88-

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [    ]

 

 

(b)

 [X]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF and OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    N/A

 

 

6.

Citizenship or Place of Organization
Florida

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
323,814 shares(1)

 

8.

Shared Voting Power
Not applicable.

 

9.

Sole Dispositive Power
323,814 shares(1)

 

10.

Shared Dispositive Power
Not applicable.

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
323,814 shares(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.1%(2).

 

 

14.

Type of Reporting Person (See Instructions)
CO


(1).          See Item 5.

(2).          See Item 5.

 

2



 

CUSIP No.   928297100

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Henry C.S. Mellon

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [    ]

 

 

(b)

 [X]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF and OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    N/A

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
750,000 shares(1)

 

8.

Shared Voting Power
N/A

 

9.

Sole Dispositive Power
750,000 shares(1)

 

10.

Shared Dispositive Power
N/A

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
750,000 shares(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.9%(2).

 

 

14.

Type of Reporting Person (See Instructions)
IN


(1).          See Item 5.

(2).          See Item 5.

 

3



 

Item 1.

Security and Issuer

 

                The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.01 per share, of Viseon Inc. (formerly RSI Systems, Inc.) (“Viseon”).  The principal executive offices of Viseon are located at 8700 North Stemmons Freeway #310, Dallas, Texas 75247.

 

Item 2.

Identity and Background

 

                The persons filing this Schedule 13D are the Mellon Group, Inc., a corporation incorporated under the laws of the State of Florida, and Henry C.S. Mellon, an individual.  The Mellon Group, Inc. and Mr. Mellon are collectively the “Reporting Persons.”

 

                A relationship exists between the Mellon Group, Inc. and Mr. Mellon in that Mr. Mellon is the owner and President of the Mellon Group, Inc.  However, the Reporting Persons do not affirm the existence of a group and have no agreement or understanding with respect to the voting of the shares of Viseon’s common stock acquired by them or with respect to the acquisition of any additional shares of Viseon’s common stock.

1.

Mellon Group, Inc.

(a)

Mellon Group, Inc.

(b)

4 Driftwood Landing Gulf Stream, Florida 33483

(c)

Personal Holding Company (Same as above)

(d)

None

(e)

None

(f)

Florida

2.

Henry C.S. Mellon

(a)

Henry C.S. Mellon

(b)

4 Driftwood Landing, Gulf Stream, Florida  33483

(c)

Investor

(d)

None

(e)

None

(f)

United States citizen

 

4



 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

                The Mellon Group received 285,714 shares of Viseon common stock and 38,100 warrants in exchange for $100,000.  Mr. Mellon received 200,000 shares of Viseon common stock in exchange for $70,000.  See Item 4 below for additional information.

 

Item 4.

Purpose of Transaction

 

                The Mellon Group and Mr. Mellon entered into stock purchase agreements dated as of February 20, 2003 (the “Stock Purchase Agreements”) with Digital Investors, L.L.C. in private transactions.  The securities were added to the respective investment portfolios of The Mellon Group and Mr. Mellon.

 

Item 5.

Interest in Securities of the Issuer

 

                (a)-(b)

 

          As the President of the Mellon Group, Inc. and in his individual capacity, Mr. Mellon beneficially owns and has sole voting and dispositive power with respect to 1,073,814 shares, or 7.0%, of the outstanding common stock of Viseon, which includes 388,100 warrants to purchase common stock at a price ranging from $0.45 to $0.75 per share.

 

                The percentages reflect the percentage share ownership with respect to 15,394,292 shares of Viseon outstanding as of February 11, 2003.

 

                (c)           Other than the changes described in this Schedule 13D, no other transaction in Viseon’s common stock was effected during the past 60 days by either Reporting Person.

 

                (d)           No person other than the record owner of such shares of Viseon’s common stock is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of the Viseon’s common stock.

 

                (e)           Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

                Except as described in this Schedule 13D, there are no contracts, arrangements, undertakings or relationships (legal or otherwise) among the persons named in Item 2 above or between such person or any other person with respect to any securities of Viseon.

 

Item 7.

Material to Be Filed as Exhibits

 

None.

 

 

[Signature page follows]

 

5



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

THE MELLON GROUP, INC., a Florida corporation

 

March 11, 2003

 

Date

 


/s/ HENRY C.S. MELLON

 

Signature

 


Henry C.S. Mellon/President

 

Name/Title

 

 

HENRY C.S. MELLON, an individual

 

March 11, 2003

 

Date

 


/s/ HENRY C.S. MELLON

 

Signature

 


Henry C.S. Mellon

 

Name/Title

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention:  Intentional misstatements or omissions of fact
constitute Federal criminal violations  (See 18 U.S.C. 1001)

 

6


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