-----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, R/qZ9qMtuJHwOKycwzOoq1O35BiREJ5AYoIFo0MonsSsgtpUV93BkzBQE7ot3E2M JwLp9SsSAkdoUT45WNSLMA== 0000950144-99-005157.txt : 19990503 0000950144-99-005157.hdr.sgml : 19990503 ACCESSION NUMBER: 0000950144-99-005157 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VSI ENTERPRISES INC CENTRAL INDEX KEY: 0000846775 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 841104448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-10927 FILM NUMBER: 99607184 BUSINESS ADDRESS: STREET 1: 5801 GOSHEN SPRINGS RD CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7702427566 MAIL ADDRESS: STREET 1: 5801 GOSHEN SPRINGS ROAD CITY: NORCROSS STATE: GA ZIP: 30071 FORMER COMPANY: FORMER CONFORMED NAME: FI TEK III INC DATE OF NAME CHANGE: 19910219 10-K/A 1 VSI ENTERPRISES INC 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 10-K/A --------------------- Amendment No.2 to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1998 ------------------------------ Commission File No. 1-10927 VSI ENTERPRISES, INC. A Delaware Corporation (IRS Employer Identification No. 84-1104448) 5801 Goshen Springs Road Norcross, Georgia 30071 (770) 242-7566 Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934: None Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act of 1934: Common Stock, $.001 par value per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant (10,703,808 shares) on April 15, 1999 was approximately $5,351,904, based on the closing price of the registrant's common stock as quoted on the Nasdaq SmallCap Market on April 15, 1999. For the purposes of this response, officers, directors and holders of 5% or more of the registrant's common stock are considered the affiliates of the registrant at that date. The number of shares outstanding of the registrant's common stock, as of April 15, 1999: 12,300,144 shares of $.001 par value common stock. Documents Incorporated by Reference ----------------------------------- None The following item is amended:
Item 10. Directors and Executive Officers of the Registrant.
2 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS The Board of Directors of the Company consists of four directors. The Company's By-Laws provide that the Board of Directors shall consist of not less than three nor more than seven members, the precise number to be determined from time to time by the Board of Directors. The number of directors has been set at four by the Board. The Board of Directors presently consists of the following persons: Larry M. Carr. Mr. Carr, age 55, has been a director of the Company since June 1994. Mr. Carr founded Nursefinders, Inc., a temporary services company in the healthcare industry, in 1974. Although Mr. Carr's interest in this company was acquired by Adia Services, Inc., Mr. Carr still owns and operates numerous Nursefinders franchises and assists in the administration and management of several other franchises through an entity known as Management Services, Inc. Mr. Carr is Chairman of the Board of Northwest National Bank, located in Arlington, Texas, and several privately held companies, including Taconic Partners, Inc., Trinity Airweights, Inc. and Computerized Healthcare, Inc. Julia B. North. Ms. North, age 51, has served as President and Chief Executive Officer and as a director of the Company since October 1997. Ms. North served in various capacities with BellSouth Corporation from 1972 to October 1997, including most recently as President of its Consumer Services Division. Ms. North is a director of Winn-Dixie Stores, Inc., a food retailer, ChoicePoint, Inc., a provider of risk management services, and Wisconsin Energy Corp., a holding company with subsidiaries in utility and non-utility businesses. Harlan D. Platt, Ph.D. Dr. Platt, age 48, has been a Professor of Finance in the College of Business Administration at Northeastern University in Boston since 1981. His research interests are in the areas of corporate renewal and turnaround management. Dr. Platt is the author of three books, with the most recent Principles of Corporate Renewal published in April 1998 by the University of Michigan Press. Dr. Platt serves on the Board of Directors of Prospect Street High Income Portfolio, Inc., and is the president of 911RISK Inc., which develops predictive models of corporate distress. He is also the faculty dean of the Turnaround Management Association. Edward S. Redstone. Mr. Redstone, age 70, has been a director of the Company since July 1996. Mr. Redstone has been a private investor since 1994. From 1984 to 1994, he served as Chairman of the Board of Martha's Vineyard National Bank. There are no family relationships between any director or executive officer and any other director or executive officer of the Company. 3 EXECUTIVE OFFICERS The executive officers of the Company are as follows:
NAME AGE POSITION HELD ---- --- ------------- Julia B. North 51 President and Chief Executive Officer Richard W. Egan 33 Executive Vice President - Global Sales Richard C. Mays 42 Vice President and Chief Technical Officer Emmett H. Reed 48 Vice President - Operations and Service
Executive officers are chosen by and serve at the discretion of the Board of Directors of the Company. Executive officers will devote their full time to the affairs of the Company. See "Directors" for information with respect to Julia B. North. Richard W. Egan. Mr. Egan joined the Company in June 1995 and, since February 1, 1998, has served as Executive Vice President - Global Sales. From July 1996 until February 1998 he served as National Account Manager, and from June 1995 until July 1996 as Regional Sales Director. He was previously employed as Eastern Region Sales Manager for DBA Software and as Account Manager for Training America/Goal Systems. Richard C. Mays. Mr. Mays joined the Company in April 1993 and, since February 1, 1998, has served as Vice President and Chief Technical Officer. From April 1993 until September 1994, he served as Lead Software Engineer, and from September 1994 until April 1996 as Software Development Manager. Emmett H. Reed. Mr. Reed joined the Company in September 1989 and, since August 1998, has served as Vice President - Operations and Service. He served as Director of Service from April 1997 until August 1998. Previously, Mr. Reed had worked in a variety of capacities for the Company, including Senior Network Engineer, Sales Engineer, Installation Manager, Customer Service Manager and Test Technician. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors, executive officers and persons who own more than 10% of the outstanding Common Stock of the Company to file with the Securities and Exchange Commission reports of changes in ownership of the Common Stock of the Company held by such persons. Officers, directors and greater than 10% shareholders are also required to furnish the Company with copies of all forms they file under this regulation. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and representations that no other reports were required, during the year ended December 31, 1998, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% shareholders were complied with, except that Richard W. Egan and Richard C. Mays each failed to timely file their respective Initial Statement of Beneficial Ownership (Form 3). Although it is not the Company's obligation to make filings pursuant to Section 16 of the Securities Exchange Act of 1934, the Company has adopted a policy requiring all Section 16 reporting persons to report monthly to the Chief Financial Officer of the Company as to whether any transactions in the Company's securities occurred during the previous month. -3- 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. VSI ENTERPRISES, INC. By: /s/ Julia B. North ------------------------------- Julia B. North, President & CEO Date: April 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----