AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY __, 2002
REGISTRATION NO. 333-73766
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VICOM, INCORPORATED
(Exact name of registration as specified in its charter)
MINNESOTA 4813 41-1255001
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
9449 SCIENCE CENTER DRIVE
NEW HOPE, MINNESOTA 55428
(763) 504-3000
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
JAMES L. MANDEL
CHIEF EXECUTIVE OFFICER
9449 SCIENCE CENTER DRIVE
NEW HOPE, MINNESOTA 55428
(763) 504-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
STEVEN M. BELL, ESQ.
9449 SCIENCE CENTER DRIVE
NEW HOPE, MINNESOTA 55428
(763) 504-3051
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this registration statement becomes effective.
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective date registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO OFFERING PRICE OFFERING PRICE (1) REGISTRATION
BE REGISTERED PER UNIT (1) FEE
Shares of Common Stock par value $0.01 per share 1,818,311 $1.85 $3,363,875 $ 888.00
Shares of Common Stock, par value $0.01 per
share, underlying Warrants 1,285,398 $1.85 $2,377,986 $ 628.00
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Totals 3,103,709 $1.85 $5,741,861 $1,516.00(2)
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933. Based on
the closing price for the common stock on January 10, 2001 as reported
on The Nasdaq SmallCap Market.
(2) 792.00 of this fee has been previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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(Subject to Completion) THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND WE ARE NOT SOLICITING OFFERS
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS ISSUED JANUARY 15, 2002
VICOM, INCORPORATED
Shares of Common Stock
3,103,709
This Prospectus relates to the sale of up to 3,103,709 shares of our
common stock by certain selling shareholders of which 1,285,398 shares may be
purchased upon the exercise of common stock purchase warrants.
We will not receive any proceeds from the sale of shares by the selling
shareholders. We will receive proceeds upon any exercise of the warrants. See
"Use of Proceeds".
Our common stock is traded on The Nasdaq SmallCap Market under the
symbol "VICM." On January 10, 2002, the closing sales price of our common stock
as reported by The Nasdaq SmallCap Market was $1.85 per share.
The selling shareholders may offer the shares through public or private
transactions, at prevailing market prices or at privately negotiated prices. The
selling shareholders may make sales directly to purchasers or through agents,
dealers or underwriters.
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YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS
OF THIS PROSPECTUS.
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The Securities and Exchange Commission and state securities regulators
have not approved or disapproved 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 IS JANUARY 15, 2002.
TABLE OF CONTENTS
PAGE #
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I. AVAILABLE INFORMATION 1
II. SUMMARY 1
III. RISK FACTORS 2
IV. GOING CONCERN 4
V. USE OF PROCEEDS 4
VI. SELLING SHAREHOLDERS 5
VII. PLAN OF DISTRIBUTION 6
VIII. LEGAL MATTERS 7
IX. EXPERTS 7
X. WHERE YOU CAN FIND MORE INFORMATION 8
XI. DOCUMENTS WE HAVE INCORPORATED BY REFERENCE 9
XII. INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS 9
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION AND DOES NOT CONTAIN ALL
THE INFORMATION THAT IS IMPORTANT TO YOU. YOU SHOULD CAREFULLY READ THIS
PROSPECTUS AND THE DOCUMENTS WE HAVE REFERRED YOU TO IN "WHERE YOU CAN FIND
ADDITIONAL INFORMATION" ON PAGE 8 FOR MORE INFORMATION ABOUT VICOM AND OUR
FINANCIAL STATEMENTS. IN THIS PROSPECTUS, REFERENCES TO "VICOM," "WE," "US"
"OUR" AND "COMPANY" REFER TO VICOM, INCORPORATED AND ITS SUBSIDIARIES.
OUR COMPANY
Vicom, Incorporated (Vicom) is the parent corporation of three
wholly-owned subsidiaries, Corporate Technologies, USA, Inc. (CTU), MultiBand,
Inc. (MultiBand), and Vicom Midwest Telecommunications Systems, Inc. (VMTS).
Vicom was incorporated in Minnesota in 1975. Our principal office is located at
9449 Science Center Drive, New Hope, Minnesota 55428. Our telephone number is
763-504-3000. Our facsimile number is 763-504-3060 and our website address is:
www.vicominc.net . Reference to our website is not intended to incorporate
information found on the website into this Prospectus. VMTS was not active since
January 1, 2000. Effective December 30, 1998, Vicom acquired the assets of the
midwest region of Enstar Networking Corporation, a data cabling and network
company. In late 1999, to expand its range of computer product and service
offerings, Vicom formed CTU to acquire the stock of Ekman, Inc. Vicom
incorporated MultiBand in February 2000 to provide voice, data and video
services to residential multi-dwelling units (MDUs). MultiBand began operations
in late 2000. As of September 30, 2001, MultiBand provided services to
approximately 406 customers.
Vicom has provided clients with telecommunications products and
services since its inception in 1975. As of September 30, 2001, we were
providing telephone equipment and service to more than 1,000 customers, with
approximately 10,000 telephones in service. In addition, CTU provides computer
products and services to approximately 3,500 customers. The telecommunications
systems we distribute are intended to provide customers with flexible,
cost-effective alternatives as compared to systems available from major
telephone companies, including those formerly comprising the Bell System, and
from other interconnected telephone companies.
Vicom and CTU provide a full range of voice, data and video
communications systems and service, system integration, training and related
communication sales and support activities for commercial, professional and
institutional customers, most of which are located in Minnesota, North Dakota
and South Dakota. Vicom purchases products and equipment from NEC America, Inc.
("NEC"), Cisco Systems, Inc., Nortel Networks Corp., ECI Telecommunications,
Inc. ("ECI"), and other manufacturers of communications and electronic products
and equipment. We use these products to design telecommunications systems to fit
our customers' specific needs and demands.
RISK FACTORS
Our operations and our securities are subject to a number of risks,
including but not limited to those described below. If any of the following
risks actually occur, the business, financial condition or operating results of
Vicom and the trading price or value of our common stock could be materially
adversely affected.
NET LOSSES
The Company had net losses of $3,764,355 for the nine months ended
September 30, 2001, $4,235,831 for the fiscal year ended December 31, 2000 and
$2,063,634 for the fiscal year ended December 31, 1999. Vicom may never be
profitable.
The prolonged effects of generating losses without additional funding
may restrict our ability to pursue our business strategy. Unless our business
plan is successful, an investment in our common stock may result in a complete
loss of an investor's capital.
If we cannot achieve profitability from operating activities, we may
not be able to meet:
* our capital expenditure objectives;
* our debt service obligations; or
* our working capital needs.
DEPENDENCE ON ASSET-BASED FINANCING
Vicom currently depends on asset-based financing to purchase product,
and we cannot guarantee that such financing will be available in the future.
Furthermore, we need additional financing to support the anticipated growth of
our MultiBand subsidiary. We cannot guarantee that we will be able to obtain
this additional financing.
DEREGULATION
Several regulatory and judicial proceedings have recently concluded,
are underway or may soon be commenced that address issues affecting operations
and those of our competitors, which may cause significant changes to our
industry. We cannot predict the outcome of these developments, nor can we assure
you that these changes will not have a material adverse effect on us.
Historically, we have been a reseller of products and services, not a
manufacturer or carrier requiring regulation of its activities. Pursuant to
Minnesota statutes, our MultiBand activity is specifically exempt from the need
to tariff our services in multiple dwelling units (MDUs). However, the
Telecommunications Act of 1996 provides for significant deregulation of the
telecommunications industry, including the local telecommunications and
long-distance industries. This federal statute and the related regulations
remain subject to judicial review and additional rule-makings of the Federal
Communications Commission, making it difficult to predict what effect the
legislation will have on us, our operations, and our competitors.
DEPENDENCE ON STRATEGIC ALLIANCE
Vicom has a distribution agreement with NEC, its main supplier of
telecommunication products, which expires June 30, 2002. An interruption or
substantial modification of Vicom's distribution relationship with NEC could
have a material adverse effect on Vicom's business, operating results and
financial condition.
ATTRACTION AND RETENTION OF EMPLOYEES
Vicom's success depends on the continued employment of certain key
personnel, including executive officers. If Vicom were unable to continue to
attract and retain a sufficient number of qualified key personnel, its business,
operating results and financial condition could be materially and adversely
affected. In addition, Vicom's success depends on its ability to attract,
develop, motivate and retain highly skilled and educated professionals with a
wide variety of management, marketing, selling and technical capabilities.
Competition for such personnel is intense and is expected to increase in the
future.
INTELLECTUAL PROPERTY RIGHTS
Vicom relies on a combination of trade secret, copyright, and trademark
laws, license agreements, and contractual arrangements with certain key
employees to protect its proprietary rights and the proprietary rights of third
parties from which Vicom licenses intellectual property. If it was determined
that Vicom infringed the intellectual property rights of others, it could be
required to pay substantial damages or stop selling products and services that
contain the infringing intellectual property, which could have a material
adverse effect on Vicom's business, financial condition and results of
operations. Also, there can be no assurance that Vicom would be able to develop
non-infringing technology or that it could obtain a license on commercially
reasonable terms, or at all. Vicom's success depends in part on its ability to
protect the proprietary and confidential aspects of its technology and the
products and services it sells. There can be no assurance that the legal
protections afforded to Vicom or the steps taken by Vicom will be adequate to
prevent misappropriation of Vicom's intellectual property.
VARIABILITY OF QUARTERLY OPERATING RESULTS; SEASONALITY
Variations in Vicom's revenues and operating results occur from quarter
to quarter as a result of a number of factors, including customer engagements
commenced and completed during a quarter, the number of business days in a
quarter, employee hiring and utilization rates, the ability of customers to
terminate engagements without penalty, the size and scope of assignments and
general economic conditions. Because a significant portion of Vicom's expenses
are relatively fixed, a variation in the number of customer projects or the
timing of the initiation or completion of projects could cause significant
fluctuations in operating results from quarter to quarter. Further, Vicom has
historically experienced a seasonal fluctuation in its operating results, with a
larger proportion of its revenues and operating income occurring during the
third quarter of the fiscal year.
CERTAIN ANTI-TAKEOVER EFFECTS
Vicom is subject to Minnesota statutes regulating business combinations
and restricting voting rights of certain persons acquiring shares of Vicom.
These anti-takeover statutes may render more difficult or tend to discourage a
merger, tender offer or proxy contest, the assumption of control by a holder of
a large block of Vicom's securities, or the removal of incumbent management.
USE OF PROCEEDS OF EXERCISED WARRANTS
Vicom intends to use any proceeds from the exercise of the warrants for
working capital and other general corporate purposes. If our management does not
effectively use such proceeds, our stock price could decline.
VOLATILITY OF VICOM'S COMMON STOCK
The trading price of our common stock has been and is likely to be
volatile. The stock market has experienced extreme volatility, and this
volatility has often been unrelated to the operating performance of particular
companies. We cannot be sure that an active public market for our common stock
will continue after this offering. Investors may not be able to sell the common
stock at or above the price they paid for their common stock, or at all. Prices
for the common stock will be determined in the marketplace and may be influenced
by many factors, including variations in our financial results, changes in
earnings estimates by industry research analysts, investors' perceptions of us
and general economic, industry and market conditions.
FUTURE SALES OF OUR COMMON STOCK MAY LOWER OUR STOCK PRICE
If our existing shareholders sell a large number of shares of our
common stock, the market price of the common stock could decline significantly.
The perception in the public market that our existing shareholders might sell
shares of common stock could depress our market price. Immediately after this
offering, based on the number of shares outstanding as of January 5, 2002, and
assuming all of the warrants are exercised 12,039,791 shares of our common stock
will be outstanding. Of those shares, approximately 9,989,768 will be freely
tradable on the public market (which includes the 3,103,709 shares offered under
this prospectus). The remaining 2,050,023 outstanding shares, or 17% of our
total outstanding shares, will become available for resale in the public market
as shown on the chart below.
NUMBER OF SHARES DATE OF FIRST AVAILABILITY FOR SALE
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372,301 January 2002, subject (in certain circumstances) to volume limitations
1,677,722 August 2002, subject (in certain circumstances) to volume limitations
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2,050,023
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FORWARD-LOOKING STATEMENTS
This registration statement and related prospectus contains
forward-looking statements within the meaning of federal securities law.
Terminology such as "may," "will," "expect," "anticipate," "believe,"
"estimate," "continue," "predict," or other similar words, identify
forward-looking statements. These statements discuss future expectations,
contain projections of results of operations or of financial condition or state
other forward-looking information. Forward-looking statements appear in a number
of places in this prospectus and include statements regarding our intent, belief
or current expectation about, among other things, trends affecting the
industries in which we operate, as well as the industries we service, and our
business and growth strategies. Although we believe that the expectations
reflected in these forward-looking statements are based on reasonable
assumptions, forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. Actual results my differ materially from
those predicted in the forward-looking statements as a result of various
factors, including those set forth in "Risk Factors."
GOING CONCERN
Should the Company not be able to satisfactorily resolve many of the
items discussed previously under "Risk Factors," it may not be able to continue
as a going concern.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of common
stock by the selling shareholders under this prospectus. We will receive
proceeds from exercise of warrants sold under this prospectus, those proceeds
estimated to be $2,367,986 after payment of the offering expenses and assuming
the warrants are exercised. We have agreed to pay all of the expenses related to
this offering, estimated to be approximately $10,000.
We expect to use the net proceeds from the exercise of the warrants
primarily for acquisitions, working capital and other general corporate
purposes, including expenditures for sales, marketing, fixed assets and
inventory. No specific amount has been allocated to any particular purpose.
Pending these uses, we intend to invest the net proceeds of this offering in
investment grade, interest-bearing securities.
DIVIDEND POLICY
We have never paid cash dividends on our common stock, nor do we have
plans to do so in the foreseeable future. The declaration and payment of any
cash dividends on our common stock in the future will be determined by our Board
of Directors, in its discretion, and will depend on a number of factors,
including our earnings, capital requirements and overall financial condition.
The holders of our Series A Cumulative Convertible Preferred Stock are
entitled to receive a cumulative dividend of 8% per year, payable quarterly, and
the holders of our Series B and Series C Preferred Stock are entitled to receive
cumulative dividends of 10% per year, payable monthly. The holders of our Series
D Cumulative Convertible Preferred Stock are entitled to receive a cumulative
dividend of 14% per year, payable quarterly.
SELLING SHAREHOLDERS
This prospectus covers offers and sale of shares of our common stock by
the selling shareholders, including shares issuable upon exercise of warrants.
The table below lists the selling shareholders, shows the shares of
common stock beneficially owned by each of the selling shareholders as of
January 5, 2002, and the shares offered for resale by each of the selling
shareholders. Beneficial ownership includes shares which the selling
shareholders can acquire upon exercise of the warrants (all of which are
currently exercisable) or of options exercisable currently or within 60 days
after January 5, 2002. Our registration of these shares does not necessarily
mean that any selling stockholder will sell all or any of their shares of common
stock. The "Shares Beneficially Owned After Offering" columns in the table
assume that all shares covered by this prospectus will be sold by the
shareholders and that no additional shares of common stock are bought or sold by
any selling shareholder. Except for the placement agent, or as noted in the
footnotes, no selling stockholder has had, within the past three years, any
position, office or other material relationships with us.
The information provided in the table is from the selling shareholders,
reports furnished to us under rules of the SEC, and our stock ownership records.
Shares Beneficially Shares Beneficially
Owned Prior Shares Owned After
To Offering(1) To Be Sold Offering(1)
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Shares Total
Underlying Number of
Beneficial Owner Shares(2) Warrants Shares Percent(3) Number Percent
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Joseph Geraci 50,000 50,000 * 50,000 0 0
Dennis Boettcher 67,475 67,475 * 67,475 0 0
William Clark 34,199 34,199 * 34,199 0 0
Edmond Post 16,984 16,984 * 16,984 0 0
Richard Schommer 23,707 23,707 * 23,707 0 0
M J Segal 15,300 16,110 31,410 * 31,410 0 0
Private Investors Equity Group 1,700 1,790 3,490 * 3,490 0 0
G L Ness 10,000 10,000 * 10,000 0 0
Crestview Capital Fund, L.P. 359,713 269,785 629,498 5.9% 629,498 0 0
Donald Miller(4) 100,000 250,000 350,000 3.3% 350,000 0 0
Newport Capital Holdings, Inc.(5) 190,000 670,000 860,000 8.0% 860,000 0 0
RCA 1993 Trust #2 35,971 26,978 62,949 * 62,949 0 0
Louise Abrahams 3,598 2,698 6,296 * 6,296 0 0
DRL Partners 7,194 5,396 12,590 * 12,590 0 0
Richard Abrahams CRT 17,986 13,489 31,475 * 31,475 0 0
Richard Abrahams IRA 7,194 5,396 12,590 * 12,590 0 0
Aaron Soderberg 0 22,731 22,731 * 22,731 0 0
Equity Securities 0 525 525 * 525 0 0
Wayne Gysland 0 500 500 * 500 0 0
Scott Zbikowski 200,000 0 200,000 1.9% 200,000 0 0
David Flod 200,000 0 200,000 1.9% 200,000 0 0
James L. Mandel(6) 10,000 0 10,000 * 10,000 0 0
The Amara Group, Inc. 467,290 0 467,290 4.3% 467,290
TOTAL 1,818,311 1,285,398 3,103,709 3,103,709
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(1) Each person has sole voting and sole dispositive power with respect to all
outstanding shares, except as noted.
(2) Excludes shares underlying warrants.
(3) Based on 10,754,393 shares outstanding at January 5, 2002, and 12,039,791
shares outstanding after the exercise of warrants. Each figure showing the
percentage of outstanding shares owned beneficially has been calculated by
treating as outstanding and owned the shares which could be purchased by the
indicated person within 60 days upon the exercise of stock options and warrants
(including the warrants).
(4) Mr. Miller is a Director of the Company.
(5) Newport Capital Holdings, Inc. has, from time to time, provided the Company
with consultative advice concerning potential merger and acquisition related
activity.
(6) Mr. Mandel is a director and executive officer of the Company.
* Less than 1%
PLAN OF DISTRIBUTION
Vicom is registering the shares of common stock on behalf of the
selling shareholders. All costs, expenses and fees in connection with the
registration of the shares offered by this prospectus will be borne by Vicom.
The sale of the shares may be effected by selling shareholders from time to time
in one or more types of transactions, which may include block transactions,
sales in the over-the-counter market or on a national securities market or
quotation system, in negotiated transactions, through put or call options
transactions relating to the shares, through short sales of shares, or a
combination of these methods of sales, at market prices prevailing at the time
of sale, or at negotiated prices. These transactions may or may not involve
brokers or dealers. The selling shareholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker dealers regarding the sale of their securities, nor is
there an underwriter or coordinated broker acting in connection with the
proposed sale of shares by the selling shareholders.
The selling shareholders may make these transactions by selling shares
directly to purchasers or to or through broker-dealers, who may act as agents or
principals. Those broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling shareholders and/or the
purchasers of shares for whom the broker-dealers may act as agents or to whom
they sell as principal, or both, which compensation as to a particular broker-
dealer might be in excess of customary commissions.
The selling shareholders and any broker-dealers that act in connection
with the sale of shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended. Any commissions
received by the broker/dealers or any profit on the resale of the shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against various liabilities, including liabilities
arising under the Securities Act.
Because selling shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling shareholders
will be subject to the prospectus delivery requirements of the Securities Act.
We have informed the selling shareholders that the anti-manipulative provisions
of Regulation M promulgated under the Securities Exchange Act of 1934 may apply
to their sales in the market.
Selling shareholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act, if
they meet the criteria and conform to the requirements of Rule 144. Upon our
being notified by a selling shareholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, a supplement to this prospectus will be filed, as
required, pursuant to Rule 424(b) under the Securities Act, disclosing:
* the name of that selling shareholder and of the participating
broker-dealer(s);
* the number of shares involved;
* the initial price at which the shares were sold;
* the commissions paid or discounts or concessions allowed to
the broker-dealer(s), where applicable;
* that the broker/dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus; and
* other facts material to the transactions.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 302A.251 of the Minnesota statutes, a corporation shall,
unless prohibited or limited by its Articles of Incorporation or Bylaws,
indemnify its directors, officers, employees and agents against judgments,
penalties, fines, settlements and reasonable expenses, including attorneys' fees
and disbursements, incurred by such person who was, or is threatened to be, made
a party to a proceeding by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation if generally, with
respect to the acts or omissions of the person complained of in the proceeding,
the person (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith; (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (v) reasonably believed the
conduct was in the best interest of the corporation or, in certain
circumstances, reasonably believed that the conduct was not opposed to the best
interests of the corporation. Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on behalf of any indemnified
party against any liability asserted against such person, whether or not the
corporation would have been required to indemnify the person against liability
under the provisions of Minnesota corporate law. Vicom's Articles of
Incorporation provide for indemnification pursuant to Minnesota statutes. We
also have directors' and officers' insurance in the amount of $3,000,000 per
occurrence.
LEGAL MATTERS
The validity of the shares of common stock being offered by this
prospectus will be passed upon for us by Steven M. Bell, Esq. of New Hope,
Minnesota.
EXPERTS
The consolidated financial statements and Schedule II of Vicom,
Incorporated and Subsidiaries, incorporated by reference in this prospectus, for
the years ended December 31, 2000, 1999 and 1998 have been audited by Lurie
Besikof Lapidus & Company, LLP, independent certified public accountants, as
indicated in their reports with respect thereto, and are included in this
prospectus in reliance upon the authority of such firm as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We will be filing annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission
under File No. 0-13529. You may read and copy any document in our public files
at the SEC's offices at:
* Judiciary Plaza
450 Fifth Street, NW
Room 1024
Washington, D.C. 20549
* 500 West Madison Street
Suite 1400
Chicago, Illinois 60606
* 3475 Lenox, N.E.
Suite 1000
Atlanta, Georgia 30326
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's website at http://www.sec.gov, through the SEC's electronic data
gathering analysis and retrieval system, EDGAR. Our common stock is traded on
the NASDAQ Smallcap Market under the symbol "VICM." Information about us is also
available from the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
This prospectus is part of a registration statement that we filed with
the SEC. You should rely only on the information provided in this prospectus or
any supplement. We have not authorized anyone else to provide you with different
information. You should not assume that the information in this prospectus or
any supplement is accurate as of any date other than the date on the front of
that document.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which we have filed with the Commission, are
incorporated by reference in this Prospectus:
* our Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 2000;
* our proxy statement for the 2000 Annual Meeting of
Shareholders;
* our quarterly reports on Form 10-Q, as amended, for the
quarters ended March 31, 2001, June 30, 2001 and September 30,
2001; and
* our Forms 8-K filed October 26, 2001 and 8-K/A filed November
5, 2001; and
* the description of our common stock contained in our
Registration Statement on Form 10.
All documents we file in the future pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering are also incorporated by reference and are an
important part of this Prospectus. Any statement contained in a document
incorporated by reference in this Prospectus shall be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which is incorporated by
reference modifies or supersedes such statement.
We will provide without charge to each person to whom this Prospectus
is delivered, upon request, a copy of any or all documents that have been or may
be incorporated by reference in the Prospectus (other than exhibits to such
documents which are not specifically incorporated by reference into such
documents). Your requests should be directed to our Chief Financial Officer at
our principal executive offices at:
9449 Science Center Drive
New Hope, Minnesota 55428
Telephone Number (763) 504-3000
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
All statements contained in this Prospectus and the documents we
incorporate be reference that are not statements of historical fact are
"forward-looking statements". Sometimes these statements contain words like
"believe", "belief", "plan", "anticipate", "expect", "estimate", "may", "will",
or similar terms. Forward-looking statements involve known or unknown
uncertainties and other factors that could cause actual results to be materially
different from historical results or from any future results expressed or
implied by the forward-looking statements. The "Risk Factors" section of this
Prospectus, beginning on page 2, summarizes certain of the material risks and
uncertainties that could cause our actual results, performance or achievements
to differ materially from what we have said in this Prospectus and the documents
we incorporate by reference. The Risk Factors apply to all of our
forward-looking statements. Given these uncertainties, you should not place
undue reliance on these forward-looking statements, which speak only as of the
date of this Prospectus. We will not revise these forward-looking statements to
reflect events or circumstances after the date of this Prospectus or to reflect
the occurrence of unanticipated events.
VICOM,
INCORPORATED
3,103,709 SHARES OF COMMON STOCK
----------------
PROSPECTUS
----------------
JANUARY , 2002
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses and costs payable by the
Registrant expected to be incurred in connection with the issuance and
distribution of the securities described in this registration statement. All
amounts are estimated except for the Securities and Exchange Commission's
registration fee.
AMOUNT
------
Registration fee under Securities Act............ $ 1,516.00
Selling Agent's commissions...................... $0.00
Legal fees and expenses.......................... $ 2,000.00
Accounting fees and expenses..................... $ 4,000.00
Printing expenses................................ $ 2,000.00
Registrar and transfer agent fees................ $ 0.00
Miscellaneous expenses........................... $ 484.00
Total......................................... $10,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Statutes empowers a Minnesota
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.
Article VII of the Registrant's Articles of Incorporation eliminates
the liability of directors of the Registrant to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty except for any
breach of a director's duty of loyalty to the Registrant or its shareholders,
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, under Sections 302A.559 of the Minnesota Statutes
(relating to illegal distributions) or Section 80A.23 of the Minnesota Statutes
(relating to securities law violations), for any transaction from which the
director derived an improper personal benefit; or for any act or omission
occurring prior to May 22, 1987, which is the date that this provision in the
Registrant's Articles became effective.
The above discussion of Section 302A.521 and of the Registrant's
Articles of Incorporation is not intended to be exhaustive and is respectively
qualified in its entirety by such statute and the Articles of Incorporation. The
Registrant has insurance in the amount of $2,000,000 per occurrence insuring
its directors and officers and those of its subsidiaries against certain
liabilities they may incur in their capacity as directors and officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as exhibits to this registration
statement:
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Asset Purchase Agreement and related documents with Enstar
Networking Corporation dated December 31, 1998(1)
2.2 Agreement and Plan of Merger with Ekman, Inc. dated December 29,
1999(1)
3.1 Amended and Restated Articles of Incorporation of Vicom, Inc.(1)
3.2 Restated Bylaws of Vicom, Incorporated(1)
3.3 Articles of Incorporation of Corporate Technologies, USA,
Inc.(1)
3.4 Bylaws of Corporate Technologies, USA, Inc.(1)
4.1 Certificate of Designation of the Relative Rights, Restrictions
and Preferences of 8% Class A Cumulative Convertible Preferred
Stock and 10% Class B Cumulative Convertible Preferred Stock
dated December 9, 1998(1)
4.2 Form of Warrant Agreement(1)
4.3 Warrant Agreement with James Mandel dated December 29, 1999(1)
4.4 Warrant Agreement with Marvin Frieman dated December 29, 1999(1)
4.5 Warrant Agreement with Pierce McNally dated December 29, 1999(1)
4.6 Warrant Agreement with Enstar, Inc. dated December 29, 1999(1)
4.7 Warrant Agreement with David Ekman dated December 29, 1999(1)
4.8 Certificate of Designation of the Relative Rights, Restrictions
and Preferences of 10% Class C Cumulative Convertible Stock(2)
5.1 Opinion of Steven M. Bell, Esq.(5)
10.1 Vicom Lease with Marbell Realty dated June 20, 1996(1)
10.2 Employment Agreement with Marvin Frieman dated October 1,
1996(1)
10.3 Employment Agreement with Steven Bell dated October 1, 1996(1)
10.4 Employment Agreement with James Mandel dated August 14, 1998(1)
10.5 Vicom Associate Agreement with NEC America, Inc. dated June
1999(1)
10.6 Loan Agreement with Wells Fargo dated June 17, 1999(1)
10.7 Employment Agreement with David Ekman dated December 29, 1999(1)
10.8 Debenture Loan Agreement with Convergent Capital dated March 9,
2000(1)
10.9 Corporate Technologies, USA, Inc. lease with David Ekman dated
January 19, 2000(1)
10.10 Amendment dated July 11, 2000 to debenture loan agreement with
Convergent Capital dated March 9, 2000.(2)
10.11 Note with Pyramid Trading, L.P.(4)
19.1 2000 Non-Employee Director Stock Compensation Plan(3)
19.2 2000 Employee Stock Purchase Plan(3)
21.1 List of subsidiaries of the registrant(1)
23.1 Consent of Lurie Besikof Lapidus & Company, LLP(5)
24.1 Power of Attorney (included on signature page of original
registration statement)
(1) Previously filed as the same exhibit to the Registrant's Registration
Statement on Form 10, as amended.
(2) Previously filed as the same exhibit to the original Registration
Statement on Form S-1 filed on August 11, 2000 and declared effective
on August 18, 2000.
(3) Previously filed as the same exhibit to Registrants Proxy Statement on
Form 14A, filed on July 31, 2000.
(4) Previously filed as the same exhibit to the original Registration
Statement on Form S-1 filed on August 15, 2001 and declared effective
on August 20, 2001.
(5) Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1993, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For purposes of determining any liability under the Securities
Act of 1993, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this post-effective amendment no. 1 to registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Hope, State of Minnesota, on January 31,
2002.
VICOM, INCORPORATED
By:
Steven M. Bell
PRESIDENT AND CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act, this registration
statement on Form S-3 has been signed by the following persons in their
capacities indicated as of January 31, 2002.
SIGNATURE TITLE
--------- -----
Steven. M. Bell President, Chief Financial Officer and Director
--------------- (Principal Financial and Accounting Officer)
/s/ Steven M. Bell
James L. Mandel Chief Executive Officer and Director (Principal
--------------- Executive Officer)
/s/ James L. Mandel
Marvin Frieman Chairman and Director
--------------
/s/ Marvin Frieman
Jonathan Dodge Director
--------------
/s/ Jonathan Dodge
David Ekman Director
-----------
/s/ David Ekman
Paul Knapp Director
----------
/s/ Paul Knapp
Pierce McNally Director
--------------
/s/ Pierce McNally
Donald Miller Director
-------------
/s/ Donald Miller
*By:
Steven M. Bell
ATTORNEY-IN-FACT
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Asset Purchase Agreement and related documents with Enstar
Networking Corporation dated December 31, 1998(1)
2.2 Agreement and Plan of Merger with Ekman, Inc. dated December 29,
1999(1)
3.1 Amended and Restated Articles of Incorporation of Vicom, Inc.(1)
3.2 Restated Bylaws of Vicom, Incorporated(1)
3.3 Articles of Incorporation of Corporate Technologies, USA,
Inc.(1)
3.4 Bylaws of Corporate Technologies, USA, Inc.(1)
4.1 Certificate of Designation of the Relative Rights, Restrictions
and Preferences of 8% Class A Cumulative Convertible Preferred
Stock and 10% Class B Cumulative Convertible Preferred Stock
dated December 9, 1998(1)
4.2 Form of Warrant Agreement(1)
4.3 Warrant Agreement with James Mandel dated December 29, 1999(1)
4.4 Warrant Agreement with Marvin Frieman dated December 29, 1999(1)
4.5 Warrant Agreement with Pierce McNally dated December 29, 1999(1)
4.6 Warrant Agreement with Enstar, Inc. dated December 29, 1999(1)
4.7 Warrant Agreement with David Ekman dated December 29, 1999(1)
4.8 Certificate of Designation of the Relative Rights, Restrictions
and Preferences of 10% Class C Cumulative Convertible Stock(2)
5.1 Opinion of Steven M. Bell, Esq.(5)
10.1 Vicom Lease with Marbell Realty dated June 20, 1996(1)
10.2 Employment Agreement with Marvin Frieman dated October 1,
1996(1)
10.3 Employment Agreement with Steven Bell dated October 1, 1996(1)
10.4 Employment Agreement with James Mandel dated August 14, 1998(1)
10.5 Vicom Associate Agreement with NEC America, Inc. dated June
1999(1)
10.6 Loan Agreement with Wells Fargo dated June 17, 1999(1)
10.7 Employment Agreement with David Ekman dated December 29, 1999(1)
10.8 Debenture Loan Agreement with Convergent Capital dated March 9,
2000(1)
10.9 Corporate Technologies, USA, Inc. lease with David Ekman dated
January 19, 2000(1)
10.10 Amendment dated July 11, 2000 to debenture loan agreement with
Convergent Capital dated March 9, 2000.(2)
10.11 Note with Pyramid Trading, L.P.(4)
19.1 2000 Non-Employee Director Stock Compensation Plan(3)
19.2 2000 Employee Stock Purchase Plan(3)
21.1 List of subsidiaries of the registrant(1)
23.1 Consent of Lurie Besikof Lapidus & Company, LLP(5)
24.1 Power of Attorney (included on signature page of original
registration statement)
------------
(1) Previously filed as the same exhibit to the Registrant's Form 10, as
amended.
(2) Previously filed as the same exhibit to the original Registration
Statement on Form S-1 filed on August 11, 2000 and declared effective
on August 18, 2000.
(3) Previously filed as the same exhibit to Registrants Proxy Statement on
Form 14A, filed on July 31, 2000.
(4) Previously filed as the same exhibit to the original Registration
Statement on Form S-1 filed on August 15, 2001 and declared effective
on August 20, 2001.
(5) Filed herewith.