UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section l3 or l5(d) of the
Securities Exchange Act of l934
Date of Report (Date of earliest event reported) December 18, 1997
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VISUAL EDGE SYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20995 13-3778895
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
2424 North Federal Highway, Suite 100, Boca Raton, FL 33431
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(Address of principal executive offices) (Zip Code)
(561) 750-7559
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(Registrant's telephone number, including area code)
Item 5. Other Events
On December 18, 1997, Visual Edge Systems Inc. (the "Company") and the
Cadillac Motor Car Division of General Motors Corporation ("Cadillac")
entered into an Amended and Restated Guarantee and Agreement (the "Amended
Agreement"), which amended the terms of the Company's prior agreement with
Cadillac entered into on August 5, 1997 (the "Original Agreement").
As was the case with the Original Agreement, the Amended Agreement grants
Cadillac the U.S. dealership showroom rights to the Company's One-on-One with
Greg Norman concept, allowing Cadillac to offer its customers a free video
golf lesson personally analyzed by Greg Norman if they test drive a Cadillac.
Such dealership showroom rights had been granted exclusively to Cadillac,
subject to the limitations on exclusivity set forth below. The Amended
Agreement extended the rights to the concept to other General Motors
divisions. The Company is to provide each participating Cadillac or General
Motors dealership with all marketing materials related to this promotion,
including creative for print and radio advertisements, banners and posters.
While the Original Agreement provided for a test phase period ending on
December 31, 1997, after which Cadillac had the right to terminate the
Original Agreement at any time through January 31, 1998, the term of the
Amended Agreement runs through December 31, 2000, without any reference to a
test phase. Provided the Company has enough vans in operation to service all
of the Cadillac or General Motors dealers on a nationwide basis, for the
period from December 18, 1997 through December 31, 1998, Cadillac has
guaranteed to purchase a total of 1,500 "Event Days" from the Company. Each
"Event Day" is a day on which one of the Company's One-on-One vans appears at
a Cadillac dealership to provide up to 150 instructional videotapes for
Cadillac's customers. On or prior to August 31, 1998, the Company must
notify Cadillac as to whether the guaranteed number of "Event Days" are
scheduled to be conducted by December 31, 1998. If 1,500 "Event Days" are
not scheduled and conducted by December 31, 1998, then the Company is no
longer obligated to provide its product exclusively to Cadillac, and may
offer its product to auto dealerships other than Cadillac and General Motors
dealerships. In each of the periods from January 1, 1999 through December
31, 1999 and January 1, 2000 through December 31, 2000, the terms of the
Amended Agreement remain the same, except that the number of "Event Days"
guaranteed by Cadillac increases to 2,500 in each of such periods. In the
event that in any given year the number of actual "Event Days" conducted by
the Company is less than the number of "Event Days" guaranteed by Cadillac
(1,500 or 2,500, as the case may be), then the Company is no longer obligated
to provide its product exclusively to Cadillac; in such event Cadillac,
however, has no obligation to pay the Company for the difference between the
guaranteed number of "Event Days" and the actual number of "Event Days"
provided by the Company to Cadillac dealerships.
The Company currently has 15 vans in operation, though it believes it
will need approximately 25 vans to potentially realize the minimum guarantee
of 1500 "Event Days" for 1998. The Company believes that it will require 30
to 35 vans in the years 1999 and 2000 to potentially realize the minimum
guarantee of 2500 "Event Days."
2
(c) Exhibits
99.1 Amended and Restated Guarantee and Agreement, dated as of
December 18, 1997, between Visual Edge Systems Inc. and Cadillac
Motor Car Division of General Motors Corporation.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VISUAL EDGE SYSTEMS INC.
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(Registrant)
By: /s/ Earl T. Takefman
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Earl T. Takefman
Chief Executive Officer
Date: December 30, 1997
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EXHIBIT INDEX
No.
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99.1 Amended and Restated Guarantee and Agreement, dated as of
December 18, 1997, between Visual Edge Systems Inc. and Cadillac
Motor Car Division of General Motors Corporation.