VNCI-Date 8-25= June 6th REGISTRATION $4 WARRANTs/ so with the 3 mill a day vol, the bet is still valid this week IMHO-
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EXPLANATORY NOTE This registration statement is to register the offering and sale of certain securities of Video Network Communications, Inc. ("VNCI" or the "Company"). The Company completed a private placement in August 2000 (the "Private Placement") of 1,760,000 units, each unit consisting of one share of common stock, par value $.01 per share (the "Common Stock"), and one redeemable warrant to purchase one share of Common Stock at an initial exercise price of $4.00 per share (the "Warrants"). In the Private Placement, the units were not separately certificated, and the Company did not issue any units. In connection with the Private Placement, the Company agreed to use its best efforts to have a registration statement covering the offering and sale of the securities issued in the Private Placement declared effective by the Securities and Exchange Commission (the "Commission") no later than December 23, 2000. On October 13, 2000, the Company filed a registration statement on Form S-3 (the "Form S-3") to register the offering and sale or resale of the securities issued in the Private Placement as set forth therein, and, on December 11, 2000, the Company filed Amendment No. 1 to the Form S-3. Subsequently, the Company withdrew the Form S-3 effective on March 12, 2001. The Registrant filed this registration statement on Form SB-2 on March 13, 2001 to register the offering and sale of certain of the securities previously sought to be registered on the Form S-3, as well as certain additional securities as indicated on the cover page of this registration statement. In connection with the Private Placement, the Registrant issued, on December 23, 2000, January 23, 2001, February 23, 2001, March 23, 2001, April 23, 2001 and May 23, 2001, to certain selling stockholders named herein, the placement agent of the Private Placement and to certain other investors in Private Placement, extra warrants (the "Extra Warrants") to purchase a total of 419,694 shares of Common Stock at an initial purchase price of $4.00 per share. The Registrant was obligated to issue such Extra Warrants because a registration statement covering the offering and resale of the securities issued in the Private Placement had not been declared effective by the Commission. The Extra Warrants have the same terms as the Warrants. The Company is also required to issue Extra Warrants on each monthly anniversary of December 23, 2000 until the earlier of the effective date of a registration statement covering the offering and sale of the securities issued in the Private Placement, or July 23, 2002. This registration statement registers the offering and public resale by certain selling stockholders of the following securities: (1) 1,689,999 of the shares of Common Stock originally issued by the Company in the Private Placement, (2) Warrants to purchase 1,689,999 shares of Common Stock originally issued by the Company in the Private Placement, (3) Extra Warrants to purchase 406,197 shares of Common Stock, (4) up to an additional 1,689,999 shares of Common Stock underlying the Warrants, (5) up to an additional 406,197 shares of Common Stock underlying the Extra Warrants, (6) 264,000 shares of Common Stock and Warrants to purchase 264,000 shares of Common Stock issuable upon exercise of a purchase option (the "Purchase Option") issued to the placement agent of the Private Placement, and (7) the 264,000 shares of Common Stock issuable upon exercise of the Warrants underlying the Purchase Option. The Purchase Option is exercisable at an initial exercise price of $2.125 per share of Common Stock and Warrant purchased, subject to adjustment. The Purchase Option became exercisable on February 26, 2001 and may be exercised until August 25, 2005. The securities covered by this registration statement that may be offered and sold by certain selling stockholders may be offered and sold on a delayed or continuous basis from time to time. This registration statement also registers the offering and sale by the Company of up to 1,760,000 shares of Common Stock to the holders ("Transferees") of Warrants who purchase such Warrants from the original holders of the Warrants and up to 419,694 shares of Common Stock to holders of Extra Warrants who purchase such Extra Warrants from the original holders of the Extra Warrants. In addition, this registration statement also registers the offering and sale by the Company of up to an additional 264,000 shares of Common Stock to the holders of Warrants that may be issued upon exercise of the Purchase Option who purchase such Warrants from the original holders. All of the securities to be offered and sold by the selling stockholders, other than the Purchase Option and the securities issuable upon exercise of the Purchase Option, are subject to a lock-up arrangement that expires on August 25, 2001, except that such securities may be transferred earlier with the prior written consent of the placement agent of the Private Placement. All of the equity securities covered by this registration statement to be offered and sold by the selling stockholders will be sold for their own accounts, and the Company will not receive any proceeds from the sale of such securities. If the Warrants are exercised in full, the Company will receive gross proceeds of $7,040,000. If the Extra Warrants are exercised in full, the Company will receive gross proceeds of $1,678,776. If the Purchase Option is exercised in full for cash, the Company will receive gross proceeds of $561,000, and if the Warrants issuable upon exercise of the Purchase Option are exercised in full, then the Company will receive additional gross proceeds of $1,056,000. The Company intends to use any net proceeds from the exercise of the Warrants and the Extra Warrants and the exercise of the Purchase Option and the underlying Warrants for general corporate purposes and to provide working capital. 6 PROSPECTUS VIDEO NETWORK COMMUNICATIONS, INC. {VNCI LOGO} This prospectus relates to the offering and resale of the following
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