Item
3.02 Unregistered
Sales of Equity Securities
On
November 17, 2006, the Board of Directors of Viseon, Inc., a Nevada corporation
(“Viseon”), approved the issuance of an aggregate 17,939,522 shares of Viseon’s
common stock, $0.01 par value (“Common Stock”), as payment of a portion of the
dividends that had accrued as of November 1, 2006, on Viseon’s outstanding
shares of Series A and Series B Convertible Preferred Stock. The Series A and
Series B Convertible Preferred Stock holders are entitled to receive dividends
in an aggregate amount of $237,500 and $940,000, respectively, per year, payable
quarterly. The terms of both the Series A and Series B Convertible Preferred
Stock allow Viseon the option to pay the required dividends on the preferred
shares in shares of Common Stock, rather than cash. Viseon elected to exercise
this option and issued 3,826,781 shares of Common Stock with respect to 95
shares of Series A Convertible Preferred Stock for dividends due November 1,
2006, and issued 14,112,741 shares of Common Stock with respect to 376 shares
of
Series B Convertible Preferred Stock for dividends due November 1, 2006,
together with an aggregate $2,292.98 and $26,837.07 in cash, respectively.
The
aforementioned shares of Common Stock were issued in reliance upon the exemption
from registration provided by Section 4(2) of the Securities Act of
1933.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| VISEON, INC. | ||
| |
|
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| Date: November 22, 2006 | By: | /s/ Brian R. Day |
|
Brian
R. Day
Chief
Financial Officer
|
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