Viseon, Inc - On August 25, 2006, Viseon accepted the resignation...

Viseon, Inc - Recent Material Event

Item 5.02 is incorporated herein by reference.

Item 5.02 Departure Of Directors Or Principal Officers; Election Of Directors; Appointment Of Principal Officers.

On August 25, 2006, Viseon accepted the resignation of Sean Belanger from its Board of Directors and as the President and Chief Executive Officer of Viseon. To the knowledge of Viseon’s executive officers, Mr. Belanger’s resignation was not due to any disagreement with the Viseon’s operations, policies or practices.

The remaining directors of Viseon appointed John Harris, the Chief Technical Officer of Viseon, to serve as the President and Chief Executive Officer, effective immediately. At this time, Viseon has not named a replacement to the Board of Directors seat vacated due to the resignation of Mr. Belanger.

In connection with Mr. Belanger’s resignation, he and Viseon entered into the Separation Agreement, in order to provide for the termination of his employment agreement and his compensation under that agreement, which was made effective as of July 31, 2006, and to set forth the parties’ agreement with respect to the termination of his employment. The Separation Agreement includes a release by Mr. Belanger of claims that he may have against Viseon in connection with his employment and under the terms of his employment agreement. The parties also agreed in the Separation Agreement that Mr. Belanger would provide certain advisory and consulting services to Viseon for a period of up to one year after July 31, 2006, which is the effective date for the termination of his employment agreement. As consideration for Mr. Belanger’s release, consulting services and other commitments under the Separation Agreement, Viseon agreed to pay him $300,000 in twenty-four installments during the twelve month period beginning July 31, 2006, with the first four months of payments, in the amount of $100,000 (less any salary paid to him in August 2006), being paid in a lump sum within two business days after the parties signed the Separation Agreement. In addition, Viseon caused the 2,861,472 options granted to Mr. Belanger in May 2006, which have an exercise price of $0.32 per share, to be fully vested immediately. Mr. Belanger’s options will continue to be subject to the remaining terms of the relevant option agreements and company stock option plans.

Registrant’s response to Item 1.01 is incorporated herein by reference.

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.