-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FeIfCApsyVf+ZxrW11s42MnoFO91yUww6TKRTm87ncx1BfnzpgcLuhuZHOS/t/6j wVZc9Jly2IuV8ARiGzvxBA== 0001010924-01-000001.txt : 20010122 0001010924-01-000001.hdr.sgml : 20010122 ACCESSION NUMBER: 0001010924-01-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010105 EFFECTIVENESS DATE: 20010105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLU SOL INC CENTRAL INDEX KEY: 0001045942 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 870543981 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53252 FILM NUMBER: 1502640 BUSINESS ADDRESS: STREET 1: 5095 WEST 2100 SOUTH STREET 2: 5095 WEST 2100 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84120 BUSINESS PHONE: 8019749475 MAIL ADDRESS: STREET 1: 5095 WEST 2100 CITY: SALT LAKE CITY STATE: UT ZIP: 84120 S-8 1 0001.txt REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------ Volu-Sol, Inc. (Exact name of registrant as specified in its charter) ------------ Utah 87-0543981 (State or other jurisdiction I.R.S. Employer of incorporation or organization) Identification No. 5095 West 2100 South Salt Lake City, Utah 84120 (801) 974-9474 (Address of Principal Executive Offices and Zip Code and Telephone Number of Issuer) Compensation Agreements and Stock Option Grants -------------------------------- Wilford W. Kirton, III, President and CEO Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 (801) 974-9474 (Name, address and telephone number, including area code, of agent for service) Copies to: Kevin R. Pinegar, Esq. Durham Jones & Pinegar PC 111 East Broadway, Suite 900 Salt Lake City, Utah 84111 (801) 415-3000 1 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------- Title of each class Proposed maximum Proposed maxi- of securities to be Amount to be offering price per mum aggregate Amount of registered registered(1) share(2) offering price registration fee(3) - ------------------------------------------------------------------------------------------------------------------- Common Shares, 975,000 shares $1.00 $ 975,000 $ 278 par value $.0001 per share, subject to stock awards, stock options, or stock warrants granted or to be granted to employees, directors or consultants pursuant to compensation agreements - -------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers an indeterminate number of Common Shares that may be issuable by reason of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended. (2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the exercise price of the options and the last sale price of the common stock. (3) $278 per $1,000,000 of aggregate offering price, pursuant to Section 6(b) of the Securities Act of 1933. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of this Registration Statement will be sent or given to employees and consultants as specified by Rule 428(b)(1). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"). Item 2. Registration Information and Employee Plan Annual Information. ------ ------------------------------------------------------------- Registrant shall provide to the Participant, without charge, upon oral or written request, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The Registrant shall also provide to the Participant, without charge, upon oral or written request, all of the documents required to be delivered to the Participant pursuant to Rule 428(b). Any and all such requests shall be directed to the Registrant at the address set forth on the cover page hereof. Its telephone number is (801) 974-9474. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by Volu-Sol, Inc. (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 1999; and (b) Description of the class of securities of the Company to be offered, (incorporated by reference to the Registration Statement of the Company previously filed, pursuant to which the class of Common Stock of the Company was registered under the Securities Exchange Act of 1934, as amended). All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by 3 reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. Sections 16-10a-841 and 16-10a-842 Revised Business Corporation Act of Utah, together with Articles IV and V of the Articles of Incorporation of the Company, provide for indemnification of the Company's directors, officers, employees, fiduciaries or agents, subject to the Company's determination in each instance that indemnification is in accordance with the standards set forth in the Utah Law. The Company may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Company against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Company would have power to indemnify him or her against the same liability under the provisions of the Articles of Incorporation. See Articles IV and V of the Company's Articles of Incorporation, which are incorporated herein by reference and which qualify the foregoing summary statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4(a) Form of Stock Option Grant and Agreement between the Company and certain directors, officers and employees of the Company. 4(b) Form of Stock Award Letter. 5 Opinion of Durham Jones & Pinegar PC regarding validity of common stock registered herein. 4 23(a) Consent of Tanner+Co. 23(b) Consent of Durham Jones & Pinegar PC (included in the opinion filed as Exhibit 5 to this Registration Statement). Item 9. Undertakings. (a) The undersigned Company 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; (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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report 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 the time shall be deemed to be the initial bona fide offering thereof. 5 (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, January 31, 2000. Volu-Sol, Inc. By /s/ Wilford W. Kirton, III ------------------------------------- Wilford W. Kirton, III President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilford W. Kirton, III his attorney-in-fact, with the power of substitution, for him and in any and all capacities, to sign any and all amendments to this Registration Statement (including post effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated. Signature Title Dated /s/ Wilford W. Kirton, III - -------------------------- President and Chairman 11/19/00 Wilford W. Kirton, III of the Board of Directors /s/ Michael G. Acton - -------------------------- Acting CFO (Principal 11/19/00 Michael G. Acton Accounting Officer) /s/ Barry Edwards - -------------------------- Director 11/19/00 Barry Edwards /s/ Ken Westover - -------------------------- Director 11/19/00 Ken Westover 7 EXHIBIT INDEX Exhibits 4(a) -- Form of Stock Option Grant and Agreement between the Company and certain directors, officers and employees of the Company. 4(b) -- Form of Stock Award Letter. 5 -- Opinion of Durham Jones & Pinegar PC regarding validity of common stock registered herein. 23(a) -- Consent of Tanner+Co. 23(b) -- Consent of Durham Jones & Pinegar PC (included in the opinion filed as Exhibit 5 to this Registration Statement). EX-4 2 0002.txt EXHIBIT 4(A) Volu-Sol, Inc. Stock Option Grant and Agreement Volu-Sol, Inc. (the "Company") hereby grants to the Participant an Option to purchase shares of the Company's common stock on the following terms and conditions: 1. Identifying Provisions. As used in this Option, the following terms shall have the following respective meanings: a. Participant is ___________________. b. Date of Grant is ____________________. c. Number of Covered Shares is ____________________. d. Exercise Price Per Share is $__________. 2. Award. This Agreement specifies the terms of the option ("Option") granted to the Participant to purchase the number of Covered Shares of Stock at the Exercise Price set forth above in Paragraph 1. The Option is not intended to constitute an "incentive stock option" ("ISO") as that term is used in Code section 422. 3. Date of Exercise. Except as limited by this Agreement, this Option shall become exercisable immediately or at any time prior to the Expiration Date of this Option, whereupon the Option shall expire and may thereafter no longer be exercised. An installment shall not become exercisable on the otherwise applicable vesting date if the Participant's Date of Termination (as defined in Paragraph 8, below) occurs on or before such vesting date. Notwithstanding the foregoing provisions of this Paragraph 3, the Option shall become exercisable with respect to all of the Covered Shares (to the extent it is not then otherwise exercisable) as follows: a. The Option shall become fully exercisable upon the Participant's Date of Termination, if the Date of Termination occurs by reason of the Participant's death or Disability. b. The Option shall become fully exercisable upon a Change in Control, if the Participant's Date of Termination does not occur on or before the Change in Control. c. The Option may be exercised on or after the Date of Termination only as to that portion of the Covered Shares as to which it was exercisable immediately prior to the Date of Termination, or as to which it became exercisable on the Date of Termination in accordance with this Paragraph 3. 4. Expiration. The Option shall not be exercisable after the Company's close of business on the last business day that occurs prior to the Expiration Date. The Expiration Date shall be the earliest to occur of: 1 a. The five-year anniversary of the Grant Date; b. If the Participant's Date of Termination occurs by reason of death, Disability or Retirement, the one-year anniversary of such Date of Termination; or c. If the Participant's Date of Termination occurs for reasons other than death, Disability, or Retirement, the 90-day anniversary of such Date of Termination. 5. Method of Exercise. Subject to the terms of this Agreement, the Option may be exercised in whole or in part by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company's close of business on the last business day that occurs prior to the Expiration Date. Such notice shall specify the number of Covered Shares the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Board before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock owned by the Participant and acceptable to the Board having an aggregate Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company. 6. Withholding. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Board from time to time, such withholding obligations may be satisfied through the surrender of shares of Stock that the Participant already owns. 7. Transferability. Except as otherwise provided in this Paragraph 7, the Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant's life, may be exercised only by the Participant. However, the Participant, with the prior approval of the Board, may transfer the Option for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of the Participant's Immediate Family or to a partnership or limited liability company for one or more members of the Participant's Immediate Family), subject to such limits as the Board may establish, and the transferee shall remain subject to all terms and conditions applicable to the Option prior to such transfer. The foregoing right to transfer the Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Board, shall also apply to the right to transfer ancillary rights associated with the Option. The term "Immediate Family" means the 2 Participant's spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren. 8. Definitions. Capitalized terms in this Agreement shall have the meaning given them in this Agreement. In addition, the following definitions shall apply: "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act. "Date of Termination" is the first day occurring on or after the Grant Date on which the Participant is not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant's employment shall not be considered terminated while the Participant is on an authorized leave of absence from the Company or Subsidiary. If, as a result of a sale or other transaction, the Participant's employer ceases to be a Subsidiary (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the employer. 9. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary in accordance with the provisions of this Agreement. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Board in such form and at such time as the Board shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the participant, any rights that would have been exercisable by the articipant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant has designated a beneficiary but the Designated Beneficiary dies before the Designated Beneficiary's exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary. 10. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Board of Directors of the Company. Any interpretation of the Agreement by the Board and any decision made by it with respect to the Agreement is final and binding on all persons. 11. Not an Employment Contract. The Option does not confer any right on the Participant with respect to continuation of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right 3 the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant's employment or other service at any time. 12. Rights in Stock before Issuance and Delivery. No person shall be entitled to the privileges of stock ownership in respect of any shares issuable upon exercise of this Option unless and until such shares have been issued to such person as fully-paid shares. 13. Notices. Any notice to be given to the Company shall be addressed to the Company in care of its corporate Secretary at its principal offices and any notice to be given to the Participant shall be addressed to the Participant at the address set forth beneath the Participant's signature hereto or at such other address as the Participant may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as before said, registered or certified and deposited postage and registry or certification fees prepaid in a post office or branch post office regularly maintained by the United States Postal Service. 14. Other Terms. This Agreement has been executed and delivered by the Company in Salt Lake City, Utah and shall be construed and enforced in accordance with the laws of said state, other than any choice of law rules calling for the application of laws of another jurisdiction. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person. If the Company enters into a transaction which is intended to be accounted for using the pooling-of-interests method of accounting, but it is determined by the Board that the Option or any aspect thereof could reasonably be expected to preclude such treatment, then the Board may modify (to the minimum extent required) or revoke (if necessary) the Option or any of the provisions thereof to the extent that the Board determines that such modification or revocation is necessary to enable the transaction to be subject to pooling- of-interests accounting. IN WITNESS WHEREOF the Company has granted this Option on the Date of Grant specified above. Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 By: ____________________________________ Its: President & Chief Executive Officer Participant: - ----------------------------------------- 5 NOTICE OF EXERCISE Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 Ladies and Gentlemen: The undersigned hereby elects to purchase, pursuant to the provisions of the Stock Option Agreement and Option held by the undersigned, dated ___________, _________ shares of Stock of Volu-Sol, Inc., a Utah corporation, issuable upon exercise of said Option. The undersigned hereby represents and warrants that the undersigned is acquiring such stock for his own account and not for resale or with a view to distribution of any part thereof. The undersigned hereby attaches the purchase price payable for such shares at $______ per share in the form of ____________________________________ (specify cash, check, money order, other securities, etc.). Dated: - --------------------------- Signature - --------------------------- Printed Name Address: - --------------------------- - --------------------------- - --------------------------- (Social Security Number) EX-4 3 0003.txt EXHIBIT 4(B) _____________, 2000 - -------------- - -------------- - -------------- Re: Award of Common Stock Dear ___________: In consideration for your past and future advice, services and work as the __________ of Volu-Sol, Inc., the Board of Directors of the Company has agreed to grant to you, as of the date of this letter, an award of __________ shares of Common Stock of the Company. We will promptly instruct our counsel to make the necessary filings to have the shares issued as soon as possible. Thank you again for your valuable services to the Company. Respectfully, Volu-Sol, Inc. By:____________________ Title: ________________ Accepted and Agreed to: - ----------------------- - ----------------------- EX-5 4 0004.txt LEGAL OPINION DURHAM JONES & PINEGAR, P.C. 111 East Broadway, Suite 900 Salt Lake City, Utah 84111 December 4, 2000 Volu-Sol, Inc. 5095 West 2100 South Salt Lake City, Utah 84120 Re: Registration Statement on Form S-8 of Volu-Sol, Inc. (the "Registration Statement") Dear Sirs: We have acted as counsel for Volu-Sol, Inc., a Utah corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of up to 975,000 shares of the Company's Common Stock, par value $.0001 per share, which may be issued to directors, officers, employee or key consultants of the Company pursuant to the terms of written compensation agreements (the "Compensation Agreements") with Company directors, officers, employees or consultants. The aggregate of 950,000 shares to be registered under the Act are referred to herein as the "Shares." In connection with the foregoing, we have examined originals or copies, certified or otherwise authenticated to our satisfaction, of such corporate records of the Company and other instruments and documents as we have deemed necessary as a basis for the opinion hereinafter expressed. Based upon the foregoing and in reliance thereon, it is our opinion that the Shares described in the above-referenced Registration Statement, when issued pursuant to the terms of the Registration Statement, and the Plan or Compensation Agreements, as applicable, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement and the prospectus to be delivered thereunder. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, DURHAM JONES & PINEGAR PC /s/ DURHAM JONES & PINEGAR PC EX-23 5 0005.txt EXHIBIT 23(A) CONSENT OF TANNER & CO. CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 1, 1999, which appears on page F-1 of the 1999 Form 10KSB of Volu-Sol, Inc. and subsidiary, and to the references to our Firm under the caption "Experts" in the Prospectus. TANNER + CO. Salt Lake City, Utah December 6, 2000 -----END PRIVACY-ENHANCED MESSAGE-----