Visual Bible International Inc – ‘8-K’ for 4/23/04

On:  Friday, 4/23/04, at 3:42pm ET   ·   For:  4/23/04   ·   Accession #:  1079382-4-10   ·   File #:  0-26037

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         7     22K 
 2: EX-17       Letter re: Departure of Director                       1      6K 

8-K   —   Current Report
Document Table of Contents

8-K
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UNITED STATES           
SECURITIES AND EXCHANGE COMMISSION          
Washington, D.C. 20549          

FORM 8-K          

CURRENT REPORT          
Pursuant to Section 13 or 15(d) of the          
Securities Exchange Act of 1934           

April 23, 2004          

Date of Report (Date of earliest event reported)          

Visual Bible International, Inc.          

(Exact Name of Registrant as Specified in its Charter)          

Florida                000-26037              65-1030068                        

(State or Other        (Commission File       (IRS Employer                     
Jurisdiction of        Number)                Identification                    
Incorporation)                                Number)                           

1235 Bay Street, Suite 300, Toronto, Ontario Canada            M5R 3K4          

(Address of Principal Executive Offices)                    (Zip Code)          

(416) 921-9950          

(Registrant's Telephone Number, Including Area Code)          

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Item 1.  Changes in Control of Registrant.                                      

Item 2.  Acquisition and Disposition of Assets.                                 

Item 3.  Bankruptcy or Receivership.                                            

Item 4.  Changes in Registrant's Certifying Accountant.                         

Item 5.  Other Events and Required FD Disclosure.                               

The Form 8-K may contain "forward looking" statements or statements             
which arguably imply or suggest certain things about our future.                
Statements, which express that we "believe", "anticipate", "expect",            
or "plan to", as well as, other statements which are not historical             
fact, are forward looking statements within the meaning of the                  
Private Securities Litigation Reform Act of 1995.  These statements             
are based on assumptions that we believe are reasonable, but a                  
number of factors could cause our actual results to differ                      
materially from those expressed or implied by these statements.  We             
do not intend to update these forward looking statements.                       

On April 14, the Company concluded a second forbearance agreement               
(the "Second Forbearance Agreement") with the holders (collectively,            
the "Debenture Holders") of its  A Unit Debentures and its B Unit               
Debentures (collectively, the "Debentures"), along with various                 
other agreements related thereto (collectively, the "Related                    
Agreements").  The Second Forbearance Agreement provides, among                 
other things, that, subject to compliance by the Company with the               
terms and conditions of the Second Forbearance Agreement and with               
the terms and conditions of certain of the Related Agreements, the              
Debenture Holders will forbear from enforcing the security rights of            
the Debenture Holders under the Debentures until July 31, 2004.  If             
the Company has not committed an Event of Default under the Second              
Forbearance Agreement and, provided that all amounts payable by the             
Company on and as of July 31, 2004, under the Second Forbearance                
Agreement and the applicable Other Agreements, to, among others, the            
Debenture Holders, then, except for certain surviving obligations               
(the "Surviving Obligations") upon the Company under the Second                 
Forbearance Agreement, the Second Forbearance Agreement shall                   
terminate.                                                                      

The Company has been successful in finalizing its negotiation with              
certain of its other creditors (the "Unsecured Creditors") regarding            
forbearance or financial accommodations, as required under the                  
Second Forbearance Agreement, which included the conversion of                  
existing debt of the Company in the approximate amount of $1,500,000            

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into shares of common stock of the Company at a conversion rate of              
one share of common stock for each $1.00 of debt so converted.                  

Last month, the Company began its retail and rental sales                       
initiatives for the DVD/Video Units of The Book of John, and as of              
the date hereof, it has generated in excess of $5,000,000                       
in sales.  If sales of the production of The Book of John meet                  
budgeted expectations within the next few months, the Company                   
believes that its financial position will be significantly better               
and that it will be able to comply with the requirements upon it                
under, among other obligations, the Second Forbearance Agreement.               
However, no assurance can be provided by the Company that its sales             
will continue to exceed budget amounts or that it will be able to               
meet its current financial obligations, including but not limited to            
those under the Second Forbearance Agreement.                                   

The ability of the Company to continue as a going concern is                    
dependent upon, among other things, continued sales of DVD/Video                
Units of The Book of John and the receipt of additional capital.                
The Company believes that if its sales of the Book of John                      
meet or exceed budgeted expectations, and provided the Company                  
receives proceeds from the sale of its common stock in an amount of             
at least $400,000 ($350,000 of which has been received by the                   
Company as described below), then the Company will, within the next             
three months, have sufficient capital to pay its debts as they                  
become due for at least the next twelve months.  If sales do not                
meet or exceed budgeted expectations and if the Company is,                     
otherwise, unable to obtain additional capital, the Company will                
certainly be in default under the Second Forbearance Agreement and              
may be forced to cease its operations.                                          

As of the date hereof, the Company has raised $350,000 through the              
sale of shares of its common stock to accredited investors (the                 
"Current Offering") without registration under the Securities Act of            
1933 (the "Act") pursuant to applicable exemptions thereunder.  The             
Company intends to continue to similarly offer its common stock in              
order to raise additional capital, however no assurance can be                  
provided that the Company will be able to do so.                                

Item 6.  Resignations of Registrant's Directors.                                

As previously reported, Steven Small resigned as a director on                  
February 5, 2004.  Steven Small's letter of resignation stated, in              
pertinent part "My resignation arises from my disagreement with and             

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dissent from certain of the board's polices and practices, including            
those concerns I have previously expressed during meetings of the               
board of directors.  Additional detail and formal submission of a               
complete recounting of all aspects of my dissent and disagreement               
currently being drafted and reviewed by counsel will be tendered in             
due course for the Company records."  On April 12, 2004, Dr. Small              
provided the Company with a memorandum that the Company believes is             
intended to describe the disagreement.  We are filing a copy of the             
such memorandum as Exhibit 17.2 hereto.                                         

The Company disagrees with the description provided by Dr. Small.               
Dr. Small was appointed a director by the Company on June 13, 2002,             
and served in that capacity until his resignation.  For the majority            
of that tenure, Dr. Small served as Chairman.  The Company does not             
believe that the manner in which corporate governance procedures                
were established or the manner in which same were implemented varied            
materially during the tenure of Dr. Small, nor have they been                   
materially altered since the departure of Dr. Small.  Likewise, the             
Company does not believe that any party exerted or attempted to                 
exert improper influence or control over the decisions that were the            
responsibility of the members of the board.  The Company believes               
that each of its directors, current and prior performed, and                    
continues to perform, their duties as a director in keeping with                
proper corporate governance standards and consistent with the                   
fiduciary obligations associated therewith.                                     

Item 7.  Financial Statements, Pro Forma Financial Information and              
Exhibits.                                                                       

(a)  Financial Statements of Business Acquired.                       

(b)  Pro Forma Financial Information.                                 

(c)       Exhibits.                                                   

17.2           Description of Disagreement received from    
Dr. Steven Small.             

Item 8.  Change in Fiscal Year.                                                 

Item 9.  Regulation FD Disclosure.                                              

Item 10. Amendments to the Registrant's Code of Ethics or Waiver of             
a Provisions of the Code of Ethics.                                             

Item 11. Temporary Suspension of Trading Under Registrant's Employee            
Benefit Plans.                                                                  

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Item 12.  Results of Operations and Financial Condition.                        

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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 thereunder duly authorized.                           

            Visual Bible International, Inc.

April 23, 2004           By: /s/ Maurice Colson                                 
             ---------------------------------
                   Maurice Colson, Chief Executive Officer

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Exhibit Index           

                                                                [Download Table]
                                                             
Exhibit No.     Description                                  

17.2            Description of Disagreement received from Dr.
                Steven Small                                 

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/31/04		2					None on these Dates
Filed on / For Period End:		4/23/04		1		6
		4/12/04		4
		2/5/04		3
		6/13/02		4
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