Edgar Filing: VICOM INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 2002

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________

VICOM, INCORPORATED
(Exact name of registration as specified in its charter)

MINNESOTA 4813 41-1255001
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

9449 SCIENCE CENTER DRIVE
NEW HOPE, MINNESOTA 55428
(763) 504-3000
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)

JAMES L. MANDEL
CHIEF EXECUTIVE OFFICER
9449 SCIENCE CENTER DRIVE
NEW HOPE, MINNESOTA 55428
(763) 504-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

___________

COPIES TO:
STEVEN M. BELL, ESQ.
9449 SCIENCE CENTER DRIVE
NEW HOPE, MINNESOTA 55428
(763) 504-3051

___________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this registration statement becomes effective.
___________

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective date registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

___________

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------

Shares of Common Stock par value
$0.01 per share 300,000 $1.05 $315,000 $83.16

Shares of Common Stock, par value
$0.01 per share, underlying Warrants 300,000 $1.05 $315,000 $83.16

-----------------------------------------------------------------------------------------------------------------------------------
Total 600,000 $1.05 $630,000 $166.32

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities
Act of 1933.
Based on the closing price for the common stock on November 19, 2002 as reported on The Nasdaq SmallCap Market.

===================================================================================================================================

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

(Subject to Completion) THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND WE ARE NOT SOLICITING OFFERS
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS ISSUED NOVEMBER 25, 2002

VICOM, INCORPORATED
600,000
Shares of Common Stock

This Prospectus relates to the sale of up to 600,000 shares of our common
stock by certain selling shareholders some of which shares have been purchased
and others that may be purchased upon the exercise of common stock purchase
warrants.

We will receive proceeds upon any exercise of the warrants. See "Use of
Proceeds" on page 7.

Our common stock is traded on The Nasdaq SmallCap Market under the symbol
"VICM." On November 19, 2002, the closing sales price of our common stock as
reported by The Nasdaq SmallCap Market was $1.05 per share.

The selling shareholders may offer the shares through public or private
transactions, at prevailing market prices or at privately negotiated prices. The
selling shareholders may make sales directly to purchasers or through agents,
dealers or underwriters.

___________

YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS
BEGINNING ON PAGE 2 OF THIS PROSPECTUS.

___________

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

___________

THE DATE OF THIS PROSPECTUS IS NOVEMBER 25, 2002.

TABLE OF CONTENTS

PAGE #
------
I. PROSPECTUS SUMMARY 1

II. OUR COMPANY 1

III. RISK FACTORS 2

IV. GOING CONCERN 4

V. USE OF PROCEEDS 4

VI. SELLING SHAREHOLDERS 6

VII. PLAN OF DISTRIBUTION 6

VIII. LEGAL MATTERS 7

IX. EXPERTS 7

X. WHERE YOU CAN FIND MORE INFORMATION 8

XI. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 9

XII. INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS 9

PROSPECTUS SUMMARY

This summary highlights selected information and does not contain all the
information that is important to you. You should carefully read this prospectus
and the documents we have referred you to in "Where You Can Find More
Information" on page 8 for more information about Vicom and our financial
statements. In this prospectus, references to "Vicom," "we," "us" "our" and
"Company" refer to Vicom, Incorporated and its subsidiaries.

OUR COMPANY

Vicom, Incorporated (Vicom) is a Minnesota corporation formed in September
1975. Vicom is the parent corporation of two wholly-owned subsidiaries,
Corporate Technologies, USA, Inc. (CTU), and MultiBand, Inc. (MultiBand).

Vicom completed an initial public offering in June 1984. In November 1992,
Vicom became a non-reporting company under the Securities Exchange Act of 1934.
In July 2000, Vicom regained its reporting company status. In December, 2000,
Vicom stock began trading on the NASDAQ stock exchange under the symbol VICM.

Vicom's website is located at: www.vicominc.net .
----------------

Vicom recently expanded its efforts to establish itself within the rapidly
evolving telecommunications and computer industries. Effective December 31,
1998, Vicom acquired the assets of the Midwest region of Enstar Networking
Corporation (ENC), a data cabling and networking company. In late 1999, in the
context of a forward triangular merger, Vicom, to expand its range of computer
products and related services, purchased the stock of Ekman, Inc. d/b/a
Corporate Technologies, and merged Ekman, Inc. into the newly formed surviving
corporation, Corporate Technologies, USA, Inc. (CTU). CTU provides voice, data
and video systems and services to business and government. MultiBand, Inc. was
incorporated in February 2000. MultiBand, Inc. provides voice, data and video
services to multiple dwelling units (MDU's).

As of September 30, 2002, CTU was providing telephone equipment and service
to approximately 1,000 customers, with approximately 10,000 telephones in
service. In addition, CTU provides computer products and services to
approximately 3,000 customers. MultiBand, as of September 30, 2002, had
approximately 850 customers. Telecommunications systems distributed by Vicom
are intended to provide users with flexible, cost-effective alternatives as
compared to systems available from major telephone companies, including those
formerly comprising the Bell System and from other interconnect telephone
companies.

CTU provides a full range of voice, data and video communications systems
and service, system integration, training and related communication sales and
support activities for commercial, professional and institutional customers,
most of which are located in Minnesota, North Dakota, and South Dakota. CTU
purchases products and equipment from NEC America, Inc. (NEC), Siemens
Enterprise Networks (Siemens), Cisco Systems, Inc. (Cisco), Nortel Networks
Corp. (Nortel), Tadiran Telecom, Inc. (Tadiran), and other manufacturers of
communications and electronic products and equipment. CTU uses these products to
design telecommunications systems to fit its customers' specific needs and
demands.

RISK FACTORS

Our operations and our securities are subject to a number of risks,
including but not limited to those described below. If any of the following
risks actually occur, the business, financial condition or operating results of
Vicom and the trading price or value of our common stock could be materially
adversely affected.

GENERAL Although Vicom has been in the telecommunications industry
continuously since 1975, the industry, due to the dual forces of changes in
regulations and changes in technology, has been in an unsettled state for
several years now. The forces producing these winds of change, however, can blow
in contrary directions. They can capsize companies too slow or unimaginative to
cope with rapidly changing developments; or they can propel to the forefront
those companies that embrace opportunities created by change.

Vicom, since 1998, has taken several significant steps to reinvent and
reposition itself to take advantage of opportunities presented by a shifting
economy and industry environment.

Recognizing that voice, data and video technologies in the late
twentieth century were beginning to systematically integrate as industry
manufacturers were evolving technological standards from "closed" proprietary
networking architectures to a more "open" flexible and integrated approach,
Vicom, between 1998 and 2001, purchased three competitors which, in the
aggregrate, possessed expertise in data networking, voice and data cabling and
video distribution technologies.

In early 2000, Vicom created its Multiband subsidiary, employing the
aforementioned expertise, to provide communications and entertainment services
(local dial tone, long distance, high-speed internet and expanded satellite
television services) to residents in Multi-Dwelling-Unit properties (MDUs) on
one billing platform. Although Multiband related revenues (installations and
recurring subscriber fees) should account for less than 10% of overall Vicom
revenues in 2002, Vicom expects Multiband related revenues to increase
significantly in 2003 as a percentage of overall revenues. These revenues are
expected to provide higher gross margins than the company's more traditional
sales to commercial enterprises.

The specific risk factors, as detailed below, should be analyzed in the
context of the Company's anticipated Multiband related growth.

NET LOSSES

The Company had net losses of $3,278,757 for the nine months ended
September 30, 2002; $5,325,552 for the fiscal year ended December 31, 2001, and
$4,235,831 for the fiscal year ended December 31, 2000. Vicom may never be
profitable.

The prolonged effects of generating losses without additional funding may
restrict our ability to pursue our business strategy. Unless our business plan
is successful, an investment in our common stock may result in a complete loss
of an investor's capital.

If we cannot achieve profitability from operating activities, we may not be
able to meet:

- our capital expenditure objectives;

- our debt service obligations; or

- our working capital needs.

DEPENDENCE ON ASSET-BASED FINANCING

Vicom currently depends on asset-based financing to purchase product, and
we cannot guarantee that such financing will be available in the future.
Furthermore, we need additional financing to support the anticipated growth of
our MultiBand subsidiary. We cannot guarantee that we will be able to obtain
this additional financing.

However, the Company recently introduced a program where it can control
capital expeditures by contracting MultiBand services and equipment through a
landlord or third party investor owned equipment program. This program both
significantly reduces any Company expenditures in a Multi-dwelling-unit
installation and permits the Company to record revenues from the third party
sale of said equipment. Of the last three MDU installations the Company has
performed, it has sold the equipment in two.

GOODWILL

In June 2001, the Financial Accounting Standards Board (FASB) adopted
Statement of Financial Accounting Standards (SFAS) 142, "Goodwill and Other
Intangible Assets" which changes the amortization rules on recorded goodwill
from a monthly amortization to a periodic "impairment" analysis for fiscal years
beginning after December 15, 2001. The Company evaluated the impact of this new
Accounting standard and, with the use of an independent expert, determined there
was no goodwill impairment as of September 30, 2002. However, the Company
could, in the future, be subject to a determination that its goodwill is
impaired. As of September 30, 2002, the Company had recorded goodwill of
approximately 2.7 million dollars.

DEREGULATION

Several regulatory and judicial proceedings have recently concluded, are
underway or may soon be commenced that address issues affecting operations and
those of our competitors, which may cause significant changes to our industry.
We cannot predict the outcome of these developments, nor can we assure you that
these changes will not have a material adverse effect on us. Historically, we
have been a reseller of products and services, not a manufacturer or carrier
requiring regulation of its activities. Pursuant to Minnesota statutes, our
MultiBand activity is specifically exempt from the need to tariff our services
in multiple dwelling units (MDUs). However, the Telecommunications Act of 1996
provides for significant deregulation of the telecommunications industry,
including the local telecommunications and long-distance industries. This
federal statute and the related regulations remain subject to judicial review
and additional rule-makings of the Federal Communications Commission, making it
difficult to predict what effect the legislation will have on us, our
operations, and our competitors.

DEPENDENCE ON STRATEGIC ALLIANCES

Vicom has a distribution agreement with NEC, its main supplier of
telecommunication products, which expires June 30, 2003. An interruption or
substantial modification of Vicom's distribution relationship with NEC could
have a material adverse effect on Vicom's business, operating results and
financial condition.

In addition, several suppliers, or potential suppliers of Vicom, such as
McLeod, WorldCom, WS Net, XO Communications and others have filed for bankruptcy
in recent years. While the financial distress of its suppliers or potential
suppliers could have a material adverse effect on Vicom's business, Vicom
believes that enough alternate suppliers exist to allow the Company to execute
its business plans.

CHANGES IN TECHNOLOGY

A portion of our projected future revenue is dependent on public acceptance
of broadband, and expanded satellite television services. Acceptance of these
services is partially dependent on the infrastructure of the internet and
satellite television which is beyond Vicom's control. In addition, newer
technologies, such as video-on-demand, are being developed which could have a
material adverse effect on the Company's competitiveness in the marketplace if
Vicom is unable to adopt or deploy such technologies.

ATTRACTION AND RETENTION OF EMPLOYEES

Vicom's success depends on the continued employment of certain key
personnel, including executive officers. If Vicom were unable to continue to
attract and retain a sufficient number of qualified key personnel, its business,
operating results and financial condition could be materially and adversely
affected. In addition, Vicom's success depends on its ability to attract,
develop, motivate and retain highly skilled and educated professionals with a
wide variety of management, marketing, selling and technical capabilities.
Competition for such personnel is intense and is expected to increase in the
future.

BUSINESS GROWTH AND SCALABILITY

Vicom's Multiband subsisidary, as of October 31, 2002, was providing
communications and entertainment services to nine MDUs located in Minnesota and
North Dakota. Vicom needs to provide products and services to additional MDUs if
it is to become profitable. Vicom may need to go beyond its current geographic
territory to increase its MDU customers and attract additional financing.

In expanding the provision of its services to MDUs in its current
territories and beyond, Vicom needs to successfully overcome a number of the
factors listed above such as, attracting the capital to finance expanded
installations, obtained additional technical staff for installation and support
in its present markets and beyond; and extending its key vendor relationships
into other markets.

INTELLECTUAL PROPERTY RIGHTS

Vicom relies on a combination of trade secret, copyright, and trademark
laws, license agreements, and contractual arrangements with certain key
employees to protect its proprietary rights and the proprietary rights of third
parties from which Vicom licenses intellectual property. If it was determined
that Vicom infringed the intellectual property rights of others, it could be
required to pay substantial damages or stop selling products and services that

contain the infringing intellectual property, which could have a material
adverse effect on Vicom's business, financial condition and results of
operations. Also, there can be no assurance that Vicom would be able to develop
non-infringing technology or that it could obtain a license on commercially
reasonable terms, or at all. Vicom's success depends in part on its ability to
protect the proprietary and confidential aspects of its technology and the
products and services it sells. There can be no assurance that the legal
protections afforded to Vicom or the steps taken by Vicom will be adequate to
prevent misappropriation of Vicom's intellectual property.

VARIABILITY OF QUARTERLY OPERATING RESULTS; SEASONALITY

Variations in Vicom's revenues and operating results occur from quarter to
quarter as a result of a number of factors, including customer engagements
commenced and completed during a quarter, the number of business days in a
quarter, employee hiring and utilization rates, the ability of customers to
terminate engagements without penalty, the size and scope of assignments and
general economic conditions. Because a significant portion of Vicom's expenses
are relatively fixed, a variation in the number of customer projects or the
timing of the initiation or completion of projects could cause significant
fluctuations in operating results from quarter to quarter. Further, Vicom has
historically experienced a seasonal fluctuation in its operating results, with a
larger proportion of its revenues and operating income occurring during the
third quarter of the fiscal year.

CERTAIN ANTI-TAKEOVER EFFECTS

Vicom is subject to Minnesota statutes regulating business combinations and
restricting voting rights of certain persons acquiring shares of Vicom. These
anti-takeover statutes may render more difficult or tend to discourage a merger,
tender offer or proxy contest, the assumption of control by a holder of a large
block of Vicom's securities, or the removal of incumbent management.

USE OF PROCEEDS OF EXERCISED WARRANTS

Vicom intends to use any proceeds from the exercise of the warrants for
working capital and other general corporate purposes. If our management does not
effectively use such proceeds, our stock price could decline.

VOLATILITY OF VICOM'S COMMON STOCK

The trading price of our common stock has been and is likely to be
volatile. The stock market has experienced extreme volatility, and this
volatility has often been unrelated to the operating performance of particular
companies. We cannot be sure that an active public market for our common stock
will continue after this offering. Investors may not be able to sell the common
stock at or above the price they paid for their common stock, or at all. Prices
for the common stock will be determined in the marketplace and may be influenced
by many factors, including variations in our financial results, changes in
earnings estimates by industry research analysts, investors' perceptions of us
and general economic, industry and market conditions.

FUTURE SALES OF OUR COMMON STOCK MAY LOWER OUR STOCK PRICE

If our existing shareholders sell a large number of shares of our common
stock, the market price of the common stock could decline significantly. The
perception in the public market that our existing shareholders might sell shares
of common stock could depress our market price.

FORWARD-LOOKING STATEMENTS

This registration statement and related prospectus contains forward-looking
statements within the meaning of federal securities law. Terminology such as
"may," "will," "expect," "anticipate," "believe," "estimate," "continue,"
"predict," or other similar words, identify forward-looking statements. These
statements discuss future expectations, contain projections of results of
operations or of financial condition or state other forward-looking information.
Forward-looking statements appear in a number of places in this prospectus and
include statements regarding our intent, belief or current expectation about,
among other things, trends affecting the industries in which we operate, as well
as the industries we service, and our business and growth strategies. Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
results may differ materially from those predicted in the forward-looking
statements as a result of various factors, including those set forth in "Risk
Factors."

GOING CONCERN

Should the Company not be able to satisfactorily receive many of the items
discussed previously under "Risk Factors", it may not be able to continue as a
going concern.

USE OF PROCEEDS

We will receive proceeds from any exercise of warrants sold under this
prospectus, those proceeds estimated to be $290,000, after payment of the
offering expenses and assuming the warrants are exercised. We have agreed to
pay all of the expenses related to this offering, estimated to be approximately
$10,000.

We expect to use the net proceeds from the exercise of the warrants
primarily for acquisitions, working capital and other general corporate
purposes, including expenditures for sales, marketing, fixed assets and
inventory. No specific amount has been allocated to any particular purpose.
Pending these uses, we intend to invest the net proceeds of this offering in
investment grade, interest-bearing securities.

DIVIDEND POLICY

We have never paid cash dividends on our common stock, nor do we have plans
to do so in the foreseeable future. The declaration and payment of any cash
dividends on our common stock in the future will be determined by our Board of
Directors, in its discretion, and will depend on a number of factors, including
our earnings, capital requirements and overall financial condition.

The holders of our Series A Cumulative Convertible Preferred Stock are
entitled to receive a cumulative dividend of 8% per year, payable quarterly, and
the holders of our Series B and Series C Cumulative Convertible Preferred Stock
are entitled to receive cumulative dividends of 10% per year, payable monthly.
The holders of our Series D Cumulative Convertible Preferred Stock are entitled
to receive a cumulative dividend of 14% per year, payable quarterly. The
holders of our Series E Cumulative Convertible Preferred Stock are entitled to
receive a cumulative dividend of 15% per year, payable quarterly in kind.

SELLING SHAREHOLDERS

This prospectus covers offers and sale of shares of our common stock by the
selling shareholders, which shares may be purchased upon exercise of warrants.

The table below lists the selling shareholders, shows the shares of common
stock beneficially owned by each of the selling shareholders as of October 31,
2002, and the shares offered for resale by each of the selling shareholders.
Beneficial ownership includes shares which the selling shareholders can acquire
upon exercise of the warrants (all of which are currently exercisable) or of
options exercisable currently or within 60 days after October 31, 2002. Our
registration of these shares does not necessarily mean that any selling
stockholder will sell all or any of their shares of common stock. The "Shares
Beneficially Owned After Offering" columns in the table assume that all shares
covered by this prospectus will be sold by the shareholders and that no
additional shares of common stock are bought or sold by any selling shareholder.
Except for the placement agent, or as noted in the footnotes, no selling
stockholder has had, within the past three years, any position, office or other
material relationships with us.

The information provided in the table is from the selling shareholders,
reports furnished to us under rules of the SEC, and our stock ownership records.

Shares Beneficially Shares Beneficially
Owned Prior Shares Owned After
To Offering (1) To Be Sold Offering (1)
-------------------------------------------- ---------- ------------
Shares Total
Underlying Number of

Beneficial Owner Shares(2) Warrants Shares Percent Number Percent
------------------------------------------------------------------------------------------------------------------
Marlin Financial Group 300,000 300,000 600,000 4.5% 600,000 0 0
------------------------------------------------------------------------------------------------------------------

TOTAL 300,000 300,000 600,000 600,000 0 0
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PLAN OF DISTRIBUTION

Vicom is registering the shares of common stock on behalf of the selling
shareholders. All costs, expenses and fees in connection with the registration
of the shares offered by this prospectus will be borne by Vicom. The sale of
the shares may be effected by selling shareholders from time to time in one or
more types of transactions, which may include block transactions, sales in the
over-the-counter market or on a national securities market or quotation system,
in negotiated transactions, through put or call options transactions relating to
the shares, through short sales of shares, or a combination of these methods of
sales, at market prices prevailing at the time of sale, or at negotiated prices.
These transactions may or may not involve brokers or dealers. The selling
shareholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker dealers regarding
the sale of their securities, nor is there an underwriter or coordinated broker
acting in connection with the proposed sale of shares by the selling
shareholders.

The selling shareholders may make these transactions by selling shares
directly to purchasers or to or through broker-dealers, who may act as agents or
principals. Those broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling shareholders and/or the
purchasers of shares for whom the broker-dealers may act as agents or to whom
they sell as principal, or both, which compensation as to a particular broker-
dealer might be in excess of customary commissions.

The selling shareholders and any broker-dealers that act in connection with
the sale of shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended. Any commissions
received by the broker/dealers or any profit on the resale of the shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against various liabilities, including liabilities
arising under the Securities Act.

Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be

---------------------------
1 Each person has sole voting and sole dispositive power with respect to all
outstanding shares, except as noted.

2 Excludes shares underlying warrants.

3 Based on an average of 12,882,073 shares outstanding at October 31, 2002,
and 13,182,073 shares outstanding after the exercise of warrants. Each figure
showing the percentage of outstanding shares owned beneficially has been
calculated by treating as outstanding and owned the shares which could be
purchased by the indicated person within 60 days upon the exercise of stock
options and warrants (including the warrants).

subject to the prospectus delivery requirements of the Securities Act. We have
informed the selling shareholders that the anti-manipulative provisions of
Regulation M promulgated under the Securities Exchange Act of 1934 may apply to
their sales in the market.

Selling shareholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, if they
meet the criteria and conform to the requirements of Rule 144. Upon our being
notified by a selling shareholder that any material arrangement has been entered
into with a broker-dealer for the sale of shares through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer, a supplement to this prospectus will be filed, as required,
pursuant to Rule 424(b) under the Securities Act, disclosing:

- the name of that selling shareholder and of the participating
broker-dealer(s);

- the number of shares involved;

- the initial price at which the shares were sold;

- the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;

- that the broker/dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and

- other facts material to the transactions.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 302A.251 of the Minnesota statutes, a corporation shall,
unless prohibited or limited by its Articles of Incorporation or Bylaws,
indemnify its directors, officers, employees and agents against judgments,
penalties, fines, settlements and reasonable expenses, including attorneys' fees
and disbursements, incurred by such person who was, or is threatened to be, made
a party to a proceeding by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation if generally, with
respect to the acts or omissions of the person complained of in the proceeding,
the person (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith; (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (v) reasonably believed the
conduct was in the best interest of the corporation or, in certain
circumstances, reasonably believed that the conduct was not opposed to the best
interests of the corporation. Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on behalf of any indemnified
party against any liability asserted against such person, whether or not the
corporation would have been required to indemnify the person against liability
under the provisions of Minnesota corporate law. Vicom's Articles of
Incorporation provide for indemnification pursuant to Minnesota statutes. We
also have directors' and officers' insurance in the amount of $1,000,000 per
occurrence.

LEGAL MATTERS

The validity of the shares of common stock being offered by this prospectus
will be passed upon for us by Steven M. Bell, Esq. of New Hope, Minnesota.

EXPERTS

The consolidated financial statements and Schedule II of Vicom,
Incorporated and Subsidiaries incorporated by reference in this prospectus for
the year ended December 31, 2001 have been audited by Virchow, Krause & Company,
LLP, and for the years ended December 31, 2000 and 1999 have been audited by
Lurie Besikof Lapidus & Company, LLP independent certified public accountants,
as indicated in their reports with respect thereto, and are included in this
prospectus in reliance upon the authority of such firm as experts in accounting
and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We will be filing annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission under File No.
0-13529. You may read and copy any document in our public files at the SEC's
offices at:

- Judiciary Plaza
450 Fifth Street, NW
Room 1024
Washington, D.C. 20549

- 500 West Madison Street
Suite 1400
Chicago, Illinois 60606

- 3475 Lenox, N.E.
Suite 1000
Atlanta, Georgia 30326

Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's
website at http://www.sec.gov, through the SEC's electronic data gathering
analysis and retrieval system, EDGAR. Our common stock is traded on the NASDAQ
Smallcap Market under the symbol "VICM." Information about us is also available
from the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

This prospectus is part of a registration statement that we filed with the
SEC. You should rely only on the information provided in this prospectus or any
supplement. We have not authorized anyone else to provide you with different
information. You should not assume that the information in this prospectus or
any supplement is accurate as of any date other than the date on the front of
that document.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents, which we have filed with the Commission, are
incorporated by reference in this Prospectus:

- our Annual Report on Form 10-K for the fiscal year ended December
31, 2001;

- our proxy statement for the 2001 Annual Meeting of Shareholders;

- our quarterly reports on Form 10-Q for the quarters ended
September 30, 2002, June 30, 2002 and March 31, 2002, as amended;

- our Forms 8-K filed October 26, 2001 and 8-K/A filed November 5,
2001; and

- the description of our common stock contained in our Registration
Statement on Form 10.

All documents we file in the future pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering are also incorporated by reference and are an
important part of this Prospectus. Any statement contained in a document
incorporated by reference in this Prospectus shall be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which is incorporated by
reference modifies or supersedes such statement.

We will provide without charge to each person to whom this Prospectus is
delivered, upon request, a copy of any or all documents that have been or may be
incorporated by reference in the Prospectus (other than exhibits to such
documents which are not specifically incorporated by reference into such
documents). Your requests should be directed to our Chief Financial Officer at
our principal executive offices at:

9449 Science Center Drive
New Hope, Minnesota 55428
Telephone Number (763) 504-3000

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

All statements contained in this Prospectus and the documents we
incorporate be reference that are not statements of historical fact are
"forward-looking statements". Sometimes these statements contain words like
"believe", "belief", "plan", "anticipate", "expect", "estimate", "may", "will",
or similar terms. Forward-looking statements involve known or unknown
uncertainties and other factors that could cause actual results to be materially
different from historical results or from any future results expressed or
implied by the forward-looking statements. The "Risk Factors" section of this
Prospectus, beginning on page 2, summarizes certain of the material risks and
uncertainties that could cause our actual results, performance or achievements
to differ materially from what we have said in this Prospectus and the documents
we incorporate by reference. The Risk Factors apply to all of our
forward-looking statements. Given these uncertainties, you should not place
undue reliance on these forward-looking statements, which speak only as of the
date of this Prospectus. We will not revise these forward-looking statements to
reflect events or circumstances after the date of this Prospectus or to reflect
the occurrence of unanticipated events.

VICOM,
INCORPORATED

600,000 Shares of Common Stock

PROSPECTUS

NOVEMBER 25, 2002

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth expenses and costs payable by the Registrant
expected to be incurred in connection with the issuance and distribution of the
securities described in this registration statement. All amounts are estimated
except for the Securities and Exchange Commission's registration fee.

AMOUNT
------

Registration fee under Securities Act. . . . . . . . . . . . . . $166.00
Selling Agent's commissions. . . . . . . . . . . . . . . . . . . $0.00
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . $2,216.00
Accounting fees and expenses. . . . . . . . . . . . . . . . . . . $4,410.00
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . $2,000.00
Registrar and transfer agent fees. . . . . . . . . . . . . . . . $0.00
Miscellaneous expenses. . . . . . . . . . . . . . . . . . . . . $1,208.00

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,000.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 302A.521 of the Minnesota Statutes empowers a Minnesota corporation
to indemnify its officers and directors and certain other persons to the extent
and under the circumstances set forth therein.

Article VII of the Registrant's Articles of Incorporation eliminates the
liability of directors of the Registrant to the Registrant or its shareholders
for monetary damages for breach of fiduciary duty except for any breach of a
director's duty of loyalty to the Registrant or its shareholders, for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, under Sections 302A.559 of the Minnesota Statutes (relating to
illegal distributions) or Section 80A.23 of the Minnesota Statutes (relating to
securities law violations), for any transaction from which the director derived
an improper personal benefit; or for any act or omission occurring prior to May
22, 1987, which is the date that this provision in the Registrant's Articles
became effective.

The above discussion of Section 302A.521 and of the Registrant's Articles
of Incorporation is not intended to be exhaustive and is respectively qualified
in its entirety by such statute and the Articles of Incorporation. The
Registrant has insurance in the amount of $1,000,000 per occurrence insuring its
directors and officers and those of its subsidiaries against certain liabilities
they may incur in their capacity as directors and officers.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as exhibits to this registration
statement:

EXHIBIT NO. DESCRIPTION
------------ -----------

2.1 Asset Purchase Agreement and related documents with Enstar Networking
Corporation dated December 31, 1998(1)
2.2 Agreement and Plan of Merger with Ekman, Inc. dated December 29, 1999(1)
3.1 Amended and Restated Articles of Incorporation of Vicom, Inc.(1)
3.2 Restated Bylaws of Vicom, Incorporated(1)
3.3 Articles of Incorporation of Corporate Technologies, USA, Inc.(1)
3.4 Bylaws of Corporate Technologies, USA, Inc.(1)
4.1 Certificate of Designation of the Relative Rights, Restrictions and
Preferences of 8% Class A Cumulative Convertible Preferred Stock and 10%
Class B Cumulative Convertible Preferred Stock dated December 9,
1998(1)
4.2 Form of Warrant Agreement(1)
4.3 Warrant Agreement with James Mandel dated December 29, 1999(1)
4.4 Warrant Agreement with Marvin Frieman dated December 29, 1999(1)
4.5 Warrant Agreement with Pierce McNally dated December 29, 1999(1)
4.6 Warrant Agreement with Enstar, Inc. dated December 29, 1999(1)
4.7 Warrant Agreement with David Ekman dated December 29, 1999(1)
4.8 Certificate of Designation of the Relative Rights, Restrictions and
Preferences of 10% Class C Cumulative Convertible Stock(6)
5.1 Opinion of Steven M. Bell, Esq.(6)
10.1 Vicom Lease with Marbell Realty dated June 20, 1996(1)
10.2 Employment Agreement with Marvin Frieman dated October 1, 1996(1)
10.3 Employment Agreement with Steven Bell dated October 1, 1996(1)
10.4 Employment Agreement with James Mandel dated August 14, 1998(1)
10.5 Vicom Associate Agreement with NEC America, Inc. dated June 1999(1)
10.6 Loan Agreement with Wells Fargo dated June 17, 1999(1)
10.7 Employment Agreement with David Ekman dated December 29, 1999(1)
10.8 Debenture Loan Agreement with Convergent Capital dated March 9, 2000(1)
10.9 Corporate Technologies, USA, Inc. lease with David Ekman dated January
19, 2000(1)
10.10 Amendment dated July 11, 2000 to debenture loan agreement with
Convergent Capital dated March 9, 2000.(2)
10.11 Note with Pyramid Trading, L.P. (4)
10.14 Employment Agreement of Steven M. Bell dated January, 1, 2002(5)
10.15 Employment Agreement of James Mandel dated January 1, 2002(5)
19.1 2000 Non-Employee Director Stock Compensation Plan (3)
19.2 2000 Employee Stock Purchase Plan (3)
21.1 List of subsidiaries of the registrant(1)
24.1 Power of Attorney (included on signature page of original registration
statement)

(1) Previously filed as the same exhibit to the Registrant's Registration
Statement on Form 10, as amended.

(2) Previously filed as the same exhibit to the original Registration
Statement on Form S-1 filed on August 11, 2000 and declared effective
on August 18, 2000.

(3) Previously filed as the same exhibit to Registrant's Proxy Statement on
Form 14A, filed on July 31, 2000.

(4) Previously filed as the same exhibit to the original Registration
Statement on Form S-1 filed on August 15, 2001 and declared effective
on August 20, 2001.

(5) Previously filed as the same exhibit to Registrant's Form 10-Q, filed
May 15, 2002

(6) Filed herewith.

ITEM 17. UNDERTAKINGS.

The undersigned registrant 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual reports 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 that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1993, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.

(2) For purposes of determining any liability under the Securities Act of
1993, each post-effective amendment that contains a form of prospectus
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.
13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New Hope,
State of Minnesota, on November 25, 2002.

Vicom, Incorporated
By:

Steven M. Bell
President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration
statement on Form S-3 has been signed by the following persons in their
capacities indicated as of November 25, 2002.

SIGNATURE TITLE
--------- -----

Steven. M. Bell President, Chief Financial Officer and Director
-----------------
/s/ Steven M. Bell (Principal Financial and Accounting Officer)

James L. Mandel
-----------------
/s/ James L. Mandel Chief Executive Officer and Director (Principal
Executive Officer)

Marvin Frieman
---------------
/s/ Marvin Frieman Chairman and Director

Jonathan Dodge
---------------
/s/ Jonathan Dodge Director

David Ekman
------------
/s/ David Ekman Director

Donald Miller
--------------
/s/ Donald Miller Director

David Weiss
------------
/s/ David Weiss Director

Jon Tollefson
--------------
/s/ Jon Tollefson Director

*By:

Steven M. Bell
Attorney-in-Fact

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION
------------ -----------

(1) Previously filed as the same exhibit to the Registrant's Registration
Statement on Form 10, as amended.

(2) Previously filed as the same exhibit to the original Registration
Statement on Form S-1 filed on August 11, 2000 and declared effective
on August 18, 2000.

(3) Previously filed as the same exhibit to Registrant's Proxy Statement on
Form 14A, filed on July 31, 2000.

(4) Previously filed as the same exhibit to the original Registration
Statement on Form S-1 filed on August 15, 2001 and declared effective
on August 20, 2001.

(5) Previously filed as the same exhibit to Registrant's Form 10-Q, filed
May 15, 2002

(6) Filed herewith.