<PAGE> 1
As filed with the
Securities and Exchange Commission on December 23, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
LANVISION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1455414
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Financial Way, Suite 400
Cincinnati, Ohio 45242-5859
(Address of principal executive offices) (Zip Code)
LANVISION SYSTEMS, INC. 1996 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
Copy To:
Alan J. Hartman
J. Brian Patsy General Counsel
LanVision Systems, Inc. LanVision Systems, Inc.
One Financial Way, Suite 400 One Financial Way, Suite 400
Cincinnati, Ohio 45242-5859 Cincinnati, Ohio 45242-5859
(513) 794-7100 (513) 794-7115
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum Amount of
Title of Securities to be offering price per aggregate offering registration
to be Registered registered share price fee
- ----------------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, 825,000
$.01 par value shares $7.06 $5,824,500 $1,765.00(1)
<FN>
(1) Calculated in accordance with Rule 457(c) of Regulation C based upon
the average of the high and low prices of LanVision Systems, Inc.
common stock reported on the Nasdaq National Market on December 17,
1996.
</TABLE>
The Exhibit Index can be found on page 4.
<PAGE> 2
LanVision Systems, Inc. (the "Registrant") is filing this Registration Statement
on Form S-8 in order to register shares of its common stock, $.01 par value,
relating to the Registrant's 1996 Employee Stock Option Plan (the "Plan").
Part I Employee Information Required in the Section 10(a) Prospectus.
The information required in Part I of this Registration Statement is
not being filed with the Commission in accordance with the instructions to Form
S-8.
Item 1. Plan Information.
The Registrant shall deliver to each participant in the Plan the
information required by this Item 1.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide to each participant in the Plan a
written statement advising them of the availability without charge to each such
participant, upon written or oral request, of the documents incorporated by
reference in the Section 10(a) Prospectus (not including Exhibits to the
documents that are incorporated by reference into the Registration Statement).
Requests for such information shall be made to the Registrant's General Counsel
c/o LanVision Systems, Inc., One Financial Way, Suite 400, Cincinnati, Ohio
45242-5859, telephone (513) 794-7100.
Part II Information Required in the Registration Statement.
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents;
provided, however, that any information set forth in any proxy statement of the
Registrant pursuant to Items 402(k) and/or (1) of Regulation S-K is specifically
not incorporated by reference herein.
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains
audited financial statements for the Registrant's latest fiscal year for which
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Registrant's documents referred to in the above paragraph.
(c) The description of the Registrant's common stock contained in a
registration statement filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
2
<PAGE> 3
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock being registered hereby
will be passed upon for the Registrant by Graydon, Head & Ritchey, Cincinnati,
Ohio. Graydon, Head & Ritchey, a law firm, has performed and continues to
perform significant legal services for the Company.
The consolidated financial statements of the Registrant at January
31, 1996 and 1995 and for each of the three years in the period ended January
31, 1996, incorporated by reference, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon, incorporated by
reference, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
The Registrant, being incorporated under the General Corporation Law
of the State of Delaware, is empowered by Section 145 of such law ("Statute"),
subject to the procedures and limitations stated in the Statute, to indemnify
any person ("Indemnitee") against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the Indemnitee in connection with any threatened, pending, or
completed action, suit, or proceeding to which an Indemnitee is made a party or
threatened to be made a party by reason of the Indemnitee's being or having been
a director, officer, employee, or agent of the Registrant or a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise at the request of the Registrant. The Statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Statute also provides that the Registrant may purchase insurance on behalf
of any director, officer, employee, or agent.
Article IX of the Registrant's Certificate of Incorporation contains
provisions permitted by Section 102 of the General Corporation Law of the State
of Delaware which eliminate personal liability of members of its board of
directors for violations of their fiduciary duty of care. Neither the Delaware
General Corporation Law nor the Certificate of Incorporation, however, limits
the liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase under circumstances where such
payment or repurchase is not permitted under the Statute, or obtaining an
improper personal benefit.
Article VII of the Registrant's Bylaws provides that the Registrant
is obligated to indemnify an Indemnitee in each and every situation where the
Registrant is required or permitted to make such indemnification pursuant to the
Statute. However, before making a permitted but not required indemnification,
the Registrant shall promptly make or cause to be made, by any of the methods
referred to in subsection (d) of the Statute, a determination as to whether the
3
<PAGE> 4
Indemnitee acted in good faith and in a manner such Indemnitee reasonably
believed to be in or not opposed to the best interests of the Registrant, and,
in the case of any criminal action or proceeding, had no reasonable cause to
believe that such Indemnitee's conduct was unlawful.
The Registrant currently maintains an insurance policy that provides
coverage pursuant to which the Registrant is to be reimbursed for amounts it may
be required or permitted by law to pay to indemnify directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
INDEX TO EXHIBITS
Exhibits Description of Exhibit Page
-------- ---------------------- ----
4.1 LanVision Systems, Inc. 1996 Incentive Stock Option Plan *
5.1 Opinion of Graydon, Head & Ritchey 7
23.1 Consent of Graydon, Head & Ritchey (included in opinion) 7
23.2 Consent of Ernst & Young LLP 8
* Incorporated by reference from Exhibit 10.2 of the Company's Registration
Statement on Form S-1 - Registration No. 333-01494
Item 9. 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 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; and
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,
4
<PAGE> 5
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.
The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3, of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 the 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.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of 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 Montgomery, State of Ohio, on this 20th day of
December, 1996.
LANVISION SYSTEMS, INC.
BY: /s/ J. Brian Patsy
-----------------------------------------
J. Brian Patsy, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
December 20, 1996 /s/ J. Brian Patsy
--------------------------------------------
J. Brian Patsy, Chief Executive Officer and
Director
December 20, 1996 /s/ Eric S. Lombardo
--------------------------------------------
Eric S. Lombardo, Director
December 20, 1996 /s/ George E. Castrucci
--------------------------------------------
George E. Castrucci, Director
December 20, 1996 /s/ Z. David Patterson
--------------------------------------------
Z. David Patterson, Director
December 20, 1996 /s/ Thomas E. Perazzo
--------------------------------------------
Thomas E. Perazzo, Chief Financial and
Accounting Officer
6
<PAGE> 1
EXHIBIT 5.1
December 23, 1996
LanVision Systems, Inc.
One Financial Way, Suite 400
Cincinnati, Ohio 45242-5859
Re: Sale of 825,000 Shares of Common Stock of LanVision Systems, Inc.
Pursuant to the Company's Form S-8 Registration Statement Filed with
the Securities and Exchange Commission on the date hereof relating to
the LanVision Systems, Inc. 1996 Employee Stock Option Plan
Dear Gentlemen:
We have acted as counsel to LanVision Systems, Inc. (the "Company"), a
Delaware corporation, in connection with the registration of 825,000 shares of
Common Stock of the Company which may be issued and sold under the Company's
1996 Employee Stock Option Plan (the "Plan"), as set forth in the S-8
Registration Statement filed by the Company with the Securities and Exchange
Commission on the date hereof.
As counsel for the Company, we have made such legal and factual
examinations and inquiries as we deemed advisable for the purpose of rendering
this opinion. In addition, we have examined such documents and materials,
including the Company's Certificate of Incorporation, Bylaws, the Plan and other
corporate records of the Company, as we have deemed necessary for the purpose of
this opinion.
On the basis of the foregoing, we are of the opinion that, upon the
exercise of stock options granted by the Company under the Plan, the 825,000
shares of Common Stock being registered pursuant to the Registration Statement
are currently validly authorized and, when issued and sold as contemplated by
the Registration Statement, will be legally issued, fully paid and nonassessable
shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as part of the above
referenced Registration Statement and amendments thereto.
Sincerely yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
------------------------------------------------
Richard G. Schmalzl, Esq.
7
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the
LanVision Systems, Inc. 1996 Employee Stock Option Plan and to the incorporation
by reference therein of our report dated March 6, 1996 with respect to the
consolidated financial statements of LanVision Systems, Inc. incorporated by
reference from its Registration Statement on Form S-1 (Registration No.
333-01494).
Cincinnati, Ohio /s/ Ernst & Young LLP
December 20, 1996
8
