SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
View Systems, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Florida
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(State or Other Jurisdiction of Incorporation or Organization)
59-2928366
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(I.R.S. Employer Identification No.)
9693 Gerwig Lane, Suite O, Columbia, Maryland 21046
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(Address of Principal Executive Offices) (Zip Code)
View Systems Consulting Agreements (726,000 shares)
View Systems Employment Agreement (100,000 shares)
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(Full Title of the Plan)
GUNTHER THAN, PRESIDENT and CHIEF EXECUTIVE OFFICER
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
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(Name and Address of Agent for Service)
303/783-9153
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Telephone Number, Including Area Code, of Agent For Service
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Calculation of Registration Fee
Proposed
Maximum Proposed
Amount to Offering Maximum Amount of
Title of Securities Be Price Per Offering Registration
To Be Registered Registered Share Price Fee
---------------- ---------- ----- ----- ---
Common Stock, 826,000 $.375 $309,750.00 $81.77
Par Value, .001
1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and (h) based on the average of the high and low
prices reported on the OTCBB on December 14, 2000, which was $.51.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required for this Item is included in documents distributed to
each Participant.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information required for this Item is included in documents distributed to
each Participant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by View Systems, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are, as of
their respective dates, hereby incorporated by reference in this Registration
Statement:
(i) Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999.
(ii) Quarterly Reports on Form 10-QSB for the quarters ended March
30, 2000, June 30, 2000 and September 30, 2000.
(iii) Current Report on Form 8-K dated and filed April 14,
2000 and February 28, 2000.
(iv) Current Report on Form 8-K/A dated February 28, 2000 and filed
April 12, 2000.
(v) The Company's Definitive Information Statement for the Annual
Meeting of Shareholders on June 30, 2000, filed on May 3, 1999.
(vi) The description of the Company's Common Stock contained in its
Registration Statement on Form SB-2 filed January 11, 2000 and amendments
thereto filed for the purpose of updating such description.
All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the filing of a post-effective
amendment which indicates that all of the Company's shares of Common Stock, par
value $.001 per share (the "Shares"), offered hereby have been sold or that all
Shares then remaining unsold have been deregistered shall be deemed to be
incorporated by reference in and made a part of this Registration Statement from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in a document subsequently filed modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Florida corporations are authorized to indemnify against liability any person
who is a party to any legal proceeding because such person is a director or
officer of the corporation. The officer or director must act in good faith and
in a manner reasonably believed to be in the best interests of the corporation
and, with respect to any criminal action or proceeding, have no reasonable cause
to believe the conduct was unlawful. Florida law does not allow indemnification
for an act or omission that involves intentional misconduct or a knowing
violation of a law. In the case of an action by or on behalf of a corporation,
indemnification may not be made if the person seeking indemnification is found
liable, unless the court in which such action was brought determines such person
is fairly and reasonably entitled to indemnification. Indemnification is
required if a director or officer has been successful on the merits.
The indemnification authorized under Florida law is not exclusive and is in
addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.
The Company's articles of incorporation provide for the indemnification of
directors and executive officers to the maximum extent permitted by Florida law.
The articles also authorize the board of directors to advance expenses incurred
in connection with the defense of any legal proceeding.
As indemnification for liabilities arising under the Securities Act may be
permitted the Company's directors, or officers or persons controlling the
Company, we have been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits.
Copies of the following documents are included as exhibits to this registration
statement pursuant to Item 601 of regulation S-K.
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SEC
Exhibit Reference
No. No. Description Location
3.01 3 Articles of Incorporation Incorporated by Reference*
3.02 3 Bylaws Incorporated by Reference*
4.01 4 Specimen certificate Incorporated by Reference*
for Common Stock
5.01 5 & 23 Letter opinion, including This Filing
consent of Gordon,
Feinblatt, Rothman,
Hoffberger & Hollander,
LLC, regarding legality
of Common Stock to
be issued pursuant to
warrants granted under
the consultant agreements.
23.01 23 Consent of Stegman & Co. This Filing
independent certified
public accountants
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 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.
(b) The undersigned Company 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 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.
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(c) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act OF 1933, the Registrant
certifies that it has reasonable grounds to believe 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 Columbia, State of Maryland, on this 14th day of
December 2000.
VIEW SYSTEMS, INC.
By: /s/ GUNTHER THAN
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Gunther Than, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gunther Than and Martin Maassen, and each
of them individually, his true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons as of the date
indicated below.
SIGNATURE DATE
/S/ GUNTHER THAN December 14, 2000
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Gunther Than, President and
Chief Executive Officer
/S/ MARTIN MAASSEN December 14, 2000
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Martin Maassen,
Chairman of the Board
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<PAGE>
/S/ MICHAEL BAGNOLI December 14, 2000
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Michael Bagnoli, Director
/S/ DAVID BARBARA December 14, 2000
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David Barbara, Director
/S/ LINDA THAN December 14, 2000
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Linda Than, Comptroller and
Chief Financial Officer
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