Registration No. 2-94923
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
V BAND CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-2990015
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
565 Taxter Road
Elmsford, New York 10523
(Address of Principal Executive Offices) (Zip Code)
V BAND CORPORATION AMENDED AND RESTATED
INCENTIVE STOCK OPTION PLAN, AS AMENDED 1996
(Full title of the plan)
Mark R. Hahn Brian S. North, Esquire
Chief Financial Officer White and Williams
V Band Corporation 1800 One Liberty Place
565 Taxter Road Philadelphia, PA 19103
Elmsford, NY 10523 (215) 864-7000
(914) 789-5000
(Names, addresses and telephone numbers of agents for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to to be maximum maximum registration
be registered registered offering aggregate fee
price offering
per share price
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 687,888(1) $1.63(2) $1,121,258(2) $339.77
par value $.01
per share
</TABLE>
<PAGE>
(1) The number of shares of Common Stock being registered represent the increase
in the number of shares authorized to be issued under the V Band Corporation
Amended and Restated 1982 Incentive Stock Option Plan, as amended 1996 (the
"Plan") by the amendment to the Plan approved by the registrant's shareholders
on May 22, 1996. Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement covers, in addition to the shares of Common Stock set
forth above, an indeterminate number of shares which by reason of certain events
specified in the Plan may become subject to the Plan.
(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum
offering price per share and the maximum aggregate offering price are estimated
solely for purposes of calculating the registration fee and are based upon the
last sale reported on the National Association of Securities Dealers National
Market System on December 11, 1996.
EXPLANATORY NOTE
This Registration Statement relates to the amendment of the V
Band Corporation Amended and Restated 1982 Incentive Stock Option Plan, as
Amended 1996 (the "Plan") to increase the number of shares of common stock
authorized to be issued thereunder to 1,200,000. The contents of the
Registrant's Registration Statement on Form S-8, Registration No. 2-94923, filed
with the Securities and Exchange Commission on December 17, 1984, as amended by
the Registrant's Post-Effective Amendment No. 1, filed with the Securities
Exchange Commission on December 1, 1987 (collectively, the "Prior Registration
Statement") are incorporated herein by reference. The Items below contain
information required in the Registration Statement that was not included in the
Prior Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by V Band Corporation (the "Company")
with the Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended October
31, 1995;
2. 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
Annual Report referred to above, including the Company's Quarterly Reports on
Form 10-Q for the quarters ending January 31, 1996, April 30, 1996, and July 31,
1996; and
3. The description of the Company's Common Stock which is contained in
its registration statement on Form 8-A effective March 24, 1989.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior
to the filing of a post-effective amendment which indicates that all shares of
Common Stock offered have been sold or which de-registers all such shares then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
Item 8. Exhibits.
4 V Band Corporation Amended and Restated 1982
Incentive Stock Option Plan, as amended 1996
5 Opinion of Counsel
23.1 Consent of Independent Accountants (included as
Exhibit 23.1 to Form 10-K Annual Report of V Band
Corporation for the year ended October 31, 1995).
23.2 Consent of Counsel (included in Exhibit 5.1)
24 Power of Attorney
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 Elmsford, State of New York, on November 29, 1996.
V BAND CORPORATION
By:/s/Thomas E. Feil
-----------------
Thomas E. Feil
(Chief Executive Officer)
Each person whose signature appears below constitutes and appoints,
Thomas E. Feil, Thomas Hughes, and Mark Hahn, and each of them, as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Thomas E. Feil Chairman, Chief Executive November 29, 1996
- ----------------- Officer and Director
Thomas E. Feil
/s/Mark R. Hahn Chief Financial
- --------------- Officer and Principal November 29, 1996
Mark R. Hahn Accounting Officer
/s/Luke P. LaValle, Jr. Director November 22, 1996
- -----------------------
Luke P. LaValle, Jr.
<PAGE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Thomas H. Lenagh Director November 22, 1996
- -------------------
Thomas H. Lenagh
/s/Brian S. North Director November 22, 1996
- -----------------
Brian S. North
/s/Joseph M. O'Donnell Director November , 1996
- ----------------------
Joseph M. O'Donnell
/s/A. Eugene Sapp, Jr. Director November 22, 1996
- ----------------------
A. Eugene Sapp, Jr.
/s/J. Stephen Vanderwoude Director November , 1996
- -------------------------
J. Stephen Vanderwoude
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4 V Band Corporation Amended and
Restated 1982 Incentive Stock
Option Plan, as amended 1996
5 Opinion of Counsel
23.1 Consent of Independent Accountants
(included in Exhibit 23.1 to Form
10-K Annual Report of V Band
Corporation for the year ended
October 31, 1995).
23.2 Consent of Counsel (included in
Exhibit 5.1)
24 Power of Attorney (contained on
signature pages hereof)
Exhibit 4
V BAND CORPORATION
AMENDED AND RESTATED 1982 INCENTIVE
STOCK OPTION PLAN, AS AMENDED 1987
1. Purpose of Plan
The purpose of this Plan, which shall be known as the "V Band
Corporation 1982 Incentive Stock Option Plan, as amended" (the "Plan"), is to
aid V Band Corporation including any subsidiary which may be hereinafter formed
(the "Company"], in securing and retaining officers, directors and key employees
by making it possible to offer them an increased incentive, in the form of a
proprietary interest in the Company, to establish or maintain a working
relationship with the Company and to increase their efforts for its growth,
development and expansion and to enable them to have a better appreciation of
the stockholder point of view on matters of corporate management.
Options granted under the Plan are to be "Incentive Stock
Options" except options modified as provided by the proviso of Section 5(f)
hereof. As used herein, the term "Incentive Stock Options" shall mean those
options granted hereunder which are intended to constitute "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Shares Subject to the Plan
Subject to adjustment as provided in Section 6, an aggregate of
512,112 shares of the Company's Common Stock, par value $.01 per share (the
"Stock"), will be available for issuance upon the exercise of all options at any
time granted under the Plan. The shares of Stock deliverable upon the exercise
of options may be authorized and unissued Common Stock or reacquired Common
Stock, as the Board of Directors of the Company (the "Board") may from time to
time determine. If any option granted under the Plan shall terminate for any
reason without having been exercised in full, the unpurchased shares subject
thereto may be reallocated under the Plan.
3. Eligibility
The class of persons eligible to receive Incentive Stock Options
under the Plan shall be key employees of the Company (including officers and
directors but excluding any director who is not also either an(degree)officer or
otherwise regularly employed by the Company or any of its subsidiaries) who are
eligible to receive such options under Section 422 of the Code and who, in the
opinion of the Board are from time to time primarily responsible for the
management, growth, development and expansion of some part, or all, of the
business of the Company.
Nothing in the Plan or in any option granted hereunder shall
confer any right on a person to continue in his relationship with the Company or
shall interfere in any way with the right of the Company, as the case may be, to
terminate such relationship at any time.
<PAGE>
4. Administration of the Plan
The Plan shall be administered by the Board or by a committee
(the "Stock Option Committee") consisting of three or more persons selected by,
and serving at the pleasure of the Board. All references herein to the Board
shall refer to the Stock Option Committee if one shall be designated by the
Board. The Board shall have a plenary authority in its discretion, but subject
to the express provisions of the Plan and, except with respect to an option
modified as provided in the proviso of Section 5(f) hereof, of Section 422 of
the Code:
(a) To determine which of the eligible employees of the
Company shall be granted options and the number to be granted to
each. In making such determination, the Board shall consider the
position and responsibilities of the employee being his services
and accomplishments, his present and potential contribution to
the success of the Company and such other factors as the Board
may deem relevant;
(b) To determine the dates of grant of options;
(c) To prescribe the form of the instruments evidencing any
options granted under the Plan;
(d) To adopt, amend, and rescind rules and regulations for
the administration of the Plan and for its own acts and
proceedings; and
(e) To decide all questions and settle all controversies and
disputes of general applicability which may arise in connection
with the Plan.
All decisions, determinations and interpretations with respect to
the foregoing matters shall be made by the Board and shall be final and binding
upon all persons.
No member of a Stock Option Committee appointed by the Board of
Directors to act hereunder shall be eligible for selection as a recipient of
stock options hereunder, so long as he or she shall serve as a member of such
Committee.
5. Terms and Conditions of Options
Except as hereinafter provided, options granted pursuant to the
Plan shall be subject to the following terms and conditions:
(a) Price
The purchase price per share of Stock deliverable upon the
exercise of each option shall be not less than 100 percent of the fair market
value of the Stock at the time the option is granted (the "date of grant"). If
the stock is traded on a national securities exchange, then the fair market
value shall be determined by the Board on the basis of the mean between the
highest and lowest quoted selling prices on the principal national securities
exchange on which the Stock may then be traded on the date of grant, or, if
there is no such sale on the date of grant, then on the last previous day on
<PAGE>
which a sale was reported. If the Stock is not listed on any national securities
exchange but on an established securities exchange, then the fair market value
of the stock shall be determined by the Board on the basis of the mean between
the bona fide bid and ask prices or the last sale price for a business day,
based on quotations in the over-the-counter market as reported by NASDAQ. If the
stock is not traded on any established exchange, then the Board shall determine
the fair market value of the Stock, in good faith, on some other basis.
(b) Payment for Stock
The purchase price of Stock issued upon exercise of options
granted hereunder shall be paid on the date of purchase as noted in Section
5(d).
(c) Term of Options
The term of each option granted under this Plan shall be for such
period as the Board shall determine at the time of the grant, but not more than
ten years from the date thereof. If the option is granted to an individual
owning stock, directly or indirectly within the meaning of Code Section 425(d),
at the time of grant, possessing more than 10% of the total combined voting
power of all classes of stock of the Company or its parent or subsidiary (a "10%
Stockholder"), the term of such option shall be for a period of not more than
five years from the date of grant thereof. No option shall be exercisable for
one year after the date of grant, and the Board can specify whether an option
shall be exercisable in whole or in installments.
All rights to purchase pursuant to an option granted, unless
sooner terminated, shall expire ten years from the date the option was granted.
An Incentive Stock Option shall not be exercisable while there is outstanding
(within the meaning of Code Section 422(c)(7)) in the hands of an optionee any
previously granted Incentive Stock Option to purchase stock of the Company.
(d) Exercise of Option
Options shall be exercised by written notice to the Company in
the manner set forth in the option agreement evidencing such options.
Payment of the option price shall be (a) made in full in cash or
by check at the time of exercise, or (b) made in whole or in part by the
surrender of shares of Stock, such Stock to be credited at the option price in
an amount equal to its fair market value on the date of exercise determined by
one of the methods specified in Section 5(a), or (c) made by any other method of
payment with the consent of the Board, provided that it does not affect the
treatment of the option as an Incentive Stock Option under the Code, and upon
such terms and conditions including provision for securing the payment of the
same, as the Board, in its discretion, shall provide. In no event, however,
shall the Board provide for the installment payment of any option price unless
at the time of exercise of the option to which such option price relates the
holder of the option pays in cash or by check an amount equal to not less than
the aggregate par or stated value of the shares being acquired.
<PAGE>
As soon as practicable after receipt by the Company of notice of
exercise and of payment of the option price for all shares with respect to which
an option has been exercised, a certificate or certificates representing such
shares shall be registered in the name or names of the optionholder, his
successor or his permitted transferee and shall be delivered to the
optionholder, his successor or his permitted transferee at the optionholder's
address as it appears in the payroll records of the Company or such other
address as may be designated by the optionholder.
(e) Termination of Relationship with the Company
Upon the termination of an optionholder's relationship with the
Company (whether as a result of retirement, death or for any other reason), his
option shall be limited to the number of shares purchasable by him on the date
of the termination of such relationship, and his option as to any remaining
shares shall terminate forthwith. Transfer from the Company to a subsidiary,
which may be created hereinafter, from such subsidiary to the Company, or from
one subsidiary to another, shall not be deemed to be termination of such
relationship. Upon termination of a relationships the optionholder's rights to
exercise an option then held by him shall be as follows:
(i) Retirement or Termination of Employment
If an optionholder's relationship is terminated because of
retirement or any reason other than disability or death, he may exercise his
option, as limited above, at any time within three months from the date of his
termination of such relationship, but in no event after the date on which the
option by its terms terminates.
(ii) Disability or Death
If the optionholder's relationship is terminated by
disability (within the meaning of Code Section 105(d) (4)), his
option may be exercised at any time within twelve months from the
date of the termination of his employment, but in no event after
the date on which the option terminates by its terms.
If the optionholder's relationship is terminated by death,
his option, as limited above, may be exercised by his legal
representative within twelve months after his death, but in no
event after the date on which the option by its terms terminates.
(iii) Cause
If the employment of an optionholder shall be terminated for
"Cause", his rights under any then outstanding option shall
terminate at the time of such termination of employment or
consulting arrangement. As used in this subsection (iii) of this
paragraph (e), in the case of any employee not subject to a
written employment agreement, "Cause" shall mean any willful or
intentional act having the effect of injuring the reputation,
business or business relationships of the Company or any repeated
or continuous failure, neglect or refusal to perform in a
satisfactory manner duties assigned to such employee. In the case
of an employee subject to a written employment agreement, "Cause"
shall mean any action giving the Company the right to terminate
such person's employment agreement for cause.
(f) Transferability of Options
<PAGE>
No option shall be transferable by an optionholder otherwise than
by will or the laws of descent and distribution, and during the lifetime of the
optionholder to whom an option is granted it may be exercised only by him;
provided that the Board may amend, with the consent of the optionholder, the
terms of any option granted prior to such amendment to provide that such option
may be transferred by the optionholder to the optionholder's spouse or to a
trust of which the optionholder is the primary beneficiary during the
optionholder's lifetime, in which case such option shall be exercisable by the
optionholder's spouse (or the spouse's legal representative if the spouse shall
die) or trustee, as the case may be, but may not be further transferred by such
person otherwise than by will or the laws of descent and distribution except to
the optionholder. In the event of any permissible transfer pursuant to the terms
of the proviso of the immediately preceding sentence, all references to the
termination of an optionholder's relationship with the Company contained in
Section 5(e) hereof shall be deemed to refer to termination of the relationship
of the optionholder's transferor.
(g) Listing and Registration
Each option shall be subject to the requirement that, if at any
time the Board shall determine, in its discretion, that the listing,
registration or qualification of the Stock subject to such option upon any
securities exchange or under any state or federal law, including the Securities
Act of 1933, as amended, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such option or the issue or purchase of shares thereunder,
no such option may be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board. The Company may in
its sole discretion at any time, and from time to time, file a registration
statement under the Securities Act of 1933, as amended, and list, register or
qualify, under any other state or federal law, all or any part of the options
issuable pursuant to the Plan and any Stock issuable upon exercise of such
options in accordance with the terms of the Plan.
(h) Option Agreement
Each person to whom an option is granted shall enter into an
agreement with the Company which shall contain such provisions, consistent with
the provisions of this Plan, as may be established at any time or from time to
time by the Board. Each option agreement may provide in the discretion of the
Company that the issuance of the Stock shall be conditioned upon the receipt
from the person exercising such option of a representation or other instruments
in form and substance satisfactory to the Company that at the time of such
exercise it is his then present intention to acquire the Stock being purchased
for investment and not with a view to the resale or distribution of any part
thereof.
(i) Stock Ownership
In no event shall an Incentive Stock Option be granted to a 10%
Stockholder, as defined in Section 5(c), unless the option price is at least 110
percent of the fair market value of the Stock, as determined under Section 5(a),
and if the option is not exercisable for more than 5 years after the date of
grant.
(j) Limitations on Options
<PAGE>
The aggregate fair market value (determined at the time the
option is granted) of the Stock for which any employee may be granted options in
any calendar year shall not exceed $100,000 plus any unused limit carryover to
such year. The unused limit carryover to such year shall be one-half the amount
by which $100,000 exceeds the aggregate fair market value (determined at the
time the option was granted] of the Stock for which such employee was granted
incentive stock options under the plans of the Company, if more than one plan
exists, in any one calendar year. The unused limit carryover may be carried
forward for three calendar years. The amount of the unused limit carryover from
any calendar year which may be taken into account in any succeeding calendar
year shall be the amount of such carryover reduced by the amount of such
carryover used in prior calendar years. The amount of options granted in any
calendar year shall be treated as first using up the $100,000 limitation and
then using unused limit carryovers to such year, in the order of the calendar
years in which the unused limit carryovers arose.
6. Adjustments Upon Changes in Common Stock
In the event there is, after March 7, 1986, a stock dividend paid
in shares of the Stock subject to any option outstanding hereunder, or a
recapitalization, a reclassification, a split-up or a combination of shares with
respect to such Stock, the Board shall have the power to make appropriate
adjustments, which shall be binding upon the holders of unexercised option
rights, of the option price under such option and of the number of shares as to
which such option is then exercisable, to the end that the optionholder's
proportionate interest shall be maintained as before the occurrence of such
event; and in any such case, an appropriate adjustment shall also be made in the
total number of shares reserved for the future granting of options under the
Plan. No adjustment provided for in this Section 6 shall require the Company to
sell or issue a fractional share of Stock, and the total substitution adjustment
with respect to each outstanding option shall be limited accordingly.
Upon the effective date of any merger, consolidation,
reorganization or liquidation of the Company with one or more corporations in
which the Company is not the surviving corporation, or of a transfer of
substantially all of the property of more than 80% of the then outstanding
shares of Stock of the Company to another corporation, the Plan and any
unexercised option granted under the Plan shall terminate unless provision be
made in writing in connection with such transaction for the continuance of the
Plan and for the assumption of such unexercised options by a successor employer
corporation or parent or subsidiary thereof for the substitution of such
unexercised options of new options covering shares of such successor
corporation, with appropriate adjustments as to number and kind of shares and
prices pursuant to Section 425(a) of the Code; in which event the Plan and the
unexercised options theretofore granted or the new options substituted therefor
shall continue in the manner and under the terms provided in the Plan. Prior to
any such termination upon the effective date of any such transaction, the Board
may in its discretion permit such optionholder under the Plan to accelerate his
option and to purchase the full number of shares under his option which he would
otherwise have been entitled to purchase during the remaining term of such
option.
Upon any adjustment made pursuant to this Section 6, the Company
will, upon request, deliver to the optionholder or his successor, a certificate
of the Company's Secretary or an Assistant Secretary setting forth the option
price thereafter in effect and the number and kind of shares, other securities
or other property thereafter purchasable on the exercise of such option.
<PAGE>
7. No Rights of Shareholders
Neither the optionholder, his legal representative nor his
transferee shall be, or have any of the rights and privileges of, a shareholder
of the Company in respect of any shares purchasable upon the exercise of any
option, in whole or in part, unless and until certificates for such shares shall
have been issued.
8. Amendment of Plan
The Plan may be amended by the Board, as it shall deem advisable,
including any amendment to qualify the options as "incentive stock options" as
defined in Section 422 of the Code or to conform to any change in any law or
regulation applicable thereto; provided, however, that the Board may not,
without the authorization and approval of the shareholders of the Company within
twelve months of such amendment, (i) increase the maximum number of shares for
which options may be granted under the Plan, (ii) change the manner of
determining the purchase price, (iii) reduce any purchase price (except in
accordance with the provision of Section 6 hereof), (iv) increase the term of
options beyond the periods indicated in Section 5(c), (v) extend the termination
date of the Plan, or (vi) change the criteria for determining eligibility under
the Plan.
The Board may make such rules and regulations and establish such
procedures for the administration of the Plan as it deems appropriate. In the
event of any dispute or disagreement as to the interpretation of this Plan or of
any rule, regulation or procedure arising from or related to the Plan, as the
same may apply in general to persons affected thereby, the decision of the Board
shall be final and binding upon all such persons.
Notwithstanding the foregoing, the Board may not amend, without
the consent of the optionholder, the terms of any previously granted option in
any manner which would adversely affect any such option. No modification,
extension, renewal or other change in any option granted under the Plan shall be
made after the grant thereof unless such modification, extension, renewal or
other change is consistent with the provisions of the Plan and does not
disqualify the option as an Incentive Stock Option.
9. Termination of Plan
The Board may in its discretion terminate, or fix a date for
termination of, the Plan, and any shares unallocated thereunder. No such
termination shall affect any option theretofore granted which has neither
expired nor been terminated. Unless previously terminated the Plan shall
terminate on February 4, 1992, and no options shall be granted under the Plan
after that date.
10. Miscellaneous
The granting of an option under this Plan shall impose no
obligation on the Company to continue the employment of the employee and shall
not lessen or affect the rights of the Company to terminate such employment of
the employee. Participation under this Plan shall not affect eligibility for any
profit-sharing, bonus, insurance, pension, or other extra compensation plan
which the Company may at any time adopt for employees.
<PAGE>
11. Notices
All notices under the Plan shall be in writing, and if to the
Company, shall be mailed to its principal office, 5 Odell Plaza, Yonkers, New
York, 10701 Attn: Thomas Feil; and if to the optionholder, shall be delivered
personally or mailed to the optionholder at his address appearing in the payroll
records Of the Company. The address of any party may be changed at any time by
written notice to the other party given in accordance with this Section Il.
12. Nonexclusivity of the Plan
Neither the adoption of the Plan by the Board nor the submission
of the Plan to the shareholders of the Company for approval shall be construed
as creating any limitation on the power of the Company to adopt such other
incentive arrangements as it may deem desirable, including without limitation,
the granting of stock options, restricted stock, or stock appreciation rights
otherwise than under the 'Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.
13. Exclusion From Pension Computations
By acceptance of a grant of an option under the Plan, each
employee shall be deemed to agree that any income realized upon the receipt or
exercise thereof or upon the disposition of the shares received upon exercise is
special incentive compensation and will not be taken into account as "wages,"
"salary" or "compensation" in determining the amount of any payment under any
pension, retirement, incentive, profit-sharing or deferred compensation plan of
the Company that may hereinafter be adopted by the Company.
10. Plan Governed by New York Law
The Plan and the rights of all persons hereunder shall be
governed by the laws of the State of New York.
WHITE AND WILLIAMS
One Liberty Place
Philadelphia, Pennsylvania 19103-7395
215-864-7000
November 29, 1996
V Band Corporation
565 Taxter Road
Elmsford, NY 10523
Re: V Band Corporation Amended and Restated 1982
Incentive Stock Option Plan, as amended 1996
Ladies and Gentlemen:
We have acted as counsel for V Band Corporation (the "Company")
in connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended of an additional 687,888 shares of the
Company's Common Stock, $.01 par value (the "Common Stock") which may be issued
pursuant to the V Band Corporation Amended and Restated 1982 Incentive Stock
Option Plan, as amended 1996 (the "Plan").
In connection with such representation, we have examined the
following documents:
1. The Certificate of Incorporation of the
Company;
2. The By-laws of the Company;
3. Resolutions of the Board of Directors and
shareholders of the Company regarding the Plan;
4. The Plan.
In addition to the foregoing, we have conferred with various
officers of the Company and made such additional investigations of fact as we
deemed necessary for purposes of this opinion.
<PAGE>
V Band Corporation
November 26, 1996
Page Two
Based on the foregoing, it is our opinion that the Common Stock,
upon issuance pursuant to the terms of the Plan, will be duly authorized,
legally and validly issued, fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.
We hereby consent to all references to our firm in the
Registration Statement and to the filing of this opinion by the Company as an
Exhibit to the Registration Statement.
Very truly yours,
/s/WHITE AND WILLIAMS
---------------------
WHITE AND WILLIAMS
