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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
View Tech, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
926707-10-0
(CUSIP Number)
William M. McKay
Chief Financial Officer
View Tech, Inc.
950 Flynn Road
Camarillo, CA 93012
(805) 482-8277
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 29, 1996
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/.
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(see Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing
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CUSIP NO. 926707-10-0 13D PAGE 2 OF 5 PAGES
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information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the
Notes).
(1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
Franklin A. Reece, III
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(2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) /X/
(b) /_/
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(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
N/A
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(6) Citizenship or Place of Organization
US citizen
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Number of (7) Sole Voting Power 73,602
Shares ------------------------------------
Beneficially
Owned by (8) Shared Voting Power 489,061
Each ----------------------------------
Reporting
Person With (9) Sole Dispositive Power 73,602
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(10) Shared Dispositive Power 489,061
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CUSIP NO. 926707-10-0 13D PAGE 3 OF 5 PAGES
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
562,663
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
N/A
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(13) Percent of Class Represented by Amount in Row (11)
9.9%
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(14) Type of Reporting Person (See Instructions) IN
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CUSIP NO. 926707-10-0 13D PAGE 4 OF 5 PAGES
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the acquisition by Franklin A. Reece, III of
common stock, $0.0001 par value ("Common Stock") of View Tech, Inc.("View Tech")
in exchange for Mr. Reece's shares in USTeleCenters, Inc., a Massachusetts
corporation ("UST"). Included in the number of shares listed in Item 5 below
are options to acquire 73,602 shares of View Tech Common Stock that Mr. Reece
received in exchange for his options to acquire shares in UST.
View Tech's principal executive offices are located at 950 Flynn Road,
Camarillo, California 93012.
ITEM 2. IDENTITY AND BACKGROUND
(a) Franklin A. Reece, III
(b) USTeleCenters, Inc.
745 Atlantic Avenue
Boston, MA 02111
(617) 345-8101
(c) Mr. Reece is currently president of USTeleCenters, Inc., a Delaware
corporation and wholly owned subsidiary of View Tech ("USTeleCenters").
USTeleCenters is a single source provider of voice, video, and data equipment,
network services, and bundling telecommunications solutions for business
customers.
USTeleCenters' principal executive offices are located at 745 Atlantic Avenue,
Boston, MA 02111.
(d) Not applicable.
(e) Not applicable.
(f) American.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
On November 29, 1996, UST merged with and into USTeleCenters (the "Merger").
In connection with the Merger, Mr. Reece exchanged 1,993,400 shares of UST
common stock and options to acquire 300,000 shares of UST common stock for
489,061 shares of View Tech Common Stock and options to acquire 73,602 shares of
View Tech Common Stock, respectively. Mr. Reece owned his shares in UST free and
clear of any encumbrances.
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CUSIP NO. 926707-10-0 13D PAGE 5 OF 5 PAGES
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ITEM 4. PURPOSE OF TRANSACTION.
Reference is made to View Tech's Form S-4 (SEC File No. 333-13459), which is
incorporated herein by this reference, for a description of the reasons for the
Merger.
Mr. Reece has not formulated any plans or proposals which relate to or would
result in any of the items described in paragraphs (a) through (j) of this item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Reece beneficially owns 562,663 shares of View Tech Common Stock,
which includes options to acquire 73,602 shares of View Tech Common Stock.
These options are fully vested and currently exercisable. If the options are
exercised, Mr. Reece's share holdings will represent approximately 9.9% of View
Tech's outstanding Common Stock. This percentage is based upon Mr. Reece's own
knowledge, and not upon filings with the Securities and Exchange Commission,
because such filings do not include the final exchange ratio that the former UST
shareholders, including Mr. Reece, received for his UST common stock.
(b) Mr. Reece has sole voting and dispositive power with respect to 73,602
shares, and shared voting and dispositive power with respect to 489,061 shares
of View Tech Common Stock.
(c) No transactions in the View Tech Common Stock were effected prior to the
Merger referred to in Item 3 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Franklin A. Reece, III and Joyce R. Reece are husband and wife and hold
489,061 shares of View Tech Common Stock as joint tenants.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement dated December 9, 1996 between Franklin A.
Reece, III and Joyce R. Reece
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 9, 1996
/s/ Franklin A. Reece, III
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Franklin A. Reece, III
/s/ Joyce R. Reece
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Joyce R. Reece
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JOINT FILING AGREEMENT
Joint Filing Agreement dated as of December 9, 1996, by and among Franklin A.
Reece, III and Joyce R. Reece, both individuals (collectively referred to herein
as the "Reeces").
1. The Reeces hereby agree to jointly file a Schedule 13D with respect to the
acquisition of shares of common stock, par value $0.0001, of View Tech,
Inc., a Delaware corporation ("View Tech"), by the Reeces.
2. The Reeces acknowledge that they may be deemed a "group" with respect to the
shares held by them as joint tenants.
3. Each of the Reeces acknowledge and agree that each is responsible for the
filing of the Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such person
contained therein.
/s/ Franklin A. Reece, III
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Franklin A. Reece, III
/s/ Joyce R. Reece
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Joyce R. Reece
