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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 15, 1997
VIEW TECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-25940 77-0312442
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
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950 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (805) 482-8277
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
View Tech, Inc. (the "Company") announced today that Mr. Paul C. O'Brien
has been appointed chairman of the board of directors of the Company and that
Telcom Holding, LLC, a Delaware limited liability company ("Telcom"), of which
Mr. O'Brien is a member and the manager, has invested $750,000 in the Company.
In exchange for its $750,000, Telcom received 170,455 shares of the Company's
common stock, par value $0.0001 ("Common Stock"), and Common Stock purchase
warrants (the "Telcom Warrants") to purchase up to an additional 85,228 shares
of Common Stock at an exercise price of $6.50 per share. The Telcom investment
and the appointment of Mr. O'Brien were made pursuant to the terms of a Common
Stock and Common Stock Purchase Warrants Agreement, dated as of December 31,
1996, by and between the Company and Telcom (the "Telcom Agreement"), which
provides for the issuance of up to 650,000 shares of Common Stock at $4.40 per
share and the grant of up to 325,000 Telcom Warrants with an exercise price of
$6.50 per shares subject to certain adjustments. Additionally, Mr. O'Brien and
Mr. Mark P. Kiley, another member and manager of Telcom, will receive up to an
additional 162,500 Telcom Warrants if Telcom invests $2,500,000 or more in the
Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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20.1. Press release dated January 16, 1997 announcing that Paul C.
O'Brien has been appointed chairman of the board of directors
and that Telcom Holding, LLC made an equity investment in View
Tech, Inc.
20.2. Common Stock and Common Stock Purchase Warrants Agreement,
dated as of December 31, 1996, by and between the Company and
Telcom Holding, Inc., which was filed as an exhibit to the
Company's Form SB-2 dated January 10, 1997, SEC File No. 333-
19597, and is incorporated herein by this reference.
20.3. Letter Agreement, dated December 31, 1996, from the Company to
Paul C. O'Brien and Mark P. Kiley, which was filed as an
exhibit to the Company's Form SB-2 dated January 10, 1997, SEC
File No. 333-19597, and is incorporated herein by this
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIEW TECH, INC.
January 16, 1997 /s/ William M. McKay
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Date William M. McKay
Chief Financial Officer
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EXHIBIT 20.1
For Further Information:
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CONTACT: Robert G. Hatfield Franklin A. Reece, III William F. Coffin
Chairman and CEO President President
or USTELECENTERS, INC. or
William M. McKay (617) 439-9911 Steven B. Johnson
Chief Financial Officer Partner
and Treasurer COFFIN COMMUNICATIONS
VIEW TECH, INC. GROUP
(805) 482-8277 (818) 789-0100
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For Immediate Release:
January 16, 1997
PAUL C. O'BRIEN APPOINTED CHAIRMAN OF VIEW TECH
Telcom Holding, LLC, Commits Equity Capital
CAMARILLO, CA January 16, 1997--View Tech, Inc. (NASDAQ/NMS:VUTK), announced
today that Mr. Paul C. O'Brien, the recently retired Chairman and Chief
Executive Officer of New England Telephone, has been elected to the View Tech
Board of Directors and subsequently appointed Chairman of the Board. In
conjunction with his joining the Board, Telcom Holding, LLC, an investment
company organized by Mr. O'Brien has reached an agreement to invest in the
Company, the first closing of which was consummated today.
Paul C. O'Brien, is past Chairman of New England Telephone, the unit of NYNEX
covering the New England region. He joined New England Telephone in 1987 as
Executive Vice President and Chief Operating Officer, in 1988 he was appointed
President and Chief Executive Officer. In 1993, he was elected Chairman of the
Board. Mr. O'Brien serves on the Boards of Directors of several companies
including the Bank of Boston, Shiva Corporation, First Pacific Networks and
Cambridge NeuroScience. Mr. O'Brien is currently President of the O'Brien Group
and President of Pan-Asia, an investment firm concentrating on Asian ventures.
Mr. O'Brien received a degree in Electrical Engineering from Manhattan College
and an MBA from New York University, has three Honorary Doctorates from local
universities and has received numerous awards including "New Englander of the
Year" by the New England Council and "CEO of the Year" in 1992 by Northeastern
University.
Mr. O'Brien stated that "He was pleased to be able to make a strategic
investment in View Tech, Inc. The Company is properly positioned to become a
significant platform for the development of a nationwide enterprise providing
bundling communications solutions for multi-tiered business markets. I look
forward to participating in the continued growth of View Tech and working
closely with the View Tech management team."
Telcom Holding, LLC, is a newly formed, Delaware limited liability company
affiliated with The O'Brien Group, a communications consulting firm founded by
Mr. O'Brien upon his retirement from NYNEX in 1994. Telcom will invest in newly
issued shares of the Company's stock on or before January 30, 1997, subject to
certain conditions. View Tech intends to use the net proceeds from this
transaction for purposes of working capital and payment of certain costs
associated with its recent merger with USTeleCenters, Inc.
-More-
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View Tech, Inc. - Press Release
January 16, 1997
Page Two
Robert G. Hatfield, CEO of View Tech, Inc. commented on the appointment, saying
"View Tech is very fortunate to have the benefit of Mr. O'Brien's 30 years
experience in the telecommunications industry and welcomes him to the Board. I
am confident that the Company and its shareholders will benefit immensely from
Mr. O'Brien's background and leadership as the Company continues to grow. Mr.
O'Brien will represent a significant addition and enhancement to our Board."
View Tech, Inc., headquartered in Camarillo, CA and its wholly-owned subsidiary,
USTeleCenters, Inc., headquartered in Boston, MA, is a leading, single source
provider of voice, video and data equipment, network services and bundled
telecommunications solutions for business customers nationwide. The Company has
equipment distribution partnerships with PictureTel Corporation, Ascend
Communications, Northern Telecom and markets network services through agency
agreements with Bell Atlantic, GTE, NYNEX, Southwestern Bell and Sprint.
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