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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
View Tech, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
926707-10-0
- --------------------------------------------------------------------------------
(CUSIP Number)
John L. Bronson, Esq., Jager, Smith, Stetler & Arata, P.C.
One Financial Center,
Boston, MA 02111
(617) 951-0500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 1996
-------------------------------------------------------------
(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 the statement [X]. (A fee
is not required only if the reporting 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13-d1(a) for other parties to whom copies are to
be sent.
*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 information which would alter
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 926707-10-0 PAGE X OF X PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telcom Holding, LLC
04-3343863
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Massachusetts
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
975,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
975,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
975,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page X of X pages
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 926707-10-0 PAGE X OF X PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul C. O'Brien
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF 00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
975,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
975,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
975,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page X of X pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 926707-10-0 PAGE X OF X PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark P. Kiley
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF 00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
975,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
975,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
975,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page X of X pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.0001 par value per share
("Common Stock"), of View Tech, Inc., a Delaware corporation ("View Tech"), with
its principal executive offices at 950 Flynn Road, Camarillo, CA 93012.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) Telcom Holding, LLC, a limited liability
company organized under the laws of Massachusetts ("Telcom"), with respect to
shares of Common Stock beneficially owned by it, (ii) Paul C. O'Brien, with
respect to shares of Common Stock beneficially owned by Telcom and (iii) Mark P.
Kiley, with respect to shares of Common Stock beneficially owned by Telcom. The
foregoing persons are hereinafter sometimes referred to collectively as the
"Reporting Persons." Mr. O'Brien and Mr. Kiley are the managers of Telcom.
(b) The business address of each of the Reporting Persons is c/o The
O'Brien Group, Inc., Two International Place, Boston, MA 02110.
(c) The principal business of Telcom is that of a private investment firm
engaged in the purchase and sale of securities for investment for its own
account. Telcom was formed specifically to make an equity investment in View
Tech.
Mr. O'Brien's present principal occupation or employment is as President of
The O'Brien Group, Inc., which performs management consulting services
principally in the telecommunications industry. Mr. Kiley's present principal
occupation or employment is as a consultant with The O'Brien Group, Inc.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result thereof was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Messrs. O'Brien and Mr. Kiley are United States citizens.
ITEM. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 15, 1996, Telcom purchased 170,455 shares of Common Stock and a
warrant to purchase 85,228 shares of Common Stock for an aggregate purchase
price of $750,000. The purchase was made with Telcom's investment capital,
which funds were provided by contemporaneous capital contributions by Telcom's
two initial Class A
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members, Barbara Cleary and William F. Connell, who purchased their membership
interests in Telcom in a transaction exempt from registration under Section 5 of
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule
505 of Regulation D thereunder.
ITEM 4. PURPOSE OF TRANSACTION.
On December 31, 1996, Telcom and View Tech entered into a Common Stock and
Common Stock Purchase Warrant Agreement (the "Agreement") which contemplates the
purchase by Telcom of up to (i) 650,000 shares of Common Stock and (ii) warrants
("Warrants") to purchase up to 325,000 shares of Common Stock (collectively,
"Purchased Securities"), at a price of $4.40 per unit, each unit consisting of
one (1) share of Common Stock and a Warrant for one-half (1/2) share. The
Warrants are exercisable at a price of $6.50 per share of Common Stock and
expire December 31, 2001. Telcom agreed to use its reasonable best efforts to
purchase Purchased Securities with an aggregate purchase price of $2,500,000 or
more by January 15, 1997, and, cumulatively, Purchased Securities including up
to 650,000 shares of Common Stock and Warrants to purchase up to 325,000 Warrant
Shares by February 15, 1997; provided that (i) Telcom may extend either such
anticipated date for a closing by up to 15 days, (ii) View Tech may designate an
earlier date for an initial closing with respect to issuance and sale of
Purchased Securities with an aggregate purchase price of less than $2,500,000,
(iii) there shall not be more than three closings and (iv) the last closing
shall occur not later than February 28, 1997. The number of Purchased
Securities covered by the Agreement may be increased by mutual agreement, but
not to a number that would require View Tech to obtain stockholder approval
under applicable rules promulgated by The NASDAQ National Market.
View Tech designated January 15, 1997 as the date for an initial closing
with respect to Purchased Securities with an aggregate purchase price of
$750,000. On that date, Telcom acquired Purchased Securities comprising 170,455
shares of Common Stock and a Warrant to purchase 85,228 shares of Common Stock.
Telcom's purchase was for investment purposes. Telcom expects to acquire
additional Purchased Securities as contemplated by the Agreement, likewise for
investment purposes.
Pursuant to the Agreement, upon the initial issuance and sale of Purchased
Securities, the size of View Tech's Board of Directors was increased to seven
members and Paul C. O'Brien was elected Chairman and a member of View Tech's
Board of Directors, to serve until View Tech's next annual meeting. View Tech
agreed, pursuant to the Agreement, that until the end of the initial three-year
director term to which Mr. O'Brien may be elected (which cannot begin until such
meeting), to take such actions as may be practicable to cause Mr. O'Brien to be
nominated and serve in such capacities or, if he does not so serve for any
reason, to take such actions as may be practicable to cause another person
designated by Telcom and reasonably acceptable to a majority of the Board of
Directors to be nominated and elected to serve as a member of the Board of
Directors.
<PAGE>
In the event that Telcom purchases Purchased Securities with an aggregate
purchase price of at least $2,500,000, View Tech also agreed on December 31,
1996 (the "Additional Warrant Agreement") to issue to Messrs. O'Brien and Kiley
common stock purchase warrants ("Additional Warrants") in substantially the same
form and upon the same terms and conditions as the Warrants, covering in the
aggregate one-half the aggregate number of shares of Common Stock as are covered
by the Warrants which are included in the Purchased Securities. The Additional
Warrants, when and if issued, will be allocated equally between Mr. O'Brien and
Mr. Kiley.
Pursuant to the Agreement, as long as there are outstanding Warrants to
purchase at least 50% of the aggregate number shares of Common Stock originally
covered by all Warrants issued under the Agreement, but not later than June 15,
1997, subject to certain exceptions, (i) if View Tech intends to issue equity
securities to a third party, it will first offer to each holder of Purchased
Securities and shares of Common Stock issued upon exercise of Warrants or
Additional Warrants ("Warrant Shares") the right, for a period of 20 days, to
purchase for cash, for the same purchase price or other consideration, a number
of such other securities (up to the number of such securities that View Tech
intends to issue or has received an offer to purchase) that would enable, after
giving effect to such issuance, such holder to maintain its same proportionate
fully-diluted ownership in View Tech as it held before such notice and (ii) View
Tech will not, except with the affirmative vote or consent of at least five
members of its Board of Directors, (a) merge or consolidate with, or sell,
assign, lease or otherwise dispose of or voluntarily part with control of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets to any third party, or (b) permit any of its subsidiaries to
do any of the foregoing, other than sales or dispositions of assets in the
ordinary course of business. In addition, under the Agreement such holders are
granted certain "piggyback" registration rights and certain registration rights
on Form S-3 (or Form SB-2 if View Tech is not eligible for any reason to use
Form S-3).
The Warrants and Additional Warrants are redeemable at View Tech's option
on 30 days' notice to the holders thereof at a price of $.50 per Warrant Share
if (i) the average closing bid price of the Common Stock has been at least
$10.00 per share for a period of 60 consecutive trading days ending within ten
days prior to View Tech's written notice of redemption, or (ii) View Tech
effects a best efforts or firm commitment underwritten public offering of Common
Stock resulting in gross proceeds to View Tech of not less than $7,500,000,
provided that in such case the exercise price for the Warrants and Additional
Warrants will be reduced in proportion to any amount by which the public
offering price is less than $10.00 per share.
Except as described above, none of the Reporting Persons has any plans or
proposals which relate to or would result in any transaction or event of any
type described in Item 4, paragraphs (a) through (j) inclusive, of Schedule 13D.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of outstanding shares of
Common Stock owned by the Reporting Persons is based on 5,691,464 shares
outstanding as of December 31, 1996, as reported by View Tech to the Reporting
Persons, and 6,666,464 shares deemed to be outstanding as of January 24, 1997
including shares beneficially owned by the Reporting Persons. As of January 24,
1997:
(i) Telcom owns beneficially 975,000 shares of Common Stock,
constituting approximately 14.6% of the shares outstanding.
(ii) Mr. O'Brien owns directly no shares of Common Stock but may, by
reason of the provisions of Rule 16d-3 under the Securities Exchange Act of
1934, as amended (the "Act"), be deemed to own beneficially 975,000 shares of
Common Stock (constituting approximately 14.6% of the shares outstanding) held
beneficially by Telcom.
(iii) Mr. Kiley owns directly no shares of Common Stock but may, by
reason of the provisions of Rule 16d-3 under the Act, be deemed to own
beneficially 975,000 shares of Common Stock (constituting approximately 14.6% of
the shares outstanding) held beneficially by Telcom.
(iv) In the aggregate, the Reporting Persons own beneficially 975,000
shares of Common Stock, constituting approximately 14.6% of the shares
outstanding.
(b) Telcom has the power to vote or to direct the voting of securities
held by Telcom, as well as investment power, including the power to dispose or
to direct the disposition of securities held by Telcom, which powers may be
exercised (and accordingly are shared) by Mr. O'Brien and Mr. Kiley jointly in
their capacity as managers of Telcom, provided, however, that the consent of all
Telcom's members and of its Class A members as a class is required for the sale
of all or a substantial portion of Telcom's assets, its merger or consolidation
or its liquidation, dissolution and winding up.
(c) During the past 60 days, the only transactions in Common Stock that
were effected by the Reporting Persons were (i) the execution and delivery of
the Agreement and the Additional Warrant Agreement on December 31, 1996 and (ii)
Telcom's purchase on January 15, 1997 of Purchased Securities comprising 170,455
shares of Common Stock and a Warrant to purchase 85,228 shares of Common Stock.
(d) No person other than Telcom is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, Purchased Securities or Warrant Shares.
<PAGE>
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof or between such
persons and any other person with respect to any securities of View Tech
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies, other than (i) the Agreement, the Warrants and the
Additional Warrant Agreement and (ii) Telcom's limited liability company
operating agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
Exhibit 1. Common Stock and Common Stock Purchase Warrant
Agreement dated as of December 31, 1996 between
View Tech, Inc. and Telcom Holding, LLC, filed as
Exhibit 10.14 to View Tech's Registration
Statement on Form SB-2 under the Securities Act
(Registration No. 333-19597) and incorporated
herein by reference.
Exhibit 2. Form of Warrant between View Tech, Inc. and Telcom
Holding, LLC, filed as Exhibit 4.2 to View Tech's
Registration Statement on Form SB-2 under the
Securities Act (Registration No. 333-19597) and
incorporated herein by reference.
Exhibit 3. Letter Agreement dated as of December 31, 1996 by
View Tech, Inc. in favor of Paul C. O'Brien and
Mark P. Kiley, filed as Exhibit 10.15 to View
Tech's Registration Statement on Form SB-2 under
the Securities Act (Registration No. 333-19597)
and incorporated herein by reference.
Exhibit 4. Joint Acquisition Statement pursuant to Rule
13d-1(f)(1) of the Act.
</TABLE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: January 27, 1997 TELCOM HOLDING, LLC
By: /s/ Paul C. O'Brien
----------------------------
Paul C. O'Brien, Manager
By: /s/ Mark P. Kiley
----------------------------
Mark P. Kiley, Manager
/s/ Paul C. O'Brien
-------------------------------
Paul C. O'Brien, individually
/s/ Mark P. Kiley
-------------------------------
Mark P. Kiley, individually
<PAGE>
EXHIBIT 4
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: January 27, 1997 TELCOM HOLDING, LLC
By: /s/ Paul C. O'Brien
---------------------------
Paul C. O'Brien, Manager
By: /s/ Mark P. Kiley
---------------------------
Mark P. Kiley, Manager
/s/ Paul C. O'Brien
-------------------------------
Paul C. O'Brien, individually
/s/ Mark P. Kiley
-------------------------------
Mark P. Kiley, individually
