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As filed with the Securities and Exchange Commission on January 29, 1997
Registration No. 333-___
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIEW TECH, INC.
(Exact name of issuer as specified in its charter)
Delaware 77-0312442
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
950 Flynn Road, Camarillo, CA 93012
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(Address of principal executive offices)
OPTIONS GRANTED TO A CERTAIN CONSULTANT UNDER WRITTEN COMPENSATION AGREEMENT
Compensation Agreement
-----------------------
(Full title of the plan)
ROBERT G. HATFIELD
Chief Executive Officer
View Tech, Inc.
950 Flynn Road, Camarillo, CA 93012 (805) 482-8277
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(Name, address and telephone number of agent for service)
- -------------------------------------------------------------------------------
This Registration Statement will become effective immediately upon
filing with the Securities and Exchange Commission. Sales of the registered
securities will begin as soon as reasonably practicable after the effective date
of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, 25,000 shares $5.00 $125,000 $100
$.0001 par value
Options Granted Under Written
Compensation Agreement
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(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the options set forth herein by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase
in the number of shares of the Company's outstanding Common Stock.
(2) In accordance with the provisions of Rule 457(o) of the Securities Act of
1933, as amended, the registration fee is based upon the maximum aggregate
offering price.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required as Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "1933 Act"), and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
View Tech, Inc. (the "Company" or "Registrant") hereby incorporates by
reference in this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's annual report on Form 10-KSB for the year ended June 30,
1996, filed pursuant to Section 13(a) of the Security Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company's quarterly report on Form 10-QSB for the quarter ended
September 30, 1996, filed pursuant to Section 13(a) of the Exchange Act;
(c) The description of the Company's Common Stock, par value $.0001 per share,
that is contained in the Company's Registration Statement filed under Section 12
of the Exchange Act (Commission File No. 333-13459) including any amendments or
reports filed for the purpose of updating such descriptions.
All reports and definitive proxy or information statements filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold at the time of
such amendment will be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation eliminates the liability of
directors to the fullest extent permissible under Delaware law, as such law
exists currently or as it may be amended in the future. Under Delaware law,
such provision may not eliminate or limit director monetary liability for (a)
breaches of the director's duty of loyalty to the corporation or its
stockholders; (b) acts or omissions not in good faith or involving intentional
misconduct or
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knowing violations of law; (c) the payment of unlawful dividends or unlawful
stock repurchases or redemptions; or (d) transactions in which the director
received an improper personal benefit. Such limitation of liability provision
also may not limit director's liability for violation of, or otherwise relieve
the Company or its directors from the necessity of complying with, federal or
state securities laws or affect the availability of non-monetary remedies such
as injunctive relief or rescission.
Delaware law generally permits indemnification of expenses incurred in the
defense or settlement of a derivative or third-party action, provided there is a
determination by a disinterested quorum of the directors, by independent legal
counsel or by a majority vote of a quorum of the stockholders that the person
seeking indemnification acted in good faith and in a manner reasonably believed
to be in or (in contrast to California law) not opposed to the best interests of
the corporation. Without court approval, however, no indemnification may be
made in respect of any derivative action in which such person is adjudged liable
for negligence or misconduct in the performance of his or her duty to the
corporation. Delaware law permits indemnification of expenses when the
individual being indemnified has successfully defended the action on the merits
or otherwise. A provision of Delaware law states that the indemnification
provided by statute shall not be deemed exclusive of any other rights under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits to the Registration Statement are listed in the Exhibit Index
elsewhere herein.
Item 9. Undertakings.
The Registrant hereby undertakes: (1) to file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933
Act, (ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
--------
however, that clauses (1)(i) and (1)(ii) do not apply if the Registration
- -------
Statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference into this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act 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; and (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 Registrant's 1994 Stock Option/Stock Issuance Plan.
The Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference into this 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.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the indemnity provisions identified in Item 6, 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
1933 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
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a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 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, as amended, the
Registrant certifies that it has reasonable grounds to believe that 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 Camarillo, State of California on this January
27, 1997.
VIEW TECH, INC.
By: /s/ Robert G. Hatfield
----------------------
Robert G. Hatfield
Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. Exhibit Page No.
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<S> <C> <C>
4.1 Compensation Agreement, dated January 27, 1997, between View Tech,
Inc. and Howard J. Kern.
4.2 Engagement Letter, dated June 7, 1996, between View Tech, Inc. and
Howard J. Kern.
24.1 Power of Attorney for the Company relating to subsequent
amendments.
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EXHIBIT 4.1
COMPENSATION AGREEMENT
----------------------
THIS COMPENSATION AGREEMENT (this "Agreement"), dated as of January
27, 1997, by and between and VIEW TECH, INC., a California corporation
("Company"), and HOWARD J. KERN ("Kern").
WITNESSETH
A. Kern provides legal services to the Company and the Company wishes
to reward Kern for such legal services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
parties agree as follows:
1. Kern is hereby granted an option to purchase 25,000 shares of the
Company's Common Stock (the "Stock") upon the terms and conditions set forth in
the Engagement Letter dated June 7, 1996.
2. Company and Kern acknowledge and agree that the Stock was granted
as compensation for services and not for any capital-raising purposes or in
connection with any capital-raising activities.
3. This agreement is intended to constitute a written compensation
contract within the meaning of Rule 701 of the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
/s/ Howard J. Kern VIEW TECH, INC.
- ---------------------- A CALIFORNIA CORPORATION
Howard J. Kern
By: /s/ Robert G. Hatfield
----------------------------
Name: Robert G. Hatfield
--------------------------
Title: Chief Executive Officer
-------------------------
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EXHIBIT 4.2
June 7, 1996
Howard J. Kern
Law Offices of Howard J. Kern
4057 Rhodes Avenue
Studio City, CA 91604
Re: Monthly Retainer Agreement
--------------------------
Dear Mr. Kern:
We are pleased that you have agreed to provide legal services to View Tech,
Inc. (the "Company") with respect to its on-going legal requirements, including
but not limited to, regular reporting obligations to the Securities and Exchange
Commission (the "SEC"), preparation and review of contracts, assisting the
Company in reviewing financial proposals and in planning for possible financial
offerings, and working with the Company's officers in connection with matters
handled by other attorneys with a goal toward reducing the Company's annual
legal expense. Your firm will not act as counsel of record in any litigation
matter by virtue of this agreement but will be expected to assist in the
selection process and monitor other attorneys that will be handling such
matters. The Company expects you to function as its outside general counsel to
assure that outside law firms continue to provide high quality services in a
cost-efficient manner. We wish to reach agreement with you in advance as to the
conditions and guidelines that will govern our relationship, consistent, of
course, with the rules of professional responsibility that apply to all
attorneys.
First, to protect both of us and to comply with professional obligations,
we have already discussed with you and have resolved any potential conflicts of
interest with present or former clients of your firm. We expect that you
will inform us of any additional potential conflicts which you may discover
prior to commencing work for the Company, if possible, so that we can evaluate
whether engaging your firm's services is appropriate. Moreover, we assume that
if, during the course of your firm's services to the Company, your firm becomes
aware of other potential conflicts of interest that may arise, we will be
immediately provided all necessary information.
The services which your firm will provide shall be in accordance with the
following terms and conditions:
A. Professional Fees -- We understand that your monthly retainer will be
$5,300 per month, which includes $300 which will be applied toward your
expenses. In exchange for this monthly retainer, you will provide the Company up
to 80 hours of legal services per month. Any hours of service in excess of 80
hours during any month will be billed at the rate of $125 per hour. Each month
will commence a new billing cycle and will be independent of prior and future
months.
No fees shall be paid separately for secretarial or clerical services.
Any additional agreements regarding fees must be set forth in writing and signed
by an officer of the Company.
<PAGE>
Howard J. Kern
June 7, 1996
Page 2
In addition to the monthly retainer, you shall receive an option to acquire
25,000 shares of the Company's common stock at a today's market price of $6.375
per share (the "Non-Adjusted Exercise Price"). However, if the Company issues
stock at a price that is both below the market price and below the non-adjusted
exercise price between the date hereof and December 31, 1996 (the "Adjustment
Period"), the option exercise price shall be adjusted downward to the lowest
price that the Company issues new shares of its common stock during such
Adjustment Period, but in no event shall the adjusted exercise price be below
$5.00 per share. The option shall be vested immediately and shall be
exercisable as of January 1, 1997, subject to earlier exercisability under
certain conditions. The Company shall register the shares underlying this option
on a Form S-8 prior to the first exercise period.
B. Costs and Expenses -- We understand that in the course of your
representation, it may be necessary for your firm to incur certain costs or
expenses. As noted in Section 1 above, your fees includes an allocation of $300
per month for expenses. This allocation is specifically earmarked for your
telephone, facsimile, and normal photocopying costs. Our Company will reimburse
your firm for certain other costs or expenses actually incurred and reasonably
necessary for completing the assigned matter, as long as your charges for costs
and expenses are competitive with other sources of the same products or
services. More particularly, our Company will reimburse your firm in accordance
with the following guidelines:
1. Computer-Related Expenses -- We will reimburse you for pre-authorized
on-line computerized research and research services.
2. Travel -- We will reimburse your firm for expenses in connection with
out-of-town travel. However, we will only reimburse for economy class travel
and, where necessary, for the reasonable cost of a rental car. All related
travel expenses, i.e., lodging and meals, must be reasonable under the
circumstances.
We expect that your firm will advance all such travel expenses and submit
bills for reimbursement.
3. Photocopying -- We will reimburse at a maximum of $.10 center per page
for photocopying performed outside of your offices. Expedited photocopying or
oversized document photocopying may be reimbursed at a higher rate only with our
prior approval.
4. Postage/Courier -- We will continue to pay the expenses of overnight
courier or by-hand couriers only when such services are necessary.
5. Miscellaneous Expenses -- We will not reimburse for the cost of office
equipment, books, periodicals or other office expenditures unless approval was
obtained from us.
C. Billing -- Bills should be submitted to the Company's chief financial
officer. We expect to be billed monthly unless an alternative agreement has
been approved by the Company. All bills should include a summary statement of
the kinds of services rendered during the relevant period and
<PAGE>
Howard J. Kern
June 7, 1996
Page 3
be accompanied by a detailed statement in computerized or equivalent form
describing the services performed, the time expended each day. Reimbursable
expenses included on each bill should also be broken down by category. We
expect that your firm will maintain back-up documentation of all expenses for
our review as may be necessary. In the event that your firm forwards invoices
for certain expenses to be paid directly by the Company, we expect such invoices
to be accompanied by any additional back-up documentation and a letter
explaining the purpose of such expense.
D. Term -- This Retainer Agreement is for a term of 12 months effective as
of February 1, 1996. The Agreement shall automatically renew itself for
additional 12 month terms unless written notice of termination is given one
month prior to the expiration of the initial terms or the relevant renewal term.
Future stock options granted hereunder shall have an exercise price equal to the
closing price of the common stock on January 31 of the year in which this
agreement comes up for renewal or if January 31 falls on a weekend, on the first
business day prior to January 31.
E. Disputes -- The laws of the State of California shall govern the
interpretation of this agreement, including all rules or codes of ethics which
apply to the provision of services. All disputes between us arising out of this
engagement which cannot be settled shall be resolved through binding arbitration
in Ventura County in accordance with the rules for resolution of commercial
disputes, then in effect, of the American Arbitration Association, and judgment
upon the award may be entered in any Court having jurisdiction thereof. It is
further agreed that the arbitrators may, in their sole discretion, award
attorneys' fees to the prevailing party.
F. Outside Counsel -- Because of the stock options that are granted
hereunder and the potential conflict that an ownership interest can create, we
acknowledge that you have recommended to the Company that we consult with other
counsel to review this Agreement and to advise the Company whether it is in its
interest to having you represent the Company pursuant to the terms of this
agreement.
Please review this agreement carefully, and if you have any questions
concerning the foregoing conditions, do not hesitate to contact me. If this
agreement is acceptable to you, please acknowledge that you have reviewed it,
understand it, and desire to represent the Company on the basis of the terms of
this letter by signing and delivering to me the enclosed copy.
We look forward to continuing to work with you in the future.
Sincerely yours,
/s/ William M. McKay
William M. McKay
Chief Financial Officer
THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE
<PAGE>
Howard J. Kern
June 7, 1996
Page 4
/s/ Howard J. Kern
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Howard J. Kern
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of VIEW TECH, INC., a
Delaware corporation, do hereby constitute and appoint Robert G. Hatfield and
William M. McKay, and each of them, the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Robert G. Hatfield Chief Executive Officer and Director January 24, 1997
- ------------------------- (Principal Executive Officer)
Robert G. Hatfield
/s/ William M. McKay Chief Financial Officer, Treasurer, January 24, 1996
- ------------------------- Secretary and Director
William M. McKay (Principal Financial and
Accounting Officer)
/s/ John W. Hammon President, Chief Operating Officer January 24, 1997
- ------------------------- and Director
John W. Hammon
/s/ Calvin M. Carrera Director January 24, 1997
- -------------------------
Calvin M. Carrera
/s/ Robert F. Leduc Director January 24, 1997
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Robert F. Leduc
Director January 24, 1997
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Franklin A. Reece, III
January 24, 1997
- ------------------------- Director
David F. Millet
- ------------------------- Chairman of the Board January 24, 1997
Paul C. O'Brien
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