<PAGE>
<TABLE>
<CAPTION>
<S><C>
As filed with the Securities and Exchange Commission on June 22, 1998 Registration No. 333-56229
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIEW TECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 3760 CALLE TECATE, SUITE A 77-0312442
(State or Other Jurisdiction of CAMARILLO, CALIFORNIA 93012 (I.R.S. Employer
Incorporation or Organization) (805) 482-8277 Identification No.)
</TABLE>
(Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
-------------------
DAVID A. KAPLAN
VIEW TECH, INC.
3760 CALLE TECATE, SUITE A
CAMARILLO, CA 93012
(805) 482-8277
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
-------------------
Copies of all communications, including all communications sent to the agent for
service, should also be sent to:
<TABLE>
<CAPTION>
<S> <C>
V. JOSEPH STUBBS, ESQ. JOSEPH P. GALDA, ESQ.
Troop Meisinger Steuber & Pasich, LLP Buchanan Ingersoll, A Professional Corporation
10940 Wilshire Boulevard, Suite 800 (Counsel to certain selling stockholders)
Los Angeles, CA 90024-3902 1200 Two Logan Square, 8th and Arch Streets
Philadelphia, PA 19103-6933
</TABLE>
Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. /x/
If this form is filed to register securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box / /
------------------------
<PAGE>
PROSPECTUS
2,576,129 SHARES OF COMMON STOCK
(par value $ 0.0001 per share)
VIEW TECH, INC.
COMMON STOCK
This prospectus (this "Prospectus") relates to the public
offering (this "Offering"), which is not being underwritten, of
2,576,129 shares (the "Shares") of Common Stock, $0.0001 par value
("Common Stock"), of View Tech, Inc. ("View Tech" or the "Company").
529,053 of the Shares are being offered for sale by the Company
pursuant to outstanding warrants at an exercise price of $5.00 per
share (the "Public Warrants"). The remaining 2,047,076 shares of
Common Stock may be offered by certain stockholders of the Company or
by pledgees, donees, transferees or other successors in interest that
receive such shares as a gift, partnership distribution or other
non-sale transfer (the "Selling Stockholders"), which include (i) an
aggregate of 260,000 shares of Common Stock which are being offered
for sale by the Selling Stockholders pursuant to outstanding options
at exercise prices ranging from $7.00 to $7.38 per share (the
"Options") and (ii) an aggregate of 861,000 shares of Common Stock
which are being offered by the Selling Stockholders pursuant to Common
Stock purchase warrants at exercise prices ranging from $6.50 to $7.15
per share (the "Private Warrants") (collectively with the Public
Warrants, the "Warrants"). See "Shares of Selling Stockholders Being
Registered." The Company will receive proceeds from the exercise of
the outstanding Warrants and Options from time to time if and when
they are exercised. However, the Company will not receive any of the
proceeds from the sale of Shares by the Selling Stockholders.
1,296,517 of the Shares covered by this Prospectus, including
1,082,553 of the Shares issuable upon exercise of the Warrants and the
Options, were previously registered by the Company and were covered by
a Prospectus dated January 30, 1997 and the Registration Statement to
which it related. Such Registration Statement and Prospectus have been
superseded in their entirety by this Prospectus and the new
Registration Statement to which it relates.
The sale of the Common Stock may be effected by the Selling
Stockholders from time to time in transactions on the NASDAQ National
Market ("NASDAQ"), in the over-the-counter market, in negotiated
transactions or a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale,
at prices related to prevailing market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the
Shares for whom such broker-dealers may act as agents or to whom they
may sell as principals or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). See "Plan
of Distribution."
None of the proceeds from the sale of the Common Stock by the
Selling Stockholders will be received by the Company. The Company has
agreed, among other things, to bear certain expenses (other than
underwriting discounts and commissions and brokerage commissions and
fees) in connection with the registration and sale or the Common Stock
being offered by the Selling Stockholders. See "Selling
Stockholders."
The Common Stock is traded on NASDAQ under the symbol "VUTK." On
June 2, 1998 the average of the high and low prices of the Common
Stock as reported on NASDAQ was $ 2.94.
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933 (the "Securities Act"),
and any commissions received by them and any profit on the resale of
the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of
Distribution."
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, BY ANY SELLING STOCKHOLDER OR BY ANY OTHER
PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES TO ANY PERSON OR BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT
LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT OF PRICE TO PUBLIC PROCEEDS TO
SECURITY BEING REGISTERED SECURITIES PER SHARE ISSUER OR
OTHER PERSONS(1)(2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 529,053(3) $5.00 $ 2,645,265
- --------------------------------------------------------------------------------------------------------------
Common Stock 2,047,076(4) $2.94 $ 6,018,405(5)
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Total 2,576,129 $ 8,663,670(6)
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company does not have any agreement to pay underwriting commissions
with respect to the exercise of any of the Warrants or the Options.
(2) All expenses of this Offering are being borne by the Company. The Company
estimates that it will incur approximately $40,557 in registration, legal,
accounting, printing and listing fees in connection with this Offering.
(3) Consists of 529,053 shares of Common Stock underlying the Public Warrants
with exercise prices of $5.00 per share.
(4) Consists of 2,047,076 shares of Common Stock being offered for the account
of the Selling Stockholders, which include 861,000 shares of Common Stock
underlying the Private Warrants at exercise prices ranging from $6.50 to
$7.15 per share and 260,000 shares of Common Stock underlying the Options
at exercise prices ranging from $7.00 to $7.38 per share.
(5) Represents the anticipated sale by the Selling Stockholders at $ 2.94 per
share, the average of the high and low sales price reported on The NASDAQ
National Market on June 2, 1998 and does not give effect to ordinary
brokerage commissions or other costs of sale that will be borne solely by
the Selling Stockholders. There can be no assurances, however, that the
Selling Stockholders will be able to sell their shares at this price, or
that a liquid market will exist for the Company's Common Stock. The Company
will receive no proceeds upon the sale of shares of Common Stock by the
Selling Stockholders except for approximately $7,662,341 which will be paid
by the Selling Stockholders to the Company upon the exercise of the Private
Warrants and the Options. There can be no assurance that the Private
Warrants and the Options will be exercised. See "Use of Proceeds."
(6) Excluding expenses, the proceeds from this Offering to be received by the
Company from the issuance of 1,650,053 shares of Common Stock issuable upon
exercise of the Warrants and the Options are estimated to be $10,307,606.
There can be no assurances that any of the Warrants and/or the Options will
be exercised, and accordingly, the Company may not receive any proceeds
from this Offering. See "Use of Proceeds."
---------------------------
The date of this Prospectus is June 19, 1998
<PAGE>
AVAILABLE INFORMATION
View Tech is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information filed by View Tech can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at its
regional offices at Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661-2511, and at 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the Commission maintains a web site at
"http:/www.sec.gov" containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. View Tech's Common Stock is listed on NASDAQ
and reports, proxy and information statements and other information concerning
View Tech can also be inspected at the offices of The NASDAQ, 1735 K Street,
N.W., Washington D.C. 20006-1500.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. Statements contained in this Prospectus as to the
contents of any contract, agreement or other document referred to accurately
describe all material terms so referred to, but are not necessarily a complete
description of the contents of any such contract, agreement or other document.
The Registration Statement and the exhibits and schedules thereto may be
inspected without charge at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
copies of all or part thereof may be obtained from such office upon payment of
the prescribed fees.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed on March 31, 1998;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 filed on May 15, 1998;
3. The Definitive Proxy Statement of the Company dated April 30, 1998 in
connection with the Annual Meeting of Stockholders held on June 3, 1998;
4. The Current Reports of the Company on Form 8-K/A filed on February 3,
1998, and on Form 8-K filed on February 5, 1998;
5. The Company's Registration Statement on Form 8-A/A-3 filed on May 14,
1998.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this Offering, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement incorporated by reference herein
shall be deemed modified or superseded for purposes of this Prospectus to the
extent that a statement contained or in any other subsequently filed report or
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any
4
<PAGE>
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing reports and documents which are incorporated herein
by reference (other than exhibits to such reports and documents, unless such
exhibits are specifically incorporated by reference into any such reports and
documents). Requests for copies of such reports and documents should be
submitted in writing to Teri Brath, Investor Relations Manager, View Tech, Inc.,
3760 Calle Tecate, Suite A, Camarillo, California 93012 or by telephone at
(805) 482-8277.
5
<PAGE>
RISK FACTORS
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS OR
INCORPORATED HEREIN BY REFERENCE, PROSPECTIVE INVESTORS SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISK FACTORS BEFORE PURCHASING THE COMMON STOCK OFFERED
HEREBY.
The factors discussed below and elsewhere in this Prospectus could
adversely affect the value of the Common Stock. In addition, the factors
discussed below and elsewhere in this Prospectus may constitute forward-looking
statements and, as such, may involve known or unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Any
forward-looking statements contained in this Prospectus should not be relied
upon as predictions of future events. Such forward-looking statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," "could," "seeks," or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy. Such statements are necessarily dependent on
assumptions, data or methods that may be incorrect or imprecise and they may be
incapable of being realized. The following risk factors may constitute or
include cautionary, forward-looking statements identifying important factors
with respect to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to vary materially from the
future results covered in such forward-looking statements. Other factors could
also cause actual results to vary materially from the future results covered in
such forward-looking statements. Actual results in the future could differ
materially from those described in the forward-looking statements or as a result
of the factors set forth below, which list does not purport to be exhaustive,
and the matters set forth in this Prospectus generally.
FUTURE FINANCING REQUIREMENTS
The Company may require additional working capital in order to operate its
business efficiently and to implement its internal expansion. The Company may
seek to raise additional capital to meet such needs in either the form of a
private placement of its securities and/or traditional bank financing, or a
combination of both. There can be no assurance, however, that the Company will
be able to raise any additional funds that may be necessary to meet the
Company's future capital needs or that such additional funds, if available, can
be obtained on terms acceptable to the Company. The failure to raise additional
capital, on terms acceptable to the Company, when and if needed, could force the
Company to alter its business strategy and could have a material adverse effect
on the Company's business, financial condition and results of operations.
UNASCERTAINABLE RISKS DUE TO RAPID EXPANSION AND FUTURE ACQUISITIONS
Management anticipates that the Company will continue to grow through
internal expansion. Since July 1992, View Tech, by virtue of its expansion
activity, has grown from two employees in one location to 336 employees in 23
locations at May 11, 1998. In the past 24 months, View Tech has acquired four
businesses, including USTeleCenters ("UST"). By virtue of rapid internal growth
and external growth through acquisitions, the Company is subject to the
uncertainties and risks associated with any expanding business. In light of the
potential significance of these changes and the absence of a long history of
combined operations, it is possible that the Company will encounter
difficulties, such as integration of operations, inefficiencies due to
duplicative functions, management and administrative differences and
overlapping, competing or incompatible areas of business and operations, that
cannot presently be ascertained. There can be no assurance that the Company will
fully achieve the anticipated benefits of its recent or future acquisitions.
DEPENDENCE UPON KEY PERSONNEL; RECENT CHANGE OF CHIEF EXECUTIVE OFFICER
Effective April 17, 1998, Robert G. Hatfield resigned from his position as
Chief Executive Officer of the Company. See "Material Changes." In a
subsequent action, the Company announced the appointment of William J. Shea as
Chief Executive Officer. The Company anticipates that Mr. Shea will initiate a
process of reexamining and reassessing the Company's operations, structure and
strategic direction, and repositioning the Company for
6
<PAGE>
future growth and expansion. There can be no assurance, however, that any such
changes in the operations, structure and strategic direction of the Company,
should they occur, will not have a material adverse affect on the Company's
business, financial condition and results of operations.
The Company depends to a considerable degree on the continued services of
certain of its executive officers, including Paul C. O'Brien, its chairman,
William J. Shea, its chief executive officer, and Franklin A. Reece III, its
president, as well as on a number of highly trained technical personnel. Any
further changes in current management, including but not limited to the loss of
Messrs. O'Brien, Shea or Reece could have a material adverse affect on the
Company. There can be no assurance that Mr. Shea's recent appointment will not
precipitate further changes in the Company's management. Any such further
changes in the Company's executive management, the loss of other key management
or technical personnel or the failure to attract and retain such personnel could
have a material adverse effect on the Company's business, financial condition
and results of operation.
LIMITED HISTORY OF PROFITABLE OPERATIONS; SIGNIFICANT FLUCTUATIONS IN OPERATING
RESULTS AND NON-RECURRING ITEMS; FUTURE RESULTS OF OPERATIONS UNCERTAIN
View Tech and UST have operated since 1992 and 1987, respectively. On a
combined basis, the Company reported net income for the three months ended March
31, 1998 and has operated as a combined entity since November 29, 1996. Although
the Company recently achieved profitability and reported net income, in the
future, the Company may continue to experience significant fluctuations in
operating results as a result of a number of factors, including, without
limitations, delays in product enhancements and new product introductions by its
suppliers, market acceptance of new products and services and reduction in
demand for existing products and services as a result of introductions of new
products and services by its competitors or by competitors of its suppliers. In
addition, the Company's operating results may vary significantly depending on
the mix of products and services comprising its revenues in any period. There
can be no assurance that the Company will achieve revenue growth or will be
profitable on a quarterly or annual basis in the future.
The Company strives to improve its return on assets and its operations and
as such, it will continuously review its internal operations and other policies
and procedures, including but not limited to those relating to revenue
generation, adequacy of reserves and reliability of assets. Any resulting
adjustments could have a material adverse affect on the Company's results of
operations.
DEPENDENCE ON SUPPLIERS, INCLUDING PICTURETEL, BELL ATLANTIC AND GTE
For the three months ended March 31, 1998, approximately 28% and 39% of
the Company's consolidated revenues were attributable to the sale of
equipment manufactured by PictureTel Corporation and to the sale of network
products and services provided by Bell Atlantic and GTE, respectively.
Termination of or change of the Company's business relationships with
PictureTel, Bell Atlantic or GTE, disruption in supply, failure of
PictureTel, Bell Atlantic or GTE to remain competitive in product quality,
function or price or a determination by PictureTel, Bell Atlantic or GTE to
reduce reliance on independent providers such as the Company, among other
things, would have a material adverse effect on the Company's business,
financial condition and results of operations. The Company is a party to
agreements with PictureTel on the one hand, and Bell Atlantic and GTE on the
other, that authorize the Company to serve as a non-exclusive dealer and
sales agent, respectively, in certain geographic territories. The
PictureTel, Bell Atlantic and GTE agreements can be terminated without cause
upon written notice by the suppliers, subject to certain notification
requirements. There can be no assurance that these agreements will not be
terminated, or that they will be renewed on terms acceptable to the Company.
These suppliers have no affiliation with the Company and are competitors of
the Company.
COMPETITION
The video communications industry is highly competitive. The Company
competes with distributors of video communications equipment, which include
PictureTel, VTEL Corporation and Lucent Technologies, and their networks of
dealers and distributors, telecommunications carriers and other large
corporations, as well as other independent distributors. Other
telecommunications carriers and other corporations that have entered the video
communications market include AT&T, MCI, some of the Regional Bell Operating
Companies ("RBOCs"), Minnesota Mining & Manufacturing Corporation, Intel
Corporation, Microsoft, Inc., Sony Corporation and
7
<PAGE>
British Telecom. Many of these organizations have substantially greater
financial and other resources than the Company, furnish many of the same
products and services provided by the Company and have established relationships
with major corporate customers that have policies of purchasing directly from
them. Management believes that as the demand for video communications systems
continues to increase, additional competitors, many of which will have greater
resources than the Company, will enter the video communications market.
A specific manufacturer's network of dealers and distributors typically
involves discreet territories that are defined geographically, in terms of
vertical market, or by application (e.g., project management or government
procurement). The current agreement with PictureTel authorizes the Company to
distribute PictureTel products in the following states: Alabama, Arizona,
Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia,
Louisiana, Maine, Massachusetts, Mississippi, Montana, New Hampshire, New
Jersey, New Mexico, New York, Oklahoma, Tennessee, Texas, Utah, Vermont and
Wyoming. Because the agreement is non-exclusive, however, the Company is subject
to competition within these territories by other PictureTel dealers, whose
customers elsewhere may have branch facilities in these territories, and by
PictureTel itself, which directly markets its products to certain large national
corporate accounts. The agreement expires on August 1, 2000 and can be
terminated without cause upon 60 days' written notice by PictureTel. There can
be no assurance that the agreement will not be terminated, or that it will be
renewed by PictureTel, which has no other affiliation with the Company and is a
competitor of the Company. While there are suppliers of video communications
equipment other than PictureTel, termination of the Company's relationship with
PictureTel could have a material adverse effect on the Company.
The Company believes that customer purchase decisions are influenced by
several factors, including cost of equipment and services, video communication
system features, connectivity and compatibility, a system's capacity for
expansion and upgrade, ease of use and services provided by a vendor. Management
believes its comprehensive knowledge of the operations of the industries it has
targeted, the quality of the equipment the Company sells, the quality and depth
of its services, its nationwide presence and ability to provide its customers
with all of the equipment and services necessary to ensure the successful
implementation and utilization of its video communications systems enable the
Company to compete successfully in the industry.
The telecommunications industry is also highly competitive. The Company
competes with many other companies in the telecommunications business which have
substantially greater financial and other resources than the Company, selling
both the same and similar services. The Company's competitors in the sale of
network services include RBOCs such as Bell South, Bell Atlantic, Southwestern
Bell and GTE, long distance carriers such as AT&T, MCI and SPRINT, other long
distance and communications companies such as Qwest Communications International
Inc. and IXC Communications Inc., by-pass companies and other agents. There can
be no assurance that the Company will be able to compete successfully against
such companies.
RAPIDLY CHANGING TECHNOLOGY AND OBSOLESCENCE
The market for communications products and services is characterized by
rapidly changing technology, evolving industry standards and the frequent
introduction of new products and services. The Company's future performance will
depend in significant part upon its ability to respond effectively to these
developments. New products and services are generally characterized by improved
quality and function and are frequently offered at lower prices than the
products and services they are intended to replace. The introduction of products
embodying new technologies and the emergence of new industry standards can
render the Company's existing products and services obsolete, unmarketable or
noncompetitive. The Company's ability to implement its growth strategies and
remain competitive will depend upon its ability successfully to (i) maintain and
develop relationships with manufacturers of new and enhanced products that
include new technology, (ii) achieve levels of quality, functionality and price
acceptability to the market, (iii) maintain a high level of expertise relating
to new products and the latest in communications systems technology, (iv)
continue to market quality telecommunications services on behalf of its RBOC and
other exchange service carriers and (v) continue to design, sell, manage and
support competitive telecommunications solutions for its customers. There can be
no assurance, however, that the Company will be able to implement its growth
strategies or remain competitive.
8
<PAGE>
YEAR 2000 DISCLOSURE
The Company is aware of the issues that many computer systems will face as
the millennium (year 2000) approaches. The Company, however, believes that its
own internal software and hardware is year 2000 compliant. The Company believes
that any year 2000 problems encountered by procurement agencies, hospitals and
other customers and vendors are not likely to have a material adverse effect on
the Company's operations. The Company anticipates no other year 2000 problems
which are reasonably likely to have a material adverse effect on the Company's
operations. There can be no assurance, however, that such problems will not
arise.
NO DIVIDENDS ON COMMON STOCK
View Tech has never paid dividends on the Common Stock and anticipates that
for the foreseeable future all earnings, if any, will be retained for ongoing
operations and general corporate purposes. Accordingly, View Tech does not
expect to pay dividends on the Common Stock in the foreseeable future.
LIMITATION OF LIABILITY; INDEMNIFICATION
Each of View Tech's Certificate of Incorporation and Bylaws contains
provisions that limit the liability of directors for monetary damages and
provides for indemnification of officers and directors under certain
circumstances. Such provisions may discourage stockholders from bringing a
lawsuit against directors for breaches of fiduciary duty and may also have the
effect of reducing the likelihood of derivative litigation against directors and
officers even though such action, if successful, might otherwise have benefited
View Tech and its stockholders. In addition, a stockholder's investment in View
Tech may be adversely affected to the extent that costs of settlement and damage
awards against View Tech's officers or directors are paid by View Tech pursuant
to such provisions.
EFFECTS OF CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of View Tech's Certificate of Incorporation and Bylaws
and of Delaware law may delay, defer or prevent a change in control of View Tech
and may adversely affect the voting and other rights of the holders of Common
Stock. In particular, the existence of the Company's classified Board of
Directors and the ability of the Company's Board of Directors to issue "blank
check" preferred stock without further stockholder approval may have the effect
of delaying, deferring or preventing a change in control of the Company.
THE COMPANY
GENERAL
View Tech, Inc., a Delaware corporation ("View Tech"), commenced operations
in July 1992 as a California corporation. Since its initial public offering of
common stock in June 1995, View Tech has grown rapidly through internal
expansion and through acquisitions. In July and August 1996, View Tech acquired
the net assets of VistaTel International, Inc., a Florida corporation
headquartered in Boca Raton, Florida and GroupNet, Inc., a Massachusetts
corporation located in Boston, Massachusetts, respectively, both of which were
engaged in the marketing and installation of video communication equipment. In
November 1996, View Tech merged with UST (together with View Tech, the
"Company") and the Company reincorporated in Delaware. In November 1997, the
Company, through its wholly-owned subsidiary, acquired the net assets of Vermont
Telecommunications Network Services, Inc., a Vermont corporation headquartered
in Burlington, Vermont, which sells, manages and supports telecommunication
network solutions as an agent for Bell Atlantic. The Company currently has 23
offices nationwide.
The Company, 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 VTEL Corporation, PolyCom, Inc., PictureTel, Ascend
Communications,
9
<PAGE>
VideoServer, Inc., and Northern Telecom and markets network services through
agency agreements with Bell Atlantic, BellSouth, GTE, Southwestern Bell, Sprint
and UUNET Technologies.
The Company is headquartered in Camarillo, California. Its executive
offices are located at 3760 Calle Tecate, Suite A, Camarillo, California 93012.
Its telephone number at that address is 805/482-8277. View Tech's e-mail
address is "[email protected]".
VIDEO COMMUNICATIONS
The Company's video communications group focuses on the sale, installation
and service of video communications systems. Utilizing advanced technology,
these systems enable users at separate locations to engage in face-to-face
discussions and to exchange information with the relative affordability and
convenience of using a telephone. In addition to the use of video conferences
as a corporate communications tool, use of video communications systems is
expanding into numerous productivity enhancing applications, including (i)
teachers providing lectures to students at multiple locations, (ii) judges
conducting criminal arraignment proceedings while the accused remains
incarcerated, (iii) utilizing video technology for the consultation and surgical
applications for the health care industry, (iv) coordination of emergency
services by public utilities, (v) businesses conducting multi-location staff
training programs, and (vi) engineers at separate design facilities coordinating
the joint development of products.
TELECOMMUNICATIONS
The Company's telecommunications group develops and manages sales and
customer service programs on an outsourced basis under agency and value-added
reseller agreements for (i) certain regional Bell operating companies ("RBOCs"),
(ii) other telecommunications service providers, and (iii) equipment
manufacturers. In New England and New York, the Company also provides
telecommunications systems integration and on-going account management support
for middle market customers. On behalf of its RBOC clients, UST sells high speed
data services, Internet access, Centrex network services, local and long
distance services, voice mail and other "enhanced" services, discount calling
plans and toll-free services such as remote-call-forwarding. As a value-added
equipment reseller, the telecommunications group sells, installs and maintains
data transmission products, customer premise equipment and telephone systems.
The Company markets a variety of telephone and other voice equipment
products designed specifically for small to medium-sized business customers.
Such equipment is sometimes sold in conjunction with the provision of local and
long-distance network services. This combination of voice equipment and voice
network services is an important ingredient in establishing the Company as a
single-point-of-contact provider.
The Company sells to business customers products specifically designed to
transmit data through the established local and long-distance telephone services
infrastructure. Products from companies such as Adtran, Madge Networks and
Ascend Communications, Inc. allow business customers to facilitate remote access
into local area networks, acquire bandwidth on demand and digitally transmit
data.
The Company also sells a wide range of telecommunications services,
including high speed data connection, Internet access, local and long distance
services, voice mail and other "enhanced" services, discount calling plans and
toll-free services. In addition, the Company provides Account Management for
Bell Atlantic customers under which it serves as the primary interface between
Bell Atlantic and certain of its business customers. Under this program, sales
personnel provide a single-point-of-contact and coordination for all of the
customer's telecommunications network services needs.
The Company's relationships with multiple local exchange carriers and long
distance providers give it demographic scope and enable it to provision multiple
site solutions for customers in a unique single-point of contact methodology.
This competitive edge differentiates the Company from all other suppliers of
similar size.
10
<PAGE>
USE OF PROCEEDS
Assuming exercise of all of the Warrants and Options, the net proceeds from
this Offering to be received by the Company from the issuance of 1,650,053
shares of Common Stock covered by this Prospectus and issuable upon exercise of
the Warrants and the Options is estimated to be $10,267,049. The average of the
high and low sales price of the Common Stock on NASDAQ was $ 2.94 on June 2,
1998. All of the Warrants and Options are exercisable for prices equal to or
greater than $5.00. There is no assurance that the price of the Common Stock
will increase above the exercise price of the Warrants and the Options.
Accordingly, the Warrants and/or the Options may not be exercised and the
Company may not receive any proceeds from this Offering. The Company will not
receive any proceeds from the sale of shares of Common Stock offered by the
Selling Stockholders.
The Company currently anticipates that it will use the net proceeds of this
Offering, if any, to fund working capital requirements. The cost, timing and
amount of funds required for such purposes by the Company cannot be precisely
determined at this time and will be based on, among other things, competitive
developments, the rate of the Company's progress in product development, and the
availability of alternative methods of financing. In addition, the Board of
Directors has broad discretion in determining how the net proceeds of this
Offering received by the Company will be applied.
11
<PAGE>
SHARES OF THE SELLING STOCKHOLDERS BEING REGISTERED
The following table sets forth certain information with respect to the
ownership of View Tech's Common Stock as of May 28, 1998 by each of the Selling
Stockholders. Except as indicated, each of the Selling Stockholder has sole
voting and investment power with respect to all shares of Common Stock (the
"Shares") shown as owned by each Selling Stockholder, subject to community
property laws where applicable, and unless otherwise indicated, none of the
Selling Stockholders has had a material relationship with the Company within the
past three years other than as a result of the ownership of Common Stock,
Warrants, Options or other securities of the Company. Because the Selling
Stockholders may offer all or some of the Shares which they hold pursuant to
this Offering, and because there are no agreements, arrangements or
understandings with respect to the sale of any of the Shares, no estimate can be
given as to the number of Shares that will be held by the Selling Stockholders
after completion of this Offering. The Shares offered by this Prospectus may be
offered from time to time by the Selling Stockholders named below.
<TABLE>
<CAPTION>
NUMBER OF SHARES
SHARES SHARES OWNED AFTER
-------------
OWNED PRIOR TO OFFERING BEING OFFERING(2)
NAME OF SELLING STOCKHOLDER -------------------------- -------------
---------------------------- NUMBER PERCENT(1) OFFERED NUMBER PERCENT(3)
-------- ---------- -------- ------- ----------
<S> <C> <C> <C> <C> <C>
Telcom Holding, LLC ............................ 1,008,000(4) 14.21% 975,000(4) 33,000 *
Paul C. O'Brien................................. 156,250(5) 2.28% 81,250(5) 75,000 *
Rolf N. Hufnagel................................ 137,000(6)(7) 1.99% 130,000(6)(7) 7,000 *
Windermere Holdings, Inc........................ 130,000(7) 1.88% 130,000(7) 0 *
Kenny Securities Corporation.................... 125,000(8)(9) 1.81% 125,000(8)(9) 0 *
Mark P. Kiley................................... 81,250(10) 1.19% 81,250(10) 0 *
Nicholson/Kenny Capital Management, Inc......... 77,400(8)(11) 1.14% 77,400(8)(11) 0 *
Robert T. Kirk.................................. 76,500(12) 1.12% 76,500(12) 0 *
Vermont Telecommunications Network Services, Inc. 62,112(13) * 62,112(13) 0 *
Imperial Bank of Inglewood...................... 60,000(14) * 60,000(14) 0 *
Andrew W. Jamison............................... 40,000(15) * 40,000(15) 0 *
BankBoston Corp................................. 20,000(14) * 20,000(14) 0 *
Mark McLain..................................... 17,619 * 17,619 0 *
Richard Downs................................... 17,619 * 17,619 0 *
William Schofield............................... 17,619 * 17,619 0 *
Glenn Desort.................................... 17,125(12) * 17,125(12) 0 *
John Calabria................................... 17,125(12) * 17,125(12) 0 *
Wendy Tand Gusrae............................... 13,600(12) * 13,600(12) 0 *
Concord Partners, Ltd........................... 13,502 * 13,502 0 *
Michael Morrisett............................... 8,600(12) * 8,500(12) 100 *
Paul D. Medrano................................. 7,500(12) * 7,500(12) 0 *
Maria P. Kossmeyer Rev Trust U/A/D 1/13/94
Maria P. Kossmeyer TTEE.................... 7,480(8) * 7,480(8) 0 *
Leasehold Analysis Consulting Group, Inc.
P/S Plan U/A/D 9/30/95, FBO Maria P.
Kossmeyer.................................. 6,461(8) * 6,461(8) 0 *
Gregory K. Allsberry............................ 5,000(8) * 5,000(8) 0 *
Mark Kruger..................................... 5,000(8) * 5,000(8) 0 *
Brian M. Herman................................. 4,500(12) * 4,500(12) 0 *
Michael Ferraro................................. 3,750(12) * 3,750(12) 0 *
David A. Carter................................. 3,400(12) * 3,400(12) 0 *
Kenton Grimm.................................... 3,000(12) * 3,000(12) 0 *
Daniel O'Halloran............................... 3,000(12) * 3,000(12) 0 *
Phillip J. Aiello, Jr........................... 2,250(12) * 2,250(12) 0 *
Richard Gianella Rev Trust U/A/D 1/13/94
Richard Gianella TTEE........................... 2,040(8) * 2,040(8) 0 *
Paul J. Wirtz................................... 2,000(8) * 2,000(8) 0 *
Daren Dickson................................... 1,500(12) * 1,500(12) 0 *
David K. Evansen................................ 1,500(12) * 1,500(12) 0 *
Michael E. Petrusha............................. 1,050(12) * 1,050(12) 0 *
John A. Orlando................................. 1,050(12) * 1,050(12) 0 *
Peter D. Andolpho, Jr........................... 1,050(12) * 1,050(12) 0 *
12
<PAGE>
Scott Phillip Flynn............................. 1,050(12) * 1,050(12) 0 *
Phil James Flynn................................ 1,050(12) * 1,050(12) 0 *
Steven M. Lange Rev Trust U/A/D 10/24/95
Steven M. Lange or His Successor TTEE..... 1,000(8) * 1,000(8) 0 *
FBO Clayton Kossmeyer IRA....................... 408(8) * 408(8) 0 *
FBO Chase Kossmeyer IRA......................... 408(8) * 408(8) 0 *
FBO Meryl Kossmeyer IRA......................... 408(8) * 408(8) 0 *
</TABLE>
- ------------------------
* Less than one percent.
(1) Based on 6,770,060 shares outstanding as of May 28, 1998, but excluding all
options and warrants other than options and warrants held by the option
holder, the underlying shares of which are being registered hereby.
(2) Assumes all Shares held by the Selling Stockholders registered hereby are
offered and sold and that all of the convertible securities have been
exercised and the underlying shares registered hereby are offered and sold.
(3) Based on 8,420,113 shares outstanding, including 2,576,129 new shares being
offered hereunder.
(4) Acquired in the first quarter of 1997 in a private placement (the "Telcom
Private Placement") with Telcom Holding, LLC, a Massachusetts limited
liability company ( "Telcom") formed by The O'Brien Group, Inc., a
Massachusetts corporation (the "O'Brien Group"). Includes (i) 650,000
shares of Common Stock and (ii) Private Warrants exercisable at $6.50 per
share of the Company to purchase up to 325,000 shares of Common Stock, at a
price of $4.40 per unit ("Unit"), all of which were purchased by Telcom.
Does not include 81,250 additional shares underlying Private Warrants
issued in connection with the Telcom Private Placement to each of Paul C.
O'Brien and Mark P. Kiley, managing members of Telcom.
(5) Mr. O'Brien is a director and the Chairman of the Company. Mr. O'Brien's
ownership includes 12,000 shares issuable upon exercise of certain options,
which shares are not being offered hereby and 81,250 shares issuable upon
exercise of Private Warrants exercisable at $6.50 which are being offered
hereby.
(6) Includes 130,000 shares of Common Stock underlying Options granted to Mr.
Hufnagel exercisable at prices ranging from $7.25 to $7.38 per share. Mr.
Hufnagel was a director of the Company from September 1994 until May 1996.
(7) Consists of shares of Common Stock underlying options granted to Windermere
Holdings, Inc. ("WHI"), exerciseable at prices ranging from $7.00 to $7.38
per share. Mr. Hufnagel, a former director of the Company, was a principal
officer of WHI.
(8) Acquired in a private placement (the "Private Placement") on October 31,
1996, in which 300,281 shares of Common Stock were issued to 76 investors,
including the Selling Stockholder. The securities were issued in reliance
on the exemption provided in Section 4(2) of the Securities Act, and Rule
506 of Regulation D promulgated thereunder, because no public offering was
involved and the securities were issued to no more than 35 non-accredited
investors. Kenny Securities Corporation ("Kenny Securities"), a registered
broker-dealer, assisted in the Private Placement and in connection
therewith received a commission equal to 8% of the gross proceeds
($120,000) and 15,000 Common Stock purchase warrants, each exercisable
until 2001 for one share of Common Stock at an exercise price of $7.00 per
Common Stock purchase warrant. Each purchaser in the Private Placement
acquired less than 1% of the Company's total shares of Common Stock
outstanding. Does not include any shares of Common Stock which may be
issued to Kenny Securities pursuant to certain Private Warrants.
(9) Consists of 125,000 shares of Common Stock underlying Private Warrants
exercisable at prices ranging from $7.00 to $7.15 per share.
(10) Consists of shares of Common Stock underlying Private Warrants exerciseable
at $6.50. Mr. Kiley is a managing member of Telcom.
(11) Nicholson/Kenny Capital Management. Inc. ("N/K") is a registered investment
adviser which purchased the Shares offered hereby on behalf of certain
private accounts. N/K is an affiliate of Kenny Securities. Does not include
any shares of Common Stock which may be issued to Kenny Securities pursuant
to certain of the Private Warrants.
(12) Barron Chase Securities Corp. ("Barron Chase") is a registered
broker-dealer and acted as the managing underwriter in the Company's
initial public offering in June 1995. The shares of Common Stock being
registered in this Offering underlie the underwriter's warrants received by
the Selling Stockholder. The underwriter's warrants are exerciseable at
prices ranging from $6.75 to $6.92 per share and expire in June 1998 and
June 2001.
(13) Issued in connection with the November 13, 1997 acquisition by the Company
of the net assets of Vermont Telecommunications Network Services, Inc.
(14) Issued in connection with credit facilities effective November 21, 1997
with each of Imperial Bank of Inglewood and BankBoston Corp. Consists of
shares of Common Stock underlying Private Warrants exerciseable until
November 21, 2004 at a purchase price of $7.08 per share.
(15) Issued in connection with the September 1996 acquisition by the Company of
the assets of Groupnet, Inc. ("Groupnet"). Mr. Jamison, the sole
shareholder of Groupnet, was an employee of the Company from September 1996
until August 1997.
This Registration Statement shall also cover any additional shares of
Common Stock which become issuable in connection with the Shares registered for
sale hereby by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of the Company's outstanding shares of
Common Stock.
13
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Stockholders from time
to time in transactions in the over-the-counter market, in negotiated
transactions or in a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares offered hereby will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions, such Shares may not be offered or sold unless registered or
qualified for sale in such jurisdictions or an exemption from any registration
or qualification requirement is available and the requirements thereof have been
satisfied.
The Company will receive no proceeds from the sale by the Selling
Stockholders of the Common Stock offered hereby. All of the expenses incurred in
connection with the registration of the Common Stock offered hereby will be paid
by the Company, except for commissions of dealers or brokers and any transfer
fees incurred in connection with the sales of the securities by the Selling
Stockholders, which commissions and fees will be paid by the Selling
Stockholders.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Regulation M, which provisions may
limit the timing of purchases and sales of Common Stock by the Selling
Stockholders.
There can be no assurance that the Selling Stockholders will sell all or
any of the Shares offered by them hereby.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Troop Meisinger Steuber & Pasich, LLP, Los Angeles, California.
EXPERTS
The audited financial statements of the Company incorporated by
reference in this Prospectus and elsewhere in the Registration Statement, to
the extent and for the periods indicated, have been audited by Arthur
Andersen LLP, independent public accountants, as stated in their reports
dated December 20, 1996 and February 17, 1998, which are incorporated herein
by reference, and have been incorporated by reference in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing, by Carpenter Kuhen & Sprayberry, independent public accountants, as
stated in their report dated March 13, 1997, which is incorporated herein by
reference, and has been so incorporated by reference in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing, and by McSoley, McCoy & Co., independent public accountants, as
stated in their reports dated January 21, 1998 and October 10, 1997, which
are incorporated herein by reference, and have been so incorporated by
reference in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
14
<PAGE>
MATERIAL CHANGES
Robert G. Hatfield resigned as Chief Executive Officer and a director of
the company effective April 17, 1998. Mr. Hatfield and the Company have
entered into a severance agreement, pursuant to which Mr. Hatfield will
receive two years compensation over the next eighteen months. The first
year's compensation will be paid during the first six months of the
agreement. Mr. Hatfield will forfeit his severance benefits in the event he
competes with the Company or makes any disparaging remarks about the Company.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses, other than underwriting
discounts and commissions, payable by the Company in connection with the
registration, issuance and distribution of the securities being registered
hereby. All the amounts shown are estimates, except for the registration fee.
<TABLE>
<CAPTION>
<S> <C>
Registration fee(1) $ 2,557
NASDAQ National Market listing fee $ 0
Legal fees and expenses $ 20,000
Accounting fees and expenses $ 1,000
Printing and engraving expenses $ 2,000
Miscellaneous expenses $ 15,000
--------
TOTAL $ 40,557
</TABLE>
- -----------------------------
(1) The Registration fee was previously paid in connection with Registration
Statement No. 333-19597, except for $1,110 being paid herewith in connection
with the registration of previously unregistered securities of the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits indemnification
of the Company's officers and directors under certain conditions and subject to
certain limitations. Section 145 of the Delaware General Corporation Law also
provides that a corporation, like View Tech, has the power to purchase and
maintain insurance on behalf of its officers and directors against any liability
asserted against such person and incurred by him or her in such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of Section 145 of the Delaware General Corporation Law.
Article VII, Section (6) of the Company's Bylaws provide that View Tech
shall indemnify its directors and executive officers to the fullest extent
authorized under Delaware Law. The rights to indemnity thereunder continue as
to a person who has ceased to be a director, officer, employee or agent and
inure to the benefit of the heirs, executors and administrators of such person.
In addition, expenses incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding by reason
of the fact that he or she is or was a director or officer of View Tech (or was
serving at View Tech's request as a director or officer of another corporation)
shall be paid by View Tech in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Company as authorized by
the relevant section of the Delaware General Corporation Law.
15
<PAGE>
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
Article X of the Company's Certificate of Incorporation provides that a director
of the Company shall not be personally liable for monetary damages for breach of
his or her fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or acts or omissions that involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which the
director derived any improper personal benefit.
There is directors and officers liability insurance now in effect which
insures View Tech's directors and officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(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 offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated
by reference in the 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
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, 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 Securities Act of 1933, as amended, 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 a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933, as amended, and will
be governed by the final adjudication of such issue.
16
<PAGE>
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-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF CAMARILLO, COUNTY OF VENTURA, STATE OF
CALIFORNIA, ON June 18, 1998.
VIEW TECH, INC.
Dated: June 18, 1998 By: /s/ David A. Kaplan
------------------------------------
DAVID A. KAPLAN
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------- ----- ------
<S> <C> <C>
* Chief Executive Officer June 18, 1998
- -------------------------- (Principal Executive Officer)
WILLIAM J. SHEA
/s/ David A. Kaplan Chief Financial Officer June 18, 1998
- -------------------------- (Principal Financial and Accounting Officer)
DAVID A. KAPLAN
* Chairman of the Board of Directors June 18, 1998
- --------------------------
PAUL C. O'BRIEN
* President and Director June 18, 1998
- --------------------------
FRANKLIN A. REECE, III
17
<PAGE>
* Director June 18, 1998
- -------------------------- Vice President/General Manager
CALVIN M. CARRERA
* Director June 18, 1998
- --------------------------
DAVID F. MILLET
* Director June 18, 1998
- --------------------------
ROBERT F. LEDUC
</TABLE>
- -------------------------------
* /s/ David A. Kaplan
--------------------------
DAVID A. KAPLAN
Attorney-in-Fact
18
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Page
Number ------- -----
- -------
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP 20
with respect to the Common Stock being registered.
23.1 Consent of Troop Meisinger Steuber & Pasich, LLP
(included in Exhibit 5.1).
23.2(a) Consent of independent public accountants Arthur Andersen, LLP. 21
23.2(b) Consent of independent public accountants Carpenter Kuhen & 22
Sprayberry.
23.2(c) Consent of independent public accountants McSoley, McCoy & Co. 23
24.1 Power of Attorney.*
99.1 Memorandum of Understanding by and between the
Company and former Chief Executive Officer, Robert
G. Hatfield, effective April 17, 1998. Incorporated
herein by reference to the Company's Form 10-Q for
quarterly period ended March 31, 1998.
- -------------------------
* Previously filed.
19
<PAGE>
[LETTERHEAD]
June 17, 1998
EXHIBIT 5.1
View Tech, Inc.
3760 Calle Tecate, Suite A
Camarillo, CA 93012
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") to which this letter is attached as Exhibit
5.1 filed by View Tech, Inc., a California corporation (the "Company"), in
order to register under the Securities Act of 1933, as amended (the "Act"),
2,576,129 shares of Common Stock of the Company (the "Shares"), 1,650,053 of
which are issuable upon exercise of certain warrants and options, as
specified in the Registration Statement.
We are of the opinion that the Shares have been duly authorized and upon
issuance and sale in conformity with and pursuant to the Registration
Statement, and receipt of the purchase price therefor as specified in the
Registration Statement, the Shares will be validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Respectfully submitted,
/s/ Troop Meisinger Steuber & Pasich, LLP
TROOP MEISINGER STEUBER & PASICH, LLP
<PAGE>
[LOGO]
EXHIBIT 23.2(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of View Tech, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated December 20,
1996 and February 17, 1998 included in View Tech, Inc.'s Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
---------------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
June 18, 1998
<PAGE>
EXHIBIT 23.2(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 31, 1997, which appears on
page 21 of the annual report on From 10-K of View Tech, Inc. and subsidiary
for the year ended December 31, 1997, and to the reference to our Firm under
the caption "Experts" in this Prospectus.
/s/ CARPENTER, KUHEN & SPRAYBERRY
- ---------------------------------
CARPENTER, KUHEN & SPRAYBERRY
Oxnard, California
June 18, 1998
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of View Tech, Inc:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated October 10,
1997 and January 21, 1998, included in View Tech, Inc.'s Form 8-K/A-1 filed
on February 3, 1998 and to all references to our Firm included in this
registration statement.
/s/ MCSOLEY MCCOY & CO.
---------------------------
McSOLEY McCOY & Co.
South Burlington, Vermont
June 18, 1998
