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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A-3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIEW TECH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0312442
(State of incorporation or organization) (IRS Employer
Identification No.)
3760 CALLE TECATE, SUITE A
CAMARILLO, CALIFORNIA 91367
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act 12(g) of the Exchange Act and
and is effective upon filing is effective upon filing
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the A.(d), please check the
following box./ / following box. /X/
Securities Act registration statement file number to which this form relates:
________________________ (if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, par value $.0001 NASDAQ National Market
Redeemable Warrant to Purchase Common Stock NASDAQ National Market
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Incorporated by reference to the information contained in the caption
"Description of Capital Stock" in the registrant's Registration Statement
(Registration No. 333-19597) on Form SB-2, as amended, filed with the
Commission on January 29, 1997.
Item 2. EXHIBITS.
1. Certificate of Incorporation of Registrant, as amended by Agreement
and Plan of Merger, dated November 27, 1996. Incorporated herein by
reference to Exhibit 3.1 of the Company's Registration Statement
(Registration No. 333-19597) on Form SB-2 filed January 29, 1997.
2. Bylaws of the Company. Incorporated herein by reference to Exhibit
3.2 of the Company's Registration Statement (Registration
No. 333-19597) on Form SB-2 filed January 29, 1997.
3. Specimen Stock Certificate of Common Stock of the Company.
4. Warrant Certificate of Registrant. Incorporated herein by
reference to Exhibit 4.1 of Amendment No. 2 to the Company's
Registration Statement (Registration No. 33-91232) on Form SB-2
filed June 13, 1995.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
VIEW TECH, INC.
(REGISTRANT)
Dated: May 5, 1998 /s/ DAVID KAPLAN
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By: David Kaplan
Its: Chief Financial Officer
3
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EXHIBIT INDEX
Exhibit Page Number
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1. Certificate of Incorporation of Registrant, as
amended by Agreement and Plan of Merger, dated
November 27, 1996. Incorporated herein by
reference to Exhibit 3.1 of the Company's
Registration Statement (Registration No. 333-19597)
on Form SB-2 filed January 29, 1997.
2. Bylaws of the Company. Incorporated herein by
reference to Exhibit 3.2 of the Company's
Registration Statement (Registration No. 333-19597)
on Form SB-2 filed January 29, 1997.
3. Specimen Stock Certificate of Common Stock of
the Company.
4. Warrant Certificate of Registrant. Incorporated herein by
reference to Exhibit 4.1 of Amendment No. 2 to the Company's
Registration Statement (Registration No. 33-91232) on Form SB-2
filed June 13, 1995.
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1996
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER SHARES
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VIEW TECH DELAWARE, INC.
AUTHORIZED CAPITAL STOCK: 25,000,000 SHARES - PAR VALUE $.0001 PER SHARE
20,000,000 SHARES COMMON STOCK 5,000,000 SHARES PREFERRED STOCK
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C O M M O N
THIS CERTIFIES THAT _______________________________________________ IS THE
RECORD HOLDER OF ______________________________________ SHARES OF COMMON STOCK
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN
PERSON OR BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
THE CORPORATION WILL FURNISH AT ITS PRINCIPAL OFFICE, WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS, A STATEMENT OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO
BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL HEREUNTO
AFFIXED
THIS ___________________ DAY OF __________________ A.D. 19__
______________________________ _____________________________
SECRETARY PRESIDENT
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INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER SHARES
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VIEW TECH DELAWARE, INC.
AUTHORIZED CAPITAL STOCK: 25,000,000 SHARES - PAR VALUE $.0001 PER SHARE
20,000,000 SHARES COMMON STOCK 5,000,000 SHARES PREFERRED STOCK
PREFERRED STOCK
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THIS CERTIFIES THAT _________________________________________________ IS THE
HOLDER OF _______________________________SHARES OF THE CAPITAL STOCK
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN
PERSON OR BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO
BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO BE
HEREUNTO AFFIXED
THIS ___________________ DAY OF __________________ A.D. 19__
______________________________ _____________________________
SECRETARY PRESIDENT
