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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIEW TECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0312442
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3760 CALLE TECATE, SUITE A
CAMARILLO, CALIFORNIA 93012
(Address of Principal Executive Offices) (Zip Code)
1997 EMPLOYEE STOCK PURCHASE PLAN
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
DAVID A. KAPLAN
CHIEF FINANCIAL OFFICER
VIEW TECH, INC.
3760 CALLE TECATE, SUITE A, CAMARILLO, CALIFORNIA 93012
(Name and Address of Agent for Service)
(805) 482-8277
(Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
V. JOSEPH STUBBS, ESQ.
AMIR OHEBSION, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
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<S> <C> <C> <C> <C>
1997 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$0.0001 par value 400,000 shares $ 2.69(1) $ 1,076,000 $318
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
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Common Stock,
$0.0001 par value 100,000 shares $ 2.69(1) $ 269,000 (1) $ 80
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, and
based upon the average of the high and low prices of the Common Stock on the
Nasdaq National Market on August 17, 1998.
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PART I*
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
* Information required by 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, and the Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by View Tech, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on March 31, 1998.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1998 and June 30, 1998, filed with the
Commission on May 15, 1998 and August 14, 1998, respectively.
(c) The Registrant's Current Report on Form 8-K filed with the Commission
on February 5, 1998.
(d) The Registrant's Current Report on Form 8-K/A-1 filed with the
Commission on February 3, 1998.
(e) The Registrant's Registration Statement No. 00-25940 on Form 8-A filed
with the Commission on April 3, 1996, in which there is described the
terms, rights and provisions applicable to the Company's Common Stock.
(f) The Registrant's Registration Statement on Form S-8 filed with the
Commission on June 30, 1997.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws (the "Bylaws") provide that the Registrant
shall, to the fullest extent authorized by Delaware law, indemnify any
director who is made, or is threatened to be made, a party to an action or
proceeding, whether civil or criminal, administrative or investigative, by
reason of being a director of the Registrant or a predecessor corporation of
the Registrant, or is or was serving at the request of the Registrant as a
director or officer of another corporation; provided, however, that the
Registrant
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shall indemnify any such agent in connection with a proceeding initiated by
such agent only if such proceeding was authorized by the Registrant's Board
of Directors (the "Board"). The Bylaws further provide that such
indemnification provisions shall: (i) not be deemed to be exclusive of any
other rights to which those indemnified may be entitled under any bylaw,
agreement or vote of stockholder or disinterested directors or otherwise,
both as to action in their official capacities and as to action in another
capacity while holding such office, (ii) continue as to a person who has
ceased to be a director, and (iii) inure to the benefit of the heirs,
executors and administrators of such a person. The Bylaws provide that the
Registrant's obligation to provide indemnification shall be offset to the
extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the Registrant or any other
person. The Bylaws further provide that the Board in its discretion shall
have the power to indemnify any person, other than a director, made a party
to any action, suit or proceeding by reason of the fact that he, his testator
or intestate, is or was an officer or employee of the corporation.
In addition, the Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be personally liable
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith
or involving intentional misconduct, (iii) for knowing violations of law,
(iv) for actions leading to improper personal benefit to the director, and
(v) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of Delaware General Corporation Law.
The Registrant maintains a directors' and officers' liability insurance
policy that, subject to certain limitations, terms and conditions, will
insure the directors and officers of the Registrant against losses arising
from wrongful acts (as defined by the policy) in his or her capacity as a
director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits to the Registration Statement are listed on the Exhibit Index
elsewhere herein.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes as follows:
(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
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of the
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
the registration statement, and (iii) 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, 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 this offering; and
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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
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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
or 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 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.
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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 20th day of August 1998.
VIEW TECH, INC.
(Registrant)
By: /s/ DAVID A. KAPLAN
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David A. Kaplan
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
David A. Kaplan, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file a new
registration statement under Rule 461 of the Securities Act of 1933, as
amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the foregoing, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to
be done by virtue hereof.
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 date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ WILLIAM J. SHEA Chief Executive Officer August 20, 1998
----------------------- (Principal Executive
William J. Shea Officer)
/s/ DAVID A. KAPLAN Chief Financial Officer August 20, 1998
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David A. Kaplan
/s/ PAUL C. O'BRIEN Chairman of the Board August 20, 1998
----------------------
Paul C. O'Brien
/s/ FRANKLIN A. REECE, III President and Director August 20, 1998
--------------------------
Franklin A. Reece, III
Director
/s/ CALVIN M. CARRERA Vice President/General August 20, 1998
----------------------- Manager
Calvin M. Carrera
/s/ DAVID MILLET Director August 20, 1998
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David Millet
</TABLE>
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT DESCRIPTION SEQUENTIALLY
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4.1 1997 Employee Stock Purchase Plan.*
4.2 Form of Stock Purchase Agreement under the
Employee Stock Purchase Plan.*
4.3 Enrollment/Change Form under the Employee Stock
Purchase Plan.*
4.4 1997 Non-Employee Directors Stock Option Plan.*
4.5 Form of Notice of Grant of Non-Employee Director
Automatic Stock Option: Initial Grant.*
4.6 Form of Notice of Grant of Non-Employee Director
Automatic Stock Option: Annual Grant.*
4.7 Form of Automatic Stock Option Agreement.*
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey,
LLP.
23.1 Consent of Troop Steuber Pasich Reddick & Tobey,
LLP (included in its opinion as Exhibit 5.1).
23.2 Consent of independent public accountants Arthur
Andersen, LLP.
23.3 Consent of independent public accountants
Carpenter Kuhen & Sprayberry.
23.4 Consent of independent public accountants McSoley,
McCoy & Co.
24.1 Power of Attorney (included on signature page).
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* Previously filed as an Exhibit to Registrant's Registration Statement on
Form S-8 filed June 30, 1997.
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EXHIBIT 5.1
Troop Steuber Pasich Reddick & Tobey, LLP
lawyers
August 20, 1998
View Tech, Inc.
3760 Calle Tecate, Suite A
Camarillo, California 93012
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to which this letter is attached as Exhibit
5.1 filed by View Tech, Inc., a Delaware corporation (the "Company"), in
order to register under the Securities Act of 1933, as amended (the "Act"),
400,000 shares of Common Stock (the "Purchase Plan Shares"), of the Company
issuable pursuant to the Company's 1997 Employee Stock Purchase Plan (the
"Purchase Plan") and 100,000 shares of Common Stock (the "Option Plan Shares"
and together with the Purchase Plan Shares, the "Shares") pursuant to the
Company's 1997 Non-Employee Directors Stock Option Plan (the "Option Plan").
We are of the opinion that the Shares have been duly authorized and upon
issuance and sale in conformity with and pursuant to the Purchase Plan and
the Option Plan, as the case may be, 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 STEUBER PASICH REDDICK & TOBEY, LLP
Troop Steuber Pasich Reddick & Tobey, LLP
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Exhibit 23.2
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
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ARTHUR ANDERSEN LLP
Los Angeles, California
August 21, 1998
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EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement 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 in this
Registration Statement.
/s/ CARPENTER, KUHEN & SPRAYBERRY
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CARPENTER, KUHEN & SPRAYBERRY
Oxnard, California
August 20, 1998
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EXHIBIT 23.4
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.
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McSOLEY McCOY & Co.
South Burlington, Vermont
August 19, 1998
