<PAGE>
Registration No. 333-_______
As filed with the Securities and Exchange Commission on February 7, 2000
- --------------------------------------------------------------------------------
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 registrant as specified in its charter)
Delaware 77-0312442
- ---------------- ----------------------
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
3760 Calle Tecate
Suite A
Camarillo, California 93012
(805) 482-8277
(Address, including zip code, and telephone number, including area
code, or registrant's principal executive offices)
--------------------------------------------------
AMENDED 1997 STOCK INCENTIVE PLAN
---------------------------------
(Full title of plan)
S. Douglas Hopkins
Chief Executive Officer
View Tech, Inc.
3760 Calle Tecate
Suite A
Camarillo, California 93012
(805) 482-8277
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------
Copies to:
Matthias & Berg LLP
1990 South Bundy Drive
Suite 790
Los Angeles, California 90025
Attn: Jeffrey P. Berg, Esq.
Phone (310) 820-0083
Fax (310) 820-8313
<PAGE>
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================== =================== ============================ =============== ================
Proposed
Maximum
Aggregate Amount of
Title of Each Class of Amount to be Proposed Maximum Offering Registration
Securities to be Registered Registered(1) Offering Price per Share(1) Price(1) Fee(2)
- ---------------------------------- ------------------- ---------------------------- --------------- ----------------
1997 Stock Incentive Plan -
<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share 634,900 $3.85 $2,444,365 $645.32
================================== =================== ============================ =============== ================
</TABLE>
- ----------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to General Instruction E, the registration fee paid in
connection herewith is based on the market price of the Company's
Common Stock, as of February 4, 2000, with respect to the 634,900
shares to be registered in connection with the Company's Amended 1997
Stock Incentive Plan.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: Plan Information.
-----------------
The information required by Part I is included in documents to be sent
or given to the participants.
ITEM 2: Registration Information and Employee Plan Annual Information.
--------------------------------------------------------------
Upon written or oral request, View Tech, Inc., a Delaware corporation
(the "Registrant") will provide, without charge, a copy of all documents
incorporated by reference in Item 3 of Part II of this Registration Statement,
which are incorporated by reference in the Section 10(a) Prospectus, and all
other documents required to be delivered to employees pursuant to Rule 428(b)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
All requests should be made to View Tech, Inc., S. Douglas Hopkins, Chief
Executive Officer, 3760 Calle Tecate, Suite A, Camarillo, California 93012, tel
no. (805) 482-8277.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
----------------------------------------
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-K for the Year Ended December 31,
1998.
(b) Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1999.
(c) Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1999.
(d) Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1999.
(e) Registration Statement on Form S-8 (No. 333-30389), filed as
of June 30, 1997, with the Commission.
(f) Proxy Statement on Schedule 14A for the Annual Meeting of
Stockholders on May 25, 1999, filed as of April 28, 1999, with
the Commission.
(g) The description of the Common Stock which is contained in the
registration statements filed under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable
2
<PAGE>
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 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 stockholders or disinterested
directors or otherwise, both as to actions in their official capacities and as
to actions 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.
The Bylaws also provide that expenses incurred by a director of the
Registrant in defending a civil or criminal action, suit or proceeding by reason
of the fact that he is or was a director of the Registrant (or was serving at
the Registrant's request as a director or officer of another corporation) shall
be paid by the Registrant in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Registrant, as authorized by relevant
sections of the Delaware General Corporation Law. Notwithstanding the foregoing,
the Registrant shall not be required to advance such expenses to an agent who is
a party to an action, suit or proceeding brought by the Registrant and approved
by a majority of the Board which alleges willful misappropriation of corporate
assets by such agent, disclosure of confidential information in violation of
such agent's fiduciary or contractual obligations to the Registrant or any other
willful and deliberate breach of bad faith of such agent's duty to the
Registrant or its stockholders.
In addition, the Registrant's Certificate of Incorporation provides
that a director of the Registrant 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 any
transaction from which the director derived any 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 the Delaware General
Corporation Law. Further, if the Delaware General Corporation Law is amended,
after approval by the Company's stockholders of this provision in the
Certificate of Incorporation, to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Registrant shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
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.
Delaware law empowers a corporation to indemnify any person who was or
is a party or who is threatened to be made a party to any threatened, pending,
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except in the case of an action by or in the right of the
corporation, by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise. Depending on the character of the proceeding, a corporation
may indemnify against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any criminal action or
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
3
<PAGE>
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, he or she must be indemnified by the corporation against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense. Any indemnification under this section, unless
ordered by a court or advanced pursuant to this section, must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by the stockholders; (b) by
the board of directors by majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding; (c) if a majority vote of a
quorum consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written opinion; or (d)
if a quorum consisting of directors who were not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
The certificate of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) does not exclude any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
4
<PAGE>
ITEM 8: Exhibits
--------
5.1 Opinion of Matthias & Berg LLP
23.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Carpenter, Kuhen & Sprayberry, Independent Public
Accountants
24.1 Power of Attorney (included in signature page)
99.1 1997 Stock Incentive Plan(1)
99.2 Amended 1997 Stock Incentive Plan
- ----------------
(1) Previously filed as an exhibit to the Company's Registration Statement
on Form S-8 (No. 333-30389), filed as of June 30, 1997, with the
Commission.
- ----------------------------------
ITEM 9: 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:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act;
(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.
(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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do
not apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(2) That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the end of the
offering.
The undersigned registrant hereby under takes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
5
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officers 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 and will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, 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, California, on this 7th day of February,
2000.
VIEW TECH, INC.
By: /s/ S. Douglas Hopkins
-------------------------------------------
S. Douglas Hopkins, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
<S> <C> <C>
/s/ S. Douglas Hopkins Chief Executive Officer February 7, 2000
- ------------------------------ (Principal Executive Officer)
S. Douglas Hopkins
/s/ Christopher Zigmont Chief Financial Officer February 7, 2000
- ------------------------------ (Principal Financial Officer
Christopher Zigmont and Principal Accounting
Officer)
/s/ Paul C. O'Brien Chairman of the Board of Directors February 7, 2000
- ------------------------------
Paul C. O'Brien
/s/ Franklin A. Reece, III Director February 7, 2000
- ------------------------------
Franklin A. Reece, III
/s/ Robert F. Leduc Director February 7, 2000
- ------------------------------
Robert F. Leduc
/s/ David F. Millet Director February 7, 2000
- ------------------------------
David F. Millet
/s/ William J. Shea Director February 7, 2000
- ------------------------------
William J. Shea
</TABLE>
7
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S. Douglas Hopkins and Christopher
Zigmont, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each end every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
<S> <C> <C>
/s/ S. Douglas Hopkins Chief Executive Officer February 7, 2000
- ------------------------------ (Principal Executive Officer)
S. Douglas Hopkins
/s/ Christopher Zigmont Chief Financial Officer February 7, 2000
- ------------------------------ (Principal Financial Officer
Christopher Zigmont and Principal Accounting
Officer)
/s/ Paul C. O'Brien Chairman of the Board of Directors February 7, 2000
- ------------------------------
Paul C. O'Brien
/s/ Franklin A. Reece, III Director February 7, 2000
- ------------------------------
Franklin A. Reece, III
/s/ Robert F. Leduc Director February 7, 2000
- ------------------------------
Robert F. Leduc
/s/ David F. Millet Director February 7, 2000
- ------------------------------
David F. Millet
/s/ William J. Shea Director February 7, 2000
- ------------------------------
William J. Shea
</TABLE>
8
<PAGE>
EXHIBIT INDEX
-------------
Sequentially
Document Description of Document Numbered Page
- -------- ----------------------- -------------
5.1 Opinion of Matthias & Berg LLP
23.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Carpenter, Kuhen & Sprayberry, Independent
Public Accountants
24.1 Power of Attorney (included on signature page)
99.1 1997 Stock Incentive Plan(1)
99.2 Amended 1997 Stock Incentive Plan
- ----------------
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-8 (No. 333-30389), filed as of June 30, 1997, with the Commission.
- ----------------------------------
9
February 7, 2000
View Tech, Inc.
3760 Calle Tecate
Suite A
Camarillo, California 93012
Re: Registration Statement on Form S-8
View Tech, Inc.
---------------
Gentlemen:
We are acting as counsel for View Tech, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offering and sale of up to 634,900 shares
(the "Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock) reserved for issuance pursuant to the Company's Amended 1997
Stock Incentive Plan (the "Plan") and with respect to any options ("Options") to
purchase shares of Common Stock which may be granted in connection with the
Plan. A Registration Statement on Form S-8 covering the Shares (the
"Registration Statement") is being filed under the Act with the Securities and
Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon, the legal capacity of all natural persons executing such
documents, the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies and the completeness and
accuracy of the certificates of public officials examined by us. We have made no
independent factual investigation with regard to any such matters.
<PAGE>
View Tech, Inc.
February __, 2000
Page 2
Based upon the foregoing and subject to the qualifications stated
herein, it is our opinion that the Shares, issued or to be issued upon the
exercise of any Options duly granted pursuant to the Plan, when issued, paid for
and delivered upon the exercise of such Options, in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to matters involving the
federal laws of the United States and to the corporate laws of the State of
Delaware, and we express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
The opinions expressed herein are rendered solely for your benefit in
connection with the transaction described herein. Except as otherwise provided
herein, this opinion may not be used or relied upon by any person, nor may this
letter or any copies thereof be furnished to a third party, filed with a
governmental agency, quoted, cited or otherwise referred to without our prior
written consent.
Respectfully submitted,
/s/ MATTHIAS & BERG LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To View Tech, Inc.:
As independent public accountants, we herby consent to the incorporation by
reference in this Form S-8 of our report dated January 21, 1999 included in View
Tech, Inc.'s Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 1, 2000
CONSENT TO INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement of View Tech Inc. on Form S-8 of our report dated March 13, 1997
appearing in the annual report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our reports
incorporated by reference into the Registration Statement of View Tech, Inc. on
Form S-8, File No. 333-30389, currently on file with the Securities and Exchange
Commission.
CARPENTER, KUHEN & SPRAYBERRY
/s/ Carpenter, Kuhen & Spraybery
Oxnard, California
February 7, 2000
AMENDMENT NO. 1 TO
VIEW TECH, INC.
1997 STOCK INCENTIVE PLAN
THIS AMENDMENT NO. 1 TO VIEW TECH, INC. 1997 STOCK INCENTIVE PLAN (the
"Amendment"), is dated as of this November 29, 1999, and is effective as of the
date of the approval of the Amendment by the Board of Directors and the
stockholders of View Tech, Inc., a Delaware corporation (the "Corporation").
WHEREAS, on April 16, 1999, the Board of Directors of the Corporation
approved the Amendment to the Corporation's 1997 Stock Incentive Plan (the
"Plan"), for the purpose of increasing the number of shares of the Corporation's
common stock, par value $0.0001 per share (the "Common Stock"), reserved for
issuance with respect to stock options which may be granted by the Corporation
to eligible persons under the Plan, from 600,000 shares to 1,234,900 shares,
including up to 634,900 shares converted from the Corporation's 1995 Stock
Option Plan;
WHEREAS, on May 25, 1999, the Corporation's stockholders approved the
Amendment by the affirmative vote of in excess of a majority of the shares
present or represented and entitled to vote at a duly convened meeting of the
stockholders of the Corporation;
WHEREAS, the Corporation deems it in the best interest of the
Corporation to amend the Plan, in the manner set forth below;
NOW, THEREFORE, the Corporation hereby amends the Plan, as follows:
1. AMENDMENT TO PLAN. Article V(A) of the Plan is hereby amended to
read in its entirety, as follows:
V. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock,
including shares repurchased by the Corporation on the open
market. The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall be
1,234,900 shares. Shares reserved for issuance under the
Plan shall include up to 634,900 shares, including 340,510
shares outstanding and 294,390 shares available for grant
as stock options, as of April 16, 1999, and converted from,
the Corporation's 1995 Stock Option Plan.
<PAGE>
2. INCORPORATION BY REFERENCE. Except as expressly modified herein, the
Plan shall continue to remain in full force and effect, and this Amendment shall
incorporate by reference all terms and conditions of the Plan which are not
otherwise contrary to the provisions of this Amendment.
Executed and dated as of the date first written above, at Camarillo,
California.
VIEW TECH, INC.
a Delaware corporation
By: /S/ S. Douglas Hopkins
-------------------------
S. Douglas Hopkins
Chief Executive Officer
2
