<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2000
REGISTRATION NO. 333-95145
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
VIEW TECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 5065 77-0312442
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
------------------------
3760 CALLE TECATE, SUITE A
CAMARILLO, CALIFORNIA 93102-5041
(805) 482-8277
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DOUGLAS HOPKINS
CHIEF EXECUTIVE OFFICER
VIEW TECH, INC.
3760 CALLE TECATE, SUITE A
CAMARILLO, CALIFORNIA 93102-5041
(805) 482-8277
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
Copies to:
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ROBERT C. RIVES, JR., ESQ. MICHAEL J.W. RENNOCK, ESQ.
BURNS & LEVINSON LLP MORRISON & FOERSTER LLP
125 SUMMER STREET 1290 AVENUE OF THE AMERICAS
BOSTON, MASSACHUSETTS 02110 NEW YORK, NEW YORK 10104
(617) 345-3000 (212) 468-8000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: At the effective time of the merger of the Registrant with All
Communications Corporation, which shall occur as soon as practicable after the
effective date of this Registration Statement and the satisfaction of all
conditions to the closing of such merger.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering: / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1993, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 3 to Form S-4 Registration Statement of View Tech,
Inc. (File No. 333-95145) consists solely of the revised Exhibit 8.1 opinion of
Morrison & Foerster LLP regarding tax matters.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(3) pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions),
or (4) for any transaction from which the director derived an improper personal
benefit. VTI's Certificate of Incorporation contains provisions permitted by
Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.
VTI's amended and restated Certificate of Incorporation filed as Exhibit
3.1 to this Registration Statement provides indemnification of directors and
officers of VTI to the fullest extent permitted by the DGCL.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The Exhibits are as set forth in the Exhibit Index.
(b) Financial Statement Schedules
None.
ITEM 22. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Act"), 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 an 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.
(2) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is part of this Registration Statement, by
II-1
<PAGE>
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(3) The Registrant undertakes that every prospectus: (a) that is filed
pursuant to paragraph (2) immediately preceding, or (b) that purports to meet
the requirements of Section 10(a)(3) of the Act, and is used in connection with
an offering of securities subject to Rule 415, will be filed as part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
(5) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
(6) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions hereof, 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(7) The undersigned Registrant hereby undertakes: 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the maximum aggregate offering price may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) under the
Securities Act, if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
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.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM S-4 TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF CAMARILLO, STATE OF CALIFORNIA, ON THIS 25th DAY OF APRIL, 2000.
VIEW TECH, INC.
By: /s/ DOUGLAS HOPKINS
----------------------------------
Douglas Hopkins
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO REGISTRATION STATEMENT ON FORM S-4 HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON APRIL 25, 2000:
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<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ------------------------------------------------------
<S> <C>
/s/ Paul C. O'Brien* Chairman
- -----------------------------------------------------
Paul C. O'Brien
/s/ DOUGLAS HOPKINS Chief Executive Officer
- ----------------------------------------------------- (Principal Executive Officer)
Douglas Hopkins
/s/ Franklin A. Reece, III* Director
- -----------------------------------------------------
Franklin A. Reece, III
/s/ Christopher A. Zigmont* Chief Financial Officer and
- ----------------------------------------------------- Chief Accounting Officer
Christopher A. Zigmont (Principal Financial and Accounting Officer)
/s/ Therese Violette* Vice President--Finance
- -----------------------------------------------------
Therese Violette
/s/ William J. Shea* Director
- -----------------------------------------------------
William J. Shea
/s/ Robert F. Leduc* Director
- -----------------------------------------------------
Robert F. Leduc
/s/ David F. Millet* Director
- -----------------------------------------------------
David F. Millet
*By: /s/ DOUGLAS HOPKINS
------------------------------------------------
Douglas Hopkins
attorney-in-fact
</TABLE>
<PAGE>
SCHEDULE II
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. EXHIBIT
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of December 27, 1999, by and between View Tech, Inc. and All
Communications Corporation (included as Appendix A to the joint proxy statement/prospectus filed as part
of this registration statement).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of February 29, 2000 by and between View Tech,
Inc. and All Communications Corporation (included as Appendix A to the joint proxy statement/prospectus
filed as a part of this registration statement).
3.1 Amended and Restated Certificate of Incorporation of View Tech, Inc. (included as Appendix D to the
joint proxy statement/prospectus filed as part of this registration statement).
3.2 Amended and Restated Bylaws of View Tech, Inc. (included as Appendix E to the joint proxy
statement/prospectus filed as part of this registration statement).
4.1 Specimen Common Stock Certificate of View Tech, Inc.(22)
4.2 Warrant Agreement dated as of June 28, 1995 between View Tech, Inc. and U.S. Stock Transfer
Corporation.(1)
4.3 Form of Warrant between View Tech, Inc. and Telecom Holding, LLC.(2)
5.1 Opinion of Burns & Levinson LLP as to the legality of Common Stock of View Tech, Inc., together with
consent.(22)
8.1 Opinion of Morrison & Foerster LLP regarding federal income tax matters, together with consent.(23)
10.1 Dealer Agreement between View Tech, Inc. and PictureTel Corporation dated as of March 30, 1995.(3)
10.2 Employment Agreement between View Tech, Inc. and Franklin A. Reece, III dated as of November 29,
1996.(2)
10.3 Severance and Consulting Agreement by and between, View Tech, Inc. and John W. Hammon, dated April 22,
1997.(4)
10.4 Tenth Amendment to Revolving Credit, Term Loan and Security Agreement between USTeleCenters, Inc. and
The First National Bank of Boston, dated March 31, 1997.(4)
10.5 Employment Agreement between View Tech, Inc. and William M. McKay, dated as of December 9, 1996.(5)
10.6 1995 Stock Option Plan of View Tech, Inc., as amended.(6)
10.7 Amendment to the Dealer Agreement between View Tech, Inc. and PictureTel Corporation, dated as of
August 1, 1995.(1)
10.8 1997 Stock Incentive Plan of View Tech, Inc.(7)
10.9 Asset Purchase Agreement, dated as of November 13, 1997, as amended by Amendment No. 1 to the Asset
Purchase Agreement, dated as of November 21, 1997, by and among Vermont Network Services Corporation,
Vermont Telecommunications Network Services, Inc. and Zoltan B. Keve.(8)
10.10 Amendment No. 1 to the Asset Purchase Agreement, dated as of November 21, 1997, by and among Vermont
Network Services Corporation, Vermont Telecommunications Network Services, Inc. and Zoltan B. Keve.(8)
10.11 Promissory Note, dated November 21, 1997, of Vermont Network Services Corporation, payable to Vermont
Telecommunications Network Services, Inc. in the amount of $250,000.(8)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- ------ --------------------------------------------------------------------------------------------------------
<S> <C>
10.12 Contingent Note, dated November 21, 1997, of Vermont Network Services Corporation, payable to Vermont
Telecommunications Network Services, Inc. in the amount of $250,000.(8)
10.13 Subordination Agreement, dated as of July 26, 1996, by and among View Tech, Inc., the First National
Bank of Boston, BancBoston Leasing, Inc., and USTeleCenters, Inc.(9)
10.14 Sublease Agreement dated as of October 11, 1996, by and between Atlantic Steel Industries, Inc. and View
Tech, Inc. (together with prime Lease Agreement dated as of November 1, 1993 between Atlantic Steel
Industries, Inc. and the State of California Public Employees' Retirement System).(2)
10.15 Common Stock and Common Stock Purchase Warrants Agreement, dated as of December 31, 1996, by and between
View Tech, Inc. and Telcom Holding, LLC, a Massachusetts limited liability company.(2)
10.16 Letter Agreement, dated as of December 31, 1996, from View Tech, Inc. to Paul C. O'Brien and Mark P.
Kiley.(2)
10.17 Common Stock Purchase Warrant, dated as of November 21, 1997, for the purchase of 60,000 shares of
Common Stock of View Tech, Inc., a Delaware corporation, by Imperial Bank, a California banking
corporation, on or before November 21, 2004 at a purchase price of $7.08 per share.(10)
10.18 Common Stock Purchase Warrant, dated as of November 21, 1997, for the purchase of 20,000 shares of
Common Stock of View Tech, Inc., a Delaware corporation, by BankBoston, N.A., a national banking
association, a participating lender, on or before November 21, 2004 at a purchase price of $7.08 per
share.(10)
10.19 Revolving Note with City National Bank, dated February 20, 1996.(11)
10.20 Loan Agreements with Power-Data Services, Inc., dated February 15, 1996 and March 22, 1996.(11)
10.21 Credit Agreement, dated as of November 21, 1997, among, USTeleCenters, Inc., a Delaware corporation,
View Tech, Inc. a Delaware corporation, and Imperial Bank, a bank organized under the laws of the State
of California.(10)
10.22 Security Agreement, dated as of November 21, 1997, among USTeleCenters, Inc., a Delaware corporation,
View Tech, Inc., a Delaware corporation, and Imperial Bank, a bank organized under the State of
California.(10)
10.23 Amendment No. 2 dated as of May 1, 1998, to the Credit Agreement, dated as of November 21, 1997, among
USTeleCenters, Inc., a Delaware corporation (the borrower), View Tech, Inc., a Delaware corporation (the
parent company), and Imperial Bank and BankBoston, N.A. (the banks).(17)
10.24 Amendment No. 3 dated as of August 14, 1998, to the Credit Agreement, dated as of November 21, 1997,
among USTeleCenters, Inc., a Delaware corporation (the borrower), View Tech, Inc., a Delaware
corporation (the parent company), and Imperial Bank and BankBoston, N.A. (the banks).(17)
10.25 Amendment No. 4 dated as of October 27, 1998, to the Credit Agreement, dated as of November 21, 1997,
among USTeleCenters, Inc., a Delaware corporation (the borrower), View Tech, Inc., a Delaware
corporation (the parent company), and Imperial Bank and BankBoston, N.A. (the banks).(17)
10.26 Amendment No. 1, Exhibit A, dated as of October 14, 1998, to the Common Stock Purchase Warrant, dated as
of November 21, 1997, for the purchase of common stock of View Tech, Inc., a Delaware corporation, by
Imperial Bank.(17)
</TABLE>
<PAGE>
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EXHIBIT
NO. EXHIBIT
- ------ --------------------------------------------------------------------------------------------------------
<S> <C>
10.27 Amendment No. 1, Exhibit B, dated as of October 14, 1998, to the Common Stock Purchase Warrant, dated as
of November 21, 1997, for the purchase of common stock of View Tech, Inc., a Delaware corporation, by
BankBoston, N.A.(17)
10.28 Memorandum of Understanding by and between View Tech, Inc. and former Chief Executive Officer, Robert G.
Hatfield, effective April 17, 1998.(15)
10.29 Severance and Consulting Agreement by and between, View Tech, Inc. and Robert G. Hatfield, dated
April 17, 1998.(16)
10.30 Separation Agreement, effective August 31, 1998, by and between View Tech, Inc. and David A. Kaplan, the
former Chief Financial Officer.(17)
10.31 General Release between, David A. Kaplan, former Chief Financial Officer, and View Tech, Inc.(17)
10.32 Settlement Agreement, Consulting Agreement & General Release, effective February 28, 1999, by and
between View Tech, Inc. and Calvin M. Carrera, former Vice President and General Manager.(12)
10.33 Agreement dated December 9, 1996 between All Communications Corporation and HFS Incorporated.(18)
10.34 Dealer Agreement dated May 20, 1992, between All Communications Corporation and Panasonic Communications
& Systems Company.(18)
10.35 Employment Agreement, effective January 1, 1997, between All Communications Corporation and Richard
Reiss.(18)
10.36 Amendment to the Employment Agreement between All Communications Corporation and Richard Reiss,
effective March 21, 1997.(18)
10.37 Employment Agreement, effective January 1, 1997, between All Communications Corporation and Joseph
Scotti.(18)
10.38 Amendment No. 1 to the Employment Agreement between All Communications Corporation and Joseph Scotti,
effective January 11, 1999.(19)
10.39 Employment Agreement, effective January 1, 1997, between All Communications Corporation and Leo
Flotron.(18)
10.40 Amendment No. 1 to the Employment Agreement between All Communications Corporation and Leo Flotron,
effective January 11, 1999.(19)
10.41 Sublease Agreement for premises located at 1130 Connecticut Avenue, NW, Washington D.C., dated July 1,
1996, between All Communications Corporation and Charles L. Fishman, P.C.(18)
10.42 All Communications Corporation's Stock Option Plan.(18)
10.43 Amendment No. 1 to All Communications Corporation's Stock Option Plan.(19)
10.44 Lease Agreement for premises located at 225 Long Avenue, Hillside, New Jersey, dated March 20, 1997,
between All Communications Corporation and Vitamin Realty Associates, L.L.C.(18)
10.45 Agreement, dated September 10, 1997, between the Company and Maxbase, Inc.(20)
10.46 Reseller Agreement dated November 21, 1997, between Polycom, Inc. and All Communications
Corporation.(21)
10.47 Dealer Agreement, dated November 26, 1997, between Lucent Technologies, Inc. and All Communications
Corporation.(21)
10.48 First Amendment of Lease dated as of December, 1997 by and between Vitamin Realty Associates, L.L.C. and
All Communications Corporation.(22)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- ------ --------------------------------------------------------------------------------------------------------
<S> <C>
10.49 Second Amendment of Lease dated as of December 20, 1999 by and between Vitamin Realty Associates, L.L.C.
and All Communications Corporation.(22)
10.50 Asset Purchase Agreement, dated as of December 31, 1999 among OC Mergerco 4, Inc., USTeleCenters, Inc.,
Vermont Network Services Corporation and View Tech, Inc.(22)
11.1 Statement re Computation of Per Share Earnings.(22)
21.1 Subsidiaries of View Tech, Inc.(12)
23.1 Consent of Arthur Andersen LLP.(22)
23.2 Consent of BDO Seidman LLP.(22)
23.3 Consent of BDO Seidman LLP.(22)
23.4 Consent of Burns & Levinson LLP (included in their opinion filed as Exhibit 5).
23.5 Consent of Morrison & Foerster LLP (included in their opinion filed as Exhibit 8).
24.1 Power of Attorney.(22)
99.1 Form of proxy of View Tech, Inc.(22)
99.2 Form of proxy of All Communications Corporation.(22)
99.3 View Tech, Inc. Special Non-Officer Stock Option Plan.(13)
99.4 Form of View Tech, Inc. Special Non-Officer Stock Option Agreement.(13)
99.5 Form of Addendum to View Tech, Inc. Stock Option Agreement; Involuntary Termination Following Corporate
Transaction.(13)
99.6 Form of View Tech, Inc. Stock Option Agreement.(14)
99.7 Form of Addendum to View Tech, Inc. Stock Option Agreement: Involuntary Termination Following Corporate
Transaction.(14)
99.8 Form of Addendum to View Tech, Inc. Stock Option Agreement: Involuntary Termination Following Change in
Control.(14)
99.9 View Tech, Inc. 1997 Non-Employee Directors Stock Option Plan.(14)
99.10 Form of View Tech, Inc. Automatic Stock Option Agreement.(14)
99.11 View Tech, Inc. Employee Stock Purchase Plan.(14)
99.12 Form of Stock Purchase Agreement under the View Tech, Inc. Employee Stock Purchase Plan.(14)
</TABLE>
- ------------------
(1) Filed as an exhibit to View Tech, Inc.'s Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1995, and incorporated herein by reference.
(2) Filed as an exhibit to View Tech, Inc.'s Registration Statement on Form SB-2
(Registration No. 333-19597), and incorporated herein by reference.
(3) Filed as an exhibit to View Tech, Inc.'s Registration Statement on Form SB-2
(Registration No. 333-91232), and incorporated herein by reference.
(4) Filed as an exhibit to View Tech, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997, and incorporated herein by reference.
(5) Filed as an exhibit to View Tech, Inc.'s Transitional Report on Form 10-K
for the six month period ended December 31, 1997, and incorporated herein by
reference.
(Footnotes continued on next page)
<PAGE>
(Footnotes continued from previous page)
(6) Filed as an exhibit to View Tech, Inc.'s Quarterly Report on Form 10-QSB for
the fiscal quarter ended September 30, 1995, and incorporated herein by
reference.
(7) Filed as an exhibit to View Tech, Inc.'s Registration Statement on Form S-4
(Registration No. 333-13459), and incorporated herein by reference.
(8) Filed as an exhibit to View Tech, Inc.'s Report on Form 8-K dated
December 5, 1997, and incorporated herein by reference.
(9) Filed as an exhibit to View Tech, Inc.'s Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1996, and incorporated herein by reference.
(10) Filed as an exhibit to View Tech, Inc.'s Report on Form 8-K dated
February 5, 1998, and incorporated herein by reference.
(11) Filed as an exhibit to View Tech, Inc.'s Quarterly Report on Form 10-QSB
for the fiscal quarter ended March 31, 1996, and incorporated herein by
reference.
(12) Filed as an exhibit to View Tech, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, and incorporated herein by reference.
(13) Filed as an exhibit to View Tech, Inc.'s Registration Statement on
Form S-8 filed on November 4, 1997, and incorporated herein by reference.
(14) Filed as an exhibit to View Tech, Inc.'s Registration Statement on
Form S-8 filed on June 30, 1997, and incorporated herein by reference.
(15) Filed as an exhibit to View Tech, Inc.'s Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1998, and incorporated herein by
reference.
(16) Filed as an exhibit to View Tech, Inc.'s Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1998, and incorporated herein by
reference.
(17) Filed as an exhibit to View Tech, Inc.'s Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1998, and incorporated herein by
reference.
(18) Filed as an exhibit to All Communications Corporation's Registration
Statement on Form SB-2 (Registration No. 333-21069), and incorporated
herein by reference.
(19) Filed as an exhibit to All Communications Corporation's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1998, and incorporated
herein by reference.
(20) Filed as an exhibit to All Communications Corporation's Report on Form 8-K
dated September 18, 1997, and incorporated herein by reference.
(21) Filed as an exhibit to All Communications Corporation's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1997, and incorporated
herein by reference.
(22) Previously filed.
(23) Filed herewith.
<PAGE>
Exhibit 8.1
April 25, 2000
Board of Directors
All Communications Corporation
225 Long Avenue
Hillside, New Jersey 07205
Ladies and Gentlemen:
We have acted as counsel to All Communications Corporation, a New
Jersey corporation ("ACC"), in connection with (i) the Merger, as defined and
described in the Agreement and Plan of Merger, dated as of December 27, 1999, by
and between ACC and View Tech, Inc., a Delaware corporation ("VTI") and amended
by Amendment No. 1 to Agreement and Plan of Merger dated as of February 29, 2000
by and between ACC and VTI (as so amended, the "Merger Agreement"), and (ii) the
preparation and filing on January 21, 2000 of the Registration Statement on Form
S-4 of VTI with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act") which Registration
Statement was amended by Amendment No 1 to Registration Statement dated March
31, 2000, Amendment No. 2 to Registration Statement dated April 21, 2000 and
Amendment No. 3 to Registration Statement dated April 25, 2000 (as amended, the
"Registration Statement"), which includes the Joint Proxy Statement/Prospectus
of ACC and VTI relating to the Merger (the "Joint Proxy Statement/Prospectus").
Unless otherwise indicated, each capitalized term used herein has the meaning
ascribed to it in the Merger Agreement.
In connection with this opinion, we have examined the Merger Agreement,
the Joint Proxy Statement/Prospectus, and such other documents and corporate
records as we have deemed necessary or appropriate in order to enable us to
render the opinion below. For purposes of this opinion, we have assumed (i) the
validity and accuracy of the documents and corporate records that we have
examined and the facts and representations concerning the Merger that have come
to our attention during our engagement, (ii) that the Merger will be consummated
in the manner described in the Merger Agreement and the Joint Proxy
Statement/Prospectus, and (iii) that the representations made to us by ACC and
VTI in their letters to us dated March 9, 2000, and March 8, 2000, respectively,
and delivered to us for purposes of this opinion are accurate and complete and
that any representation made "to the knowledge of" or similarly qualified is
correct without such qualification. In our examination of documents, we have
assumed the authenticity of original documents, the accuracy of copies, the
genuineness of signature, and the legal capacity and authority of the
signatories.
Subject to the assumptions set forth above and the assumptions and
qualifications set forth in the discussion in the Joint Proxy Statement
- - Prospectus under the Heading "The Merger - Material Federal Income Tax
Consequences" (the
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All Communications Corporation
April 25, 2000
Page Two
"Discussion"), in our opinion (i) the Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code; (ii) a holder of ACC common
stock will not recognize any gain or loss solely, upon such holder's receipt of
VTI common stock in exchange for such holder's ACC common stock in the Merger,
except to the extent the holder of ACC common stock receives cash in lieu of a
fractional share of VTI common stock; (iii) the aggregate tax basis of the VTI
common stock that a holder of ACC common stock receives in the Merger will be
the same as the aggregate tax basis of the ACC common stock surrendered by such
holder in exchange for VTI common stock (reduced by any tax basis attributable
to any fractional share the holder is deemed to have disposed of); (iv) the
holding period of the VTI common stock that each older receives in the Merger
will include the period for which the ACC common stock surrendered in exchange
for VTI common stock was considered to be held, if the surrendered ACC common
stock is held as a capital asset at the time of the Merger; and (v) cash
payments that a holder of ACC common stock receives in lieu of a fractional
share will be treated as if the fractional share of ACC common stock had been
issued in the Merger and then redeemed by VTI. A holder of ACC common stock
receiving cash in lieu of a fractional share will recognize gain or loss upon
payment measured by any difference between the amount of cash received and the
holder's basis in the fractional shares. We express no opinion as to whether the
Discussion addresses all of the United States federal income tax consequences of
the Merger. Our opinion relates solely to the tax consequences of the Merger,
and we express no opinion (and none should be inferred) regarding any other
federal tax consequences or tax consequences under the laws of any other
jurisdiction. Further, there can be no assurances that the opinion expressed
herein will be accepted by the Internal Revenue Service (the "IRS") or, if
challenged, by a court. This opinion is delivered in accordance with the
requirements of Item 601(b)(8) of Regulation S-K under the Securities Act.
No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement or as to any transaction whatsoever, including
the Merger, if all the transactions described in the Merger Agreement are not
consummated in accordance with the terms of the Merger Agreement and without
waiver or breach of any material provision thereof, or if all of the
representations, warranties, statements and assumptions upon which we rely are
not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion are incorrect, our opinion might be adversely affected and
may not be relied upon.
In rendering our opinion, we have considered the applicable provisions
of the Code, Treasury Department regulations promulgated thereunder, pertinent
judicial authorities, interpretive rulings of the IRS and such other authorities
as we have considered relevant. It should be noted that statutes, regulations,
judicial decisions and
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All Communications Corporation
April 25, 2000
Page Three
administrative interpretations are subject to change at any time (possibly with
retroactive effect). A change in the authorities or the accuracy or completeness
of any of the information, documents, corporate records, covenants, statements,
representations or assumptions on which our opinion is based could affect our
conclusions. Because this opinion is being delivered prior to the effective time
of the Merger, it must be considered prospective and dependent upon future
events. There can be no assurance that changes in the law will not take place
which could affect the Federal income tax consequences of the Merger or that
contrary positions may not be asserted by the IRS. This opinion is expressed as
of the date hereof, and we are under no obligation to supplement or revise our
opinion to reflect any changes (including changes that have retroactive effect)
(i) in applicable law or (ii) in any information, document, corporate record,
covenant, statement, representation or assumption stated herein that becomes
untrue or incorrect.
This letter is furnished to you solely for your benefit for use in
connection with the Merger. In accordance with the requirements of Item
601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the
filing of this opinion as an exhibit to the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Morrison & Foerster LLP
