<PAGE>
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DIMENSIONAL VISIONS GROUP, LTD.
(Exact name of registrant as specified in its charter)
Delaware
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
718 Arch Street 19106
Philadelphia, PA ----------
(215) 440-7791 (Zip Code)
- --------------------------------
(Address and telephone number of
Principal Executive Offices)
1996 Equity Incentive Plan
(Full title of the plan)
Steven B. King, Esq.
Mesirov Gelman Jaffe Cramer & Jamieson
1735 Market Street
Philadelphia PA 19103-7598
(215) 994-1037
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee (2)
Common Stock * 10,000,000 shares $.2965 $2,965,000 $1,022.41
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* Pursuant to 1996 Equity Incentive Plan
(1) There are registered hereby 10,000,000 shares of Common Stock ("Common
Stock") of Dimensional Visions Group, Ltd. (the "Company") issuable
pursuant to the Company's 1996 Equity Incentive Plan. This Registration
Statement also relates to such indeterminate number of shares of the
Company's Common Stock as may become issuable by reason of the
adjustment provisions of the Equity Incentive Plan.
(2) The maximum offering price per share of the Common Stock being offered
pursuant to the Equity Incentive Plan is estimated solely for the
purpose of determining the registration fee pursuant to Rule 457(h)
under the Securities Act of 1933, as amended. It is based upon the
average of the high and low prices of the Common Stock on June 5, 1996
as reported on the National Association of Securities Dealers, Inc.
Electronic Bulletin Board.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with the Securities and Exchange
Commission ("Commission"):
(a) The Company's Annual Report on Form 10-KSB/A for the year
ended June 30, 1995, (Commission File No. 1-10196);
(b) All other reports filed by the Company with the Commission
since June 30, 1995 pursuant to Section 13(a) or 15(d) of the Exchange Act,
including without limitation:
(i) The Company's definitive Proxy Statement dated
February 20, 1996 filed in connection with the Company's Annual Meeting of
Stockholders held on March 20, 1996;
(ii) The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 1995;
(iii) The Company's Quarterly Report on Form 10-QSB for
the quarterly period ended December 31, 1995; and
(iv) The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996.
(c) The description of the Company's Common Stock contained in the
registration statement therefor under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such description; and
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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 such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock being registered by this
Registration Statement will be passed upon for the Company by Mesirov Gelman
Jaffe Cramer & Jamieson, Philadelphia, Pennsylvania, counsel to the Company.
<PAGE>
Item 6. Indemnification of Directors and Officers
As expressly permitted by the Delaware General Corporation Law
(the "DGCL"), Article Nine of the Company's Certificate of Incorporation, as
amended, provides that, to the fullest extent permitted by the DGCL as from time
to time in effect, a director or officer of the Company shall not be liable to
the Company or its shareholders for damages for breach of such person's
fiduciary duty as a director or officer. Accordingly, the Company or a
shareholder may only prosecute an action against a director or officer for
damages if the Company or shareholder can show a breach of the director's or
officer's duty of loyalty to the Company or its shareholders, a failure by the
director or officer to act in good faith or a knowing violation of law, or
receipt by the director or officer of an improper personal benefit.
Article VII of the Company's by-laws ("Article VII") provides,
among other things, that the Company shall, to the fullest extent permitted by
the laws of the State of Delaware as from time to time in effect, indemnify any
person who is or was made a party or is threatened to be made a party to any
proceeding by reason of the fact that he is or was a director or officer of the
Company or, while serving as a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, trustee, employee
or agent of another corporation, partnership, trust, employee benefit plan or
other enterprise against all expenses and liabilities. Article VII further
provides that the Company shall, from time to time, reimburse or advance to any
such director or officer the funds necessary for payment of expenses incurred in
connection with any proceeding, upon receipt of a written undertaking by or on
behalf of such director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification. The rights and
authority conferred in Article VII are not exclusive of any other right which an
indemnified party may have or acquire under any statute, provision of the
Company's by-laws, agreement, vote of the shareholders or directors or
otherwise.
The DGCL generally provides that a corporation may, and in certain
circumstances, shall, indemnify its officers, directors, employees and agents
("Corporate Agents"), Corporate Agents of constituent corporations that it has
absorbed by merger or consolidation, and Corporate Agents of other corporations
if such Corporate Agents serve at the indemnifying corporation's request. A
corporation may indemnify such Corporate Agent in a civil proceeding if the
Corporate Agent acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and, in a criminal
proceeding, if he had no reasonable cause to believe his conduct was unlawful,
except that indemnification is not permitted in an action by or in the right of
the corporation if the Corporate Agent is adjudged to be liable to the
corporation, unless the court in which the proceeding was brought shall have
determined that indemnification is appropriate in light of the circumstances of
the case.
Item 7. Exemption From Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
Exhibit No. Description
4.1 Certificate of Incorporation (incorporated by
reference from the registrants' registration
statement on Form S-1 (No. 33-24554) and the
registrants' Annual Report on Form 10-KSB for fiscal
year ended June 30, 1995).
4.2 Amendment to Certificate of Incorporation.
4.3 1996 Equity Incentive Plan.
5 Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.
23.1 Consent of Gitomer & Berenholz, P.C., Independent
Public Accountants of the Company.
23.2 Consent of Mesirov Gelman Jaffe Cramer & Jamieson
(included in Exhibit 5).
24 Power of Attorney (set forth on signature page
hereto).
Item 9. Undertakings
(a) 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 of 1933, as amended (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 (a)(l)(i) and
(a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities 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.
<PAGE>
(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.
(b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) 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, 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 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 and will be governed by the final adjudication of such issue.
<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 Palo Alto, State of California on the 14th day
of June, 1996.
DIMENSIONAL VISIONS GROUP, LTD.
By: /s/ George S. Smith
-------------------------------------
George S. Smith, Chairman
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints George S. Smith, 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)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, 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 and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his 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.
Signature Title Date
/s/ George S. Smith
- -------------------- Chairman and Chief Financial June 14, 1996
George S. Smith Officer and Principal
Accounting Officer
/s/ Sean F. Lee
- -------------------- Director June 14, 1996
Sean F. Lee
/s/ Steven M. Peck
- -------------------- Director and Chief Executive June 14, 1996
Steven M. Peck Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Certificate of Incorporation (incorporated by
reference from the registrants' registration
statement on Form S-1 (No. 33-24554) and the
registrants' Annual Report on Form 10-KSB for
fiscal year ended June 30, 1995).
4.2 Amendment to Certificate of Incorporation.
4.3 1996 Equity Incentive Plan.
5 Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.
23.1 Consent of Gitomer & Berenholz, P.C., Independent
Public Accountants of the Company.
23.2 Consent of Mesirov Gelman Jaffe Cramer & Jamieson
(included in Exhibit 5).
24 Power of Attorney (set forth on signature page
hereto).
<PAGE>
CERTIFICATE OF INCORPORATION
(incorporated by reference from the
registrants' registration statement
on Form S-1 (No. 33-24554) and the
registrants' Annual Report on Form 10-KSB
for fiscal year ended June 30, 1995)
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Dimensional Visions Group, Ltd., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST, That at a meeting of the Board of Directors of Dimensional
Visions Group, Ltd., a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, That the Certificate of Incorporation of
this corporation be amended by change the Fourth Article
thereof so that, as amended said Article shall be and read as
follows:
The total number of shares of stock which the
corporation shall have authority to issue is One Hundred and
Ten Million (110,000,000), consisting of Ten Million
(10,000,000) shares of Preferred Stock, all of the par value
of ($.001), and One Hundred Million (100,000,000) shares of
Common Stock, all of a par value of ($.001).
SECOND, That thereafter, pursuant to resolution of its Board of
Directors, an Annual Meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD, That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Steven M. Peck, its President and Chief Executive Officer, this 20th
day of March, 1996.
DIMENSIONAL VISIONS GROUP, LTD.
By /s/ Steven M. Peck
----------------------------------------
Steven M. Peck, President
and Chief Executive Officer
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD.
1996 EQUITY INCENTIVE PLAN
1. PURPOSE
The purpose of this 1996 Equity Incentive Plan (the "Plan") is to
advance the interests of Dimensional Visions Group, Ltd. (the "Company") and its
subsidiaries by enhancing the ability of the Company to (i) attract and retain
employees and other persons or entities who are in a position to make
significant contributions to the success of the Company and its subsidiaries;
(ii) reward such persons or entities for such contributions; and (iii) encourage
such persons or entities to take into account the long-term interest of the
Company through ownership of shares ("Shares") of the Company's Common Stock
("Stock").
The Plan is intended to accomplish these goals by enabling the
Company to grant awards ("Awards") in the form of Options, Stock Appreciation
Rights, Restricted Stock or Deferred Stock, all as more fully described below.
2. ADMINISTRATION
The Plan will be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). The
Committee will determine the recipients of Awards, the times at which Awards
will be made and the size and type or types of Awards to be made to each
recipient and will set forth in such Awards the terms, conditions and
limitations applicable to it. Awards may be made singly, in combination or in
tandem. The Committee will have full and exclusive power to interpret the Plan,
to adopt rules, regulations and guidelines relating to the Plan, to grant
waivers of Plan restrictions and to make all of the determinations necessary for
this administration. In its discretion, the Board of Directors may elect to
administer all or any aspects of the Plan and to perform any of the duties or
exercise any of the rights delegated or granted to the Committee under the terms
of the Plan; provided, however, that the Board may not make such election if the
election would result in the failure of the Plan to comply with Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), at a time at which the Plan would otherwise be in compliance with such
rule. Such determinations and actions of the Committee (or the Board as the case
may be), and all other determinations and actions of the Committee (or the Board
as the case may be) made or taken under authority granted by any provision of
the Plan, will be conclusive and binding on all parties. Nothing in this
paragraph shall be construed as limiting the power of the Committee to make
adjustments under Section 11 or to amend or terminate the Plan under Section 16.
3. EFFECTIVE DATE AND TERM OF PLAN
Subject to the approval of the Plan by the Company's shareholders,
the Plan will be deemed effective on June 13, 1996. Grants of Awards under the
Plan may be made prior to the receipt of shareholder approval, subject to such
approval of the Plan.
The Plan will terminate ten (10) years after the effective date of
the Plan, subject to earlier termination of the Plan by the Board pursuant to
Section 16. No Award may be granted under the Plan after the termination date of
the Plan, but Awards previously granted may extend beyond that date.
<PAGE>
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 11 below, the maximum
aggregate number of Shares of Stock that may be delivered for all purposes under
the Plan shall be ten million (10,000,000).
If any Award requiring exercise by the Participant for delivery of
Stock is canceled or terminates without having been exercised in full, or if any
Award payable in Stock or cash is satisfied in cash rather than Stock, the
number of Shares of Stock as to which such Award was not exercised or for which
cash was substituted will be available for future grants of Stock except that
Stock subject to an Option canceled upon the exercise of an SAR shall not again
be available for Awards under the Plan unless, and to the extent that, the SAR
is settled in cash. Likewise, if any Award payable in Stock or cash is satisfied
in Stock rather than cash, the amount of cash for which such Stock was
substituted will be available for future Awards of cash compensation. Shares of
Restricted Stock forfeited to the Company in accordance with the Plan and the
terms of the particular Award shall be available again for Awards under the Plan
unless the Participant has received the benefits of ownership (within the
applicable interpretation under Rule 16b-3 under the Exchange Act), in which
case such Shares may only be available for Awards to Participants who are not
subject to Section 16 of the Exchange Act.
Stock delivered under the Plan may be either authorized but
unissued Stock or previously issued Stock acquired by the Company and held in
treasury. No fractional Shares of Stock will be delivered under the Plan and the
Committee shall determine the manner in which fractional share value will be
treated.
5. ELIGIBILITY AND PARTICIPATION
Those eligible to receive Awards under the Plan ("Participants")
will be persons in the employ of the Company or any of its subsidiaries
("Employees") and other persons or entities who, in the opinion of the
Committee, are in a position to make a significant contribution to the success
of the Company or its subsidiaries, including non-employee directors of the
Company or a subsidiary of the Company and consultants to the Company or a
subsidiary of the Company. A "subsidiary" for purposes of the Plan will be a
corporation in which the Company owns, directly or indirectly, stock possessing
50% or more of the total combined voting power of all classes of stock.
6. OPTIONS
a. Nature of Options. An Option is an Award entitling the
Participant to purchase a specified number of Shares at a specified exercise
price. Both "incentive stock options," as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") (referred to herein as an "ISO")
and non-incentive stock options may be granted under the Plan. ISOs may be
awarded only to Employees.
b. Exercise Price. The exercise price of each Option shall be
determined by the Committee, but in the case of an ISO shall not be less than
100% (110% in the case of an ISO granted to a ten (10%) percent shareholder) of
the Fair Market Value of a Share at the time the ISO is granted. For purposes
(2)
<PAGE>
of this Plan, "Fair Market Value" shall mean the average closing price of the
Shares for the twenty (20) trading days preceeding the grant of an Option. For
purposes of this Plan, "ten-percent shareholder" shall mean any Employee who at
the time of grant owns directly, or is deemed to own by reason of the
attribution rules set forth in Section 424(d) of the Code, Stock possessing more
than ten (10%) percent of the total combined voting power of all classes of
stock of the Company or any of its subsidiaries.
c. Duration of Options. In no case shall an Option be exercisable
more than ten (10) years (five (5) years, in the case of an ISO granted to a
"ten-percent shareholder" as defined in (b) above) from the date the Option was
granted.
d. Exercise of Options and Conditions. Options granted under any
single Award will become exercisable at such time or times, and on and subject
to such conditions, as the Committee may specify. Options will not be
exercisable unless the shares subject thereto have been approved for listing on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") or such other exchange or quotation system on which the Common Stock
is then listed or quoted. The Committee may at any time and from time to time
accelerate the time at which all or any part of the Option may be exercised.
e. Payment for and Delivery of Stock. Full payment for Shares
purchased will be made at the time of the exercise of the Option, in whole or in
part. Payment of the purchase price will be made in cash or in such other form
of consideration as the Committee may approve, including, without limitation,
delivery of Shares of Stock.
7. STOCK APPRECIATION RIGHTS
a. Nature of Stock Appreciation Rights. A Stock Appreciation Right
(an "SAR") is an Award entitling the recipient to receive payment, in cash
and/or Stock, determined in whole or in part by reference to appreciation in the
value of a Share. In general, an SAR entitles the recipient to receive, with
respect to each Share as to which the SAR is exercised, the excess of the Fair
Market Value of a Share on the date of exercise over the Fair Market Value of a
Share on the date the SAR was granted. However, the Committee may provide at the
time of grant that the amount the recipient is entitled to receive will be
adjusted upward or downward under rules established by the Committee to take
into account the performance of the Shares in comparison with the performance of
other stocks or an index or indices of other stocks.
b. Grant of SARs. SARs may be granted in tandem with, or
independently of, Options granted under the Plan. An SAR granted in tandem with
an Option which is not an ISO may be granted either at or after the time the
Option is granted. An SAR granted in tandem with an ISO may be granted only at
the time the Option is granted.
c. Exercise of SARs. An SAR not granted in tandem with an Option
will become exercisable at such time or times, and on such conditions, as the
Committee may specify. An SAR granted in tandem with an Option will be
exercisable only at such times, and to the extent, that the related Option is
exercisable. An SAR granted in tandem with an ISO may be exercised only when the
market price of the Shares subject to the Option exceeds the exercise price of
such Option.
(3)
<PAGE>
The Committee may at any time and from time to time accelerate the time at which
all or part of the SAR may be exercised.
8. RESTRICTED STOCK
A Restricted Stock Award entitles the recipient to acquire Shares,
subject to certain restrictions or conditions, for no cash consideration, if
permitted by applicable law, or for such other consideration as determined by
the Committee. The Award may be subject to such restrictions, conditions and
forfeiture provisions as the Committee may determine, including, but not limited
to, restrictions on transfer, continuous service with the Company or any of its
subsidiaries; achievement of business objectives, and individual, unit and
Company performance. Subject to such restrictions, conditions and forfeiture
provisions as may be established by the Committee, any Participant receiving an
Award will have all the rights of a shareholder of the Company with respect to
Shares of Restricted Stock, including the right to vote the Shares and the right
to receive any dividends thereon.
9. DEFERRED STOCK
A Deferred Stock Award entitles the recipient to receive Shares to
be delivered in the future. Delivery of the Shares will take place at such time
or times, and on such conditions, as the Committee may specify. The Committee
may at any time accelerate the time at which delivery of all or any part of the
Shares will take place. At the time any Deferred Stock Award is granted, the
Committee may provide that the Participant will receive an instrument evidencing
the Participant's right to future delivery of Deferred Stock.
10. TRANSFERS
No Award (other than an Award in the form of an outright transfer
of cash or Stock) may be assigned, pledged or transferred other than by will or
by the laws of descent and distribution and during a Participant's lifetime will
be exercisable only by the Participant or, in the event of a Participant's
incapacity, his or her guardian or legal representative.
11. ADJUSTMENTS
a. In the event of a stock dividend, stock split or combination of
Shares, recapitalization or other change in the Company's capitalization, or
other distribution to holders of the Company's Common Stock other than normal
cash dividends, after the effective date of the Plan, the Committee will make
any appropriate adjustments to the maximum number of Shares that may be
delivered under the Plan and to any Participant under Section 4 above.
b. In any event referred to in paragraph (a), the Committee will
also make any appropriate adjustments to the number and kind of Shares of Stock
or securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by
such change. The Committee may also make such adjustments to take into account
material changes in law or in accounting practices or principles, mergers,
consolidations, acquisitions, dispositions or similar corporate transactions, or
any other event, if it is determined by the Committee that adjustments are
appropriate to avoid distortion in the operation of the Plan.
(4)
<PAGE>
12. RIGHTS AS A SHAREHOLDER
Except as specifically provided by the Plan, the receipt of an
Award will not give a Participant rights as a shareholder; the Participant will
obtain such rights, subject to any limitations imposed by the Plan or the
instrument evidencing the Award, upon actual receipt of Shares. However, the
Committee may, on such conditions as it deems appropriate, provide that a
Participant will receive a benefit in lieu of cash dividends that would have
been payable on any or all Shares subject to the Participant's Award had such
Shares been outstanding.
13. CONDITIONS ON DELIVERY OF STOCK
The Company will not be obligated to deliver any Shares pursuant
to the Plan or to remove any restrictions or legends from Shares previously
delivered under the Plan until, (a) in the opinion of the Company's counsel, all
applicable Federal and state laws and regulations have been complied with, (b)
if the outstanding Shares are at the time listed on any stock exchange, until
the Shares to be delivered have been listed or authorized to be listed on such
exchange upon official notice of notice of issuance, and (c) until all other
legal matters in connection with the issuance and delivery of such Shares have
been approved by the Company's counsel. If the sale of Shares has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the Award, such representations and
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Shares bear an appropriate legend restricting transfer. If an Award is exercised
by the Participant's legal representative, the Company will be under no
obligation to deliver Shares pursuant to such exercise until the Company is
satisfied as to the authority of such representative.
14. TAX WITHHOLDING
The Company will have the right to deduct from any cash payment
under the Plan taxes that are required to be withheld and further to condition
the obligation to deliver or vest Shares under this Plan upon the Participant's
paying the Company such amount as it may request to satisfy any liability for
applicable withholding taxes. The Committee may in its discretion permit
Participants to satisfy all or part of their withholding liability by delivery
of Shares with a Fair Market Value equal to such liability or by having the
Company withhold from Stock delivered upon exercise of an Award, Shares whose
Fair Market Value is equal to such liability.
15. MERGERS; ETC.
In the event of any merger or consolidation involving the Company,
any sale of substantially all of the Company's assets or any other transaction
or series of related transactions as a result of which a single person or
several persons acting in concert own a majority of the Company's then
outstanding Stock (such merger, consolidation, sale or other transaction being
hereinafter referred to as a "Transaction"), all outstanding Options and SARs
shall become
(5)
<PAGE>
immediately exercisable and each outstanding share of Restricted Stock and each
outstanding Deferred Stock Award shall immediately become free of all
restrictions and conditions. Upon consummation of the Transaction, all
outstanding Options and SARs shall terminate and cease to be exercisable. There
shall be excluded from the foregoing any Transaction as a result of which (a)
the holders of Stock prior to the Transaction retain or acquire securities
constituting a majority of the outstanding voting Common Stock of the acquiring
or surviving corporation or other entity and (b) no single person owns more than
half of the outstanding voting Common Stock of the acquiring or surviving
corporation or other entity. For purposes of this Section, voting Common Stock
of the acquiring or surviving corporation or other entity that is issuable upon
conversion of convertible securities or upon exercise of warrants or options
shall be considered outstanding, and all securities that vote in the election of
directors (other than solely as the result of a default in the making of any
dividend or other payment) shall be deemed to constitute that number of shares
of voting Common Stock which is equivalent to the number of such votes that may
be cast by the holders of such securities.
In lieu of the foregoing, if there is an acquiring or surviving
corporation or entity, the Committee may by vote of a majority of the members of
the Committee who are Continuing Directors (as defined below), arrange to have
such acquiring or surviving corporation or entity or an Affiliate (as defined
below) thereof grant to Participants holding outstanding Awards replacement
Awards which, in the case of ISOs, satisfy, in the determination of the
Committee, the requirements of Section 425 (e) of the Code. The term "Continuing
Director" shall mean any director of the Company who (i) is not an Acquiring
Person or an Affiliate of an Acquiring Person and (ii) either was (A) a member
of the Board of Directors of the Company on the effective date of the Plan or
(B) nominated for his or her initial term of office by a majority of the
Continuing Directors in office at the time of such nomination. The term
"Acquiring Person" shall mean, with respect to any Transaction, each Person who
is a party to or a participant in such Transaction or who, as a result of such
Transaction, would (together with other Persons acting in concert) own a
majority of the Company's outstanding Common Stock; provided, however, that none
of the Company, any wholly-owned subsidiary of the Company, any employee benefit
plan of the Company or any trustee in respect thereof acting in such capacity
shall, for purposes of this Section, be deemed an "Acquiring Person." The term
"Affiliate", with respect to any Person, shall mean any other Person who is, or
would be deemed to be an "affiliate" or an "associate" of such Person within the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended. The term
"Person" shall mean a corporation, association, partnership, joint venture,
trust, organization, business, individual or government or any governmental
agency or political subdivision thereof.
16. AMENDMENTS AND TERMINATION
The Committee will have the authority to make such amendments to
any terms and conditions applicable to outstanding Awards as are consistent with
this Plan provided that, except for adjustments under Section 11 hereof, no such
action will modify such Award in a manner adverse to the Participant without the
Participant's consent except as such modification is provided for or
contemplated in the terms of the Award.
(6)
<PAGE>
The Board may amend, suspend or terminate the Plan without
shareholder approval.
17. NO GUARANTEE OF EMPLOYMENT
The grant of an Award under this Plan shall not constitute an
assurance of continued employment for any period.
18. MISCELLANEOUS
This Plan shall be governed by and construed in accordance with
the laws of the State of Delaware.
(7)
<PAGE>
(215) 994-1000
June 21, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Dimensional Visions Group, Ltd. Registration Statement
on Form S-8
Dear Sir/Madam:
As counsel to Dimensional Visions Group, Ltd., a Delaware
corporation (the "Company"), we are familiar with the corporate proceedings
relating to the proposed registration on Form S-8, which is to be filed with the
Securities and Exchange Commission on or about June 21, 1996 (the "Registration
Statement"), of 10,000,000 shares of the Company's Common Stock (the "Shares")
issuable pursuant to the Company's 1996 Equity Incentive Plan (the "Equity
Incentive Plan").
We have examined the Company's Certificate of Incorporation, as
amended, the Company's By-Laws, as amended, and related minutes of action taken
by, as well as related consents executed by, the Board of Directors of the
Company, and such other documents and corporate records relating to the Company
and the proposed issuance and sale of the Shares as we deemed appropriate for
purposes of rendering this opinion.
Based upon the foregoing, it is our opinion that, when the Shares
are sold in the manner and for the consideration described in the Equity
Incentive Plan as the case may be, the Shares will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to all references made to this firm included in
the Registration Statement.
Very truly yours,
/s/ MESIROV GELMAN JAFFE CRAMER & JAMIESON
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Dimensional Visions Group, Ltd.
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated September
18, 1995 included in Dimensional Visions Group, Ltd.'s Annual Report on Form
10-KSB/A for the fiscal year ended June 30, 1995, and to all references to our
firm included in or made a part of this registration statement.
/s/ Gitomer & Berenholz, P.C.
-----------------------------
Gitomer & Berenholz, P.C.
Jenkintown, PA
June 19, 1996
