As filed with the Securities and Exchange Commission on January 17, 1997
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
nVIEW Corporation
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1413745
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
860 Omni Boulevard
Newport News, Virginia 23606
(Address of Principal Executive Office) (Zip Code)
nVIEW Corporation
1996 Non-Employee Director Stock Option Plan
and
nVIEW Corporation
1996 Employee Stock Option Plan
(Full Title of the Plan)
Jody M. Wagner, Esq.
Kaufman & Canoles
P. O. Box 3037
Norfolk, VA 23514-3037
(Name and Address of Agent for Service)
(757) 624-3294
(Telephone Number, Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
<S> <C>
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee(1)
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock,
no par value 100,000 $4.13 $413,000 $142.41
Common Stock,
no par value 120,000 $4.13 $495,600 $170.90
==============================================================================================================================
</TABLE>
(1) Pursuant to rules 457(c) and 457(h), the registration fee was computed
using $4.13 per share of Common Stock, the average of the high and the low
sales prices of the Common Stock reported by the consolidated reporting
system of the National Association of Securities Dealers, Inc. National
Market System as of January 15, 1997.
------------------------
Exhibit Index can be found on page 8.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AND NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference.
The following documents of nVIEW Corporation, a Virginia corporation
(the "Company"), filed with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K, as amended, for
the Company's fiscal year ended December 31, 1995 filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) All reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the Company's fiscal year ended December 31,
1995.
(c) The description of the Company's Common Stock registered
under the 1934 Act contained in the Company's Registration Statement on Form 8-A
(File No. 0-19492), which became effective on October 29. 1991.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 since the
Company's fiscal year ended December 31, 1995.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
Item 4: Description of Securities.
Not applicable.
Item 5: Interests of the Named Experts and Counsel.
Not applicable.
Item 6: Indemnification of Directors and Officers.
Section 13.1-692.1 of the Virginia Stock Corporation Act (the "Act")
provides that in any proceeding brought by or in the right of a corporation or
brought by or on behalf of shareholders of the corporation, the damages assessed
against an officer or director arising out of a single transaction, occurrence
or course of conduct shall not exceed the lesser of (1) the monetary amount,
including the elimination of liability, specified in the articles of
incorporation or, if approved by the shareholders, in the bylaws as a limitation
on or elimination of the liability of the officer or director, or (2) the
greater of (i) $100,000 or (ii) the amount of cash compensation received by the
officer or director from the corporation
2
<PAGE>
during the 12 months immediately preceding the act or omission for which
liability was imposed. The liability of an officer or director may not be
limited under this section of the Act if the officer or director engaged in
willful misconduct or a knowing violation of the criminal law or of any federal
or state securities law, including, without limitation, any claim of unlawful
insider trading or manipulation of the market for any security.
Section 13.1-697 of the Act authorizes a Virginia corporation to
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding. A Virginia corporation
may not indemnify a director under this section in connection with a proceeding
by or in the right of the corporation in which the director was adjudged liable
to the corporation or in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Section 13.1-698 provides that, unless limited by
its Articles of Incorporation, a Virginia corporation must indemnify a director
who entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding. Section 13.1-702 of the Act
authorizes a Virginia corporation to indemnify its officers, employees or agents
to the same extent as directors.
The Company's Articles of Incorporation provide that to the full extent
that the Act permits the limitation or elimination of the liability of directors
or officers, a director or officer of the Company shall not be liable to the
Company or its shareholders for monetary damages. The Company's Articles of
Incorporation also provide that to the full extent permitted and in the manner
prescribed by the Act and any other applicable law, the Company shall indemnify
a director or officer of the Company who is or was a party to any proceeding by
reason of the fact that he is or was such a director or officer or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Any aforesaid reference to directors, officers, employees
or agents includes former directors, officers, employees and agents and their
respective heirs, executors and administrators.
Officers and directors of the Company are covered by insurance that
(with certain exceptions and within certain limitations) indemnifies them
against losses and liabilities arising from an alleged "harmful act," including
any alleged error or misstatement or misleading statement or wrongful act or
omission or neglect or breach of duty.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
<TABLE>
<CAPTION>
Number Description
<S> <C>
4.1 Articles of Incorporation of nVIEW Corporation, as
amended (incorporated herein by reference to the
Registrant's Registration Statement on Form S-1,
Registration No. 33-44442, filed with the Securities and
Exchange Commission on December 17, 1991)
4.2 Bylaws of nVIEW Corporation (incorporated herein by
reference to the Registrant's Registration Statement on
Form S-1, Registration No. 33-44442, filed with the
Securities and Exchange Commission on December 17, 1991).
3
<PAGE>
4.3 Form of nVIEW Corporation Common Stock Certificate
(incorporated by reference to the Registrant's
Registration Statement on Form S-1, Registration No.
33-44442, filed with the Securities and Exchange
Commission on December 17, 1991).
5.1 Opinion of Kaufman & Canoles, filed herewith.
23.1 Consent of KPMG Peat Marwick, LLP, filed herewith.
23.2 Consent of Kaufman & Canoles (included in opinion filed
as Exhibit 5.1 to this Registration Statement).
24 Powers of Attorney (included on the signature pages of
this Registration Statement).
99.1 nVIEW Corporation 1996 Non-Employee Director Stock Option
Plan. (Incorporated herein by reference to the
Registrant's 10-Q for the quarter ended June 30, 1996,
Commission File No. 0-19492, previously filed with the
Commission.)
99.2 nVIEW Corporation 1996 Employee Stock Option Plan.
(Incorporated herein by reference to the Registrant's
10-Q for the quarter ended June 30, 1996, Commission File
No. 0-19492, previously filed with the Commission.)
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 to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, 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
4
<PAGE>
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 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Newport News, Commonwealth of Virginia, on January
17, 1997.
nVIEW CORPORATION
By: /s/ Angelo Gustaferro
Angelo Gustaferro, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person in so signing, also makes,
constitutes and appoints James H. Vogeley and Angelo Gustaferro, and each of
them individually, his true and lawful attorney-in-fact in this place and stead,
to execute and cause to be filed with the Securities and Exchange Commission any
and all amendments to this Registration Statement.
Signature
/s/ Angelo Gustaferro January 17, 1997
Angelo Gustaferro, Chairman of the
Board & Chief Executive Officer
/s/ Jerry W. Stubblefield January 17, 1997
- ------------------------------------------------------
Jerry W. Stubblefield, Vice President,
Finance, Treasurer, Chief Financial
Officer, Principal Accounting Officer
/s/ James H. Vogeley January 17, 1997
- ------------------------------------------------------
James H. Vogeley, Director,
Chief Technology Officer
/s/ Stephen C. Adams January 17, 1997
- ----------------------------------------------------
Stephen C. Adams, Director
6
<PAGE>
/s/ Edgar M. Cortright January 17, 1997
- ----------------------------------------------------
Edgar M. Cortright, Director
/s/ Dr. Joseph G. Morone January 17, 1997
- ----------------------------------------------------
Dr. Joseph G. Morone, Director
/s/ Grant T. Hollett, Jr. January 17, 1997
- --------------------------------------------------------------
Grant T. Hollett, Jr., Director
7
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith unless
otherwise indicated:
</TABLE>
<TABLE>
<CAPTION>
Sequential
Number Description Page Number
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
4.1 Articles of Incorporation of nVIEW Corporation, as amended (incorporated herein by *
reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-
44442, filed with the Securities and Exchange Commission on December 17, 1991).
4.2 Bylaws of nVIEW Corporation (incorporated herein by reference to the Registrant's *
Registration Statement on Form S-1, Registration No. 33-44442, filed with the Securities
and Exchange Commission on December 17, 1991).
4.3 Form of nVIEW Corporation Common Stock Certificate (incorporated by reference to the *
Registrant's Registration Statement on Form S-1, Registration No. 33-44442, filed with
the Securities and Exchange Commission on December 17, 1991).
**5.1 Opinion of Kaufman & Canoles, filed herewith.
**23.1 Consent of KPMG Peat Marwick, LLP, filed herewith.
23.2 Consent of Kaufman & Canoles (Included in Opinion Filed as Exhibit 5.1 to this
Registration Statement).
24 Powers of Attorney (included on pages 6 and 7 of this Registration Statement).
99.1 nVIEW Corporation 1996 Non-Employee Director Stock Option Plan. (Incorporated *
herein by reference to the Registrant's 10-Q for the quarter ended June 30, 1996,
Commission File No. 0-19492, previously filed with the Commission.)
99.2 nVIEW Corporation 1996 Employee Stock Option Plan. (Incorporated herein by *
reference to the Registrant's 10-Q for the quarter ended June 30, 1996, Commission File
No. 0-19492, previously filed with the Commission.)
</TABLE>
- -------------------------------------------------------------------------------
* Not filed herewith. In Accordance with Rule 12b-32 of the General Rules and
Regulations under the Securities Exchange Act of 1934, the exhibit is
incorporated by reference.
** Filed herewith.
EXHIBIT 5.1
January 17, 1997
nVIEW Corporation
860 Omni Boulevard
Newport News, VA 23606
Dear Sirs:
In connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of (i)
100,000 shares of Common Stock, no par value, of nVIEW Corporation (the
"Company"), which may be issued pursuant to the terms of the Company's 1996
NonEmployee Director Stock Option Plan (the "Director Plan"), and (ii) 120,000
shares of Common Stock, no par value, which may be issued pursuant to the terms
of the Company's 1996 Employee Stock Option Plan ("Employee Plan") (the Director
Plan and Employee Plan collectively the "Plans") we hereby advise you that in
our opinion that upon issuance pursuant to the terms of the Plans, the shares of
Common Stock which may be issued pursuant thereto will be validly issued, fully
paid and nonassesable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Kaufman & Canoles, P.C.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
nView Corporation:
We consent to incorporation by reference in the registration statement
(No. 33- ) on Form S-8 of nView Corporation and subsidiaries of our report
dated February 9, 1996, related to the consolidated balance sheets of nView
Corporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1995,
and the related schedule, which report appears in the December 31, 1995
annual report on Form 10-K of nView Corporation.
KPMG PEAT MARWICK, LLP
Norfolk, VA
January 17, 1997
