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As filed with the Securities and Exchange Commission on January 8, 2001
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________
DTVN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0404904
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
635 West Campbell Road, Suite 130 75080
Richardson, Texas (Zip Code)
(Address of principal executive offices)
2000 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
HUGH D. SIMPSON
President and Chief Executive Officer
DTVN Holdings, Inc.
635 West Campbell Road, Suite 130
Richardson, Texas 75080
(972) 783-0284
(Name, address, and telephone number,
including area code, of agent for service)
with a copy to:
ALAN HARVEY
Baker & McKenzie
1301 McKinney Street, Suite 3300
Houston, Texas 77010
(713) 427-5000
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Offering Price Per Aggregate Offering Registration
Registered (1) Security (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par 7,000,000 $0.5625 $3,937,500 $984.38
value per share Shares
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</TABLE>
(1) These shares represent shares of common stock of DTVN Holdings, Inc. (the
"Company"), $.001 par value per share (the "Common Stock"), which have come
available for issuance under the Company's 2000 Stock Option and Restricted
Stock Plan (the "Plan"). Pursuant to Rule 416 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), there are also
being registered such additional shares of Common Stock as may become
issuable pursuant to the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act on the basis
of the average of the high and low sales prices of the Common Stock on
January 4, 2001, as reported on the OTC Bulletin Board.
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PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by DTVN Holdings, Inc. ("the Company"),
are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999;
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 2000, June 30, 2000, and September 30, 2000;
(c) The Company's Current Reports on Form 8-K filed with the Commission
on February 2, 2000, May 24, 2000, June 19, 2000, October 10, 2000,
and December 21, 2000, and the Company's Current Report on Form 8-
K/A filed with the Commission on August 16, 2000; and
(d) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A, dated July 13, 1993,
including any amendment filed for the purpose of updating this
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Exculpation
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for any
unlawful payment of dividends, or unlawful stock purchase or redemption, or for
any transaction from which the director derived an improper personal benefit.
Article VIII (A) of the Company's Certificate of Incorporation, as
amended, provides that to the full extent that the Delaware General Corporation
Law permits the limitation or elimination of the liability of directors, a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty
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as a director. Any amendment or repeal of such Article VIII (A) will not
adversely affect any right or protection of a director of the Company for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
Indemnification
Section 145 of the Delaware General Corporation Law permits a
corporation to, under certain circumstances, indemnify any director, officer,
employee, or agent of a corporation who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation. A corporation may thus
indemnify the person against expenses, attorneys' fees, judgments, fines and
amounts paid in settlement that are actually and reasonably incurred in the suit
or proceeding.
Article VIII (B) of the Company's Certificate of Incorporation requires
indemnification of directors and officers to the full extent permitted under the
Delaware General Corporation Law. Subject to any restrictions imposed by the
Delaware General Corporation Law, Article VIII of the Company's Bylaws provide a
right to indemnification for all expense, liability and loss (including
attorneys' fees) actually and reasonably incurred by any person in connection
with any actual or threatened proceeding by reason of the fact that such person
is or was serving as a director or officer of the Company or that, being or
having been such a director or officer of the Company, such person is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
if he acted in good faith and in a manner he reasonably believed to be in the
best interest of the corporation. The Company's Bylaws also provide that the
Company may, by action of its Board of Directors, provide indemnification to its
employees or agents with the same scope and effect as the foregoing
indemnification of directors and officers.
In conjunction with the indemnification provisions of the Company's
Certificate of Incorporation and its Bylaws, the Company plans to enter into
indemnification agreements with its directors and officers.
Section 8.3 of the Company's Bylaws permits the Company to purchase
insurance coverage for officers, directors, employees and agents for liability
arising out of such status, whether or not the Company would have the power to
indemnify them.
The Company has purchased a liability insurance policy covering
directors and officers of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 2000 Stock Option and Restricted Stock Plan
5.1 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
23.3 Consent of Hein + Associates LLP
23.4 Consent of Arthur Andersen LLP
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Item 9. Undertakings
(a) The Company hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information 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 low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Richardson, State of Texas, on January 8, 2001.
DTVN HOLDINGS, INC.
By: /s/ Hugh D. Simpson
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Name: HUGH D. SIMPSON
Title: President, Chief Executive Officer, and
Chairman of the Board
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.
Name Title Date
---- ----- ----
President, Chief Executive Officer
and Chairman of the Board
/s/ Hugh D. Simpson (principal executive officer) January 8, 2001
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Hugh D. Simpson
Chief Financial Officer and
Director (principal financial and January 8, 2001
/s/ Marcia C. Kennedy accounting officer)
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Marcia C. Kennedy
/s/ Amar Budarapu Director January 8, 2001
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Amar Budarapu
/s/ Robert E. Conn Director January 8, 2001
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Robert E. Conn
/s/ David G. Olson Director January 8, 2001
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David G. Olson
/s/ G. Edward Powell Director January 8, 2001
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G. Edward Powell
/s/ Robert A. Veschi Director January 8, 2001
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Robert A. Veschi
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 2000 Stock Option and Restricted Stock Plan
5.1 Opinion of Baker & McKenzie
23.1 Consent of Baker & McKenzie (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
23.3 Consent of Hein + Associates LLP
23.4 Consent of Arthur Andersen LLP
