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As Filed with the Securities and Exchange Commission on October 13, 2000
REGISTRATION NO. 333-63799
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
VIEWCAST.com, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2528700
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
(972) 488-7200
(Address of Principal Executive Offices)
VIEWCAST.com, INC.
1995 STOCK OPTION PLAN
(Full title of the Plan)
Mr. George C. Platt
Chief Executive Officer
ViewCast.com, Inc.
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
(972) 488-7200
Copy to:
V. Gerard Comizio, Esq.
Thacher Proffitt & Wood
1700 Pennsylvania Avenue, N.W. Suite 800
Washington, D.C. 20006
(202) 347-8400
(Name and address, telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price per Share(2) Aggregate Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 2,000,000 shares $1.72 $3,440,000 $908.16
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(1) This registration statement ("Registration Statement") is being filed for
purposes of registering the 2,000,000 shares of common stock of
ViewCast.com ("ViewCast") par value $0.0001 per share, reserved for the
issuance of awards granted pursuant to the ViewCast.com, Inc. 1995 Stock
Option Plan, as amended ("Plan"). In addition to the shares being
registered hereunder, this Registration Statement also covers an
undetermined number of shares of common stock of ViewCast that, by reason
of certain events specified in the Plan, may become issuable under the Plan
or options granted thereunder.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, shares that may be
granted as restricted stock or acquired through the exercise of options
granted in the future are deemed to be offered at $1.72 per share, the
average of the bid and ask prices of ViewCast common stock at the close of
the day on October 11, 2000 as reported on the Nasdaq National Market.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference, Registration Statement No. 333-63799 including all
attachments and exhibits thereto, on Form S-8, which was filed for ViewCast's
1993 Viewpoint Stock Plan, the 1994 Stock Option Plan, 1995 Stock Option Plan,
and the 1995 Director Stock Plan (the "Plans") with the Securities and Exchange
Commission on September 18, 1998. Effective April 8, 1999, the Registrant
changed its name from MultiMedia Access Corporation to ViewCast.com, Inc.
Accordingly, prior references to MultiMedia Access Corporation in the Plans have
been changed to reflect the Registrant's new name.
The Stock Option Plan is being amended to increase the shares available for
the ViewCast.com, Inc. 1995 Stock Option Plan from 3,900,000 to 5,900,000, for a
total increase of 2,000,000 shares. See Exhibit 10.1 to this Form S-8 for
Amendment No.1 to the Stock Option Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas and State of Texas, on the 13th
day of October, 2000.
ViewCast.com, Inc.
By: /s/ Laurie L. Latham
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Laurie L. Latham
Chief Financial Officer and Sr. Vice
President of Finance and Administration
(principal accounting officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement or amendment thereto has been signed below by the following persons in
the capacities and on the date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ George C. Platt Director, President and Chief Executive Officer October 13, 2000
------------------------------ (principal executive officer)
George C. Platt
/s/ Laurie L. Latham Chief Financial Officer and Senior Vice President October 13, 2000
------------------------------ of Finance and Administration (principal
Laurie L. Latham accounting officer)
/s/ H.T. Ardinger, Jr. Chairman of the Board October 13, 2000
------------------------------
H.T. Ardinger, Jr.
/s/ Joseph Autem Director October 13, 2000
------------------------------
Joseph Autem
/s/ David A. Dean Director October 13, 2000
------------------------------
David A. Dean
/s/ David C. Tucker Director October 13, 2000
------------------------------
David C. Tucker
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of Thacher Proffitt & Wood
10.1 1995 Stock Option Plan Amendment No.1
23.1 Consent of Thacher Proffitt & Wood (contained in opinion filed
as Exhibit 5).
23.2 Consent of Ernst & Young LLP
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