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As Filed with the Securities and Exchange Commission on October 13, 2000
REGISTRATION NO. 333-53159
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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)
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DELAWARE 75-2528700
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
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2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
(972) 488-7200
(Address of Principal Executive Offices)
VIEWCAST.COM, INC.
EMPLOYEE STOCK PURCHASE 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 Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Amount to be Registered(1) Price per Share(2) Aggregate Offering Price(2) Registration Fee
--------------------------- -------------------------- ------------------------- --------------------------- ----------------
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Common Stock 250,000 shares $1.72 $430,000 $113.52
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(1) This registration statement ("Registration Statement") is being filed
for purposes of registering the 250,000 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. Employee
Stock Purchase 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.
(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. 333-53159
including all attachments and exhibits thereto, on Form S-8, which was filed for
ViewCast's Employee Stock Purchase Plan (the "Plan") with the Securities and
Exchange Commission on May 20, 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 Plan have
been changed to reflect the Registrant's new name.
The Employee Stock Purchase Plan is being amended to increase the
shares available from 250,000 to 500,000, for a total increase of 250,000
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/ 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 Employee 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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