As filed with the Securities and Exchange Commission on April 5, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------------
VIDEONICS, INC.
(Exact name of Registrant as specified in its charter)
California 77-0118151
(State of incorporation) (I.R.S. Employer Identification No.)
1370 Dell Avenue
Campbell, California 95008
(Address of principal executive offices)
--------------------------
Nonstatutory Stock
Option Agreement dated
March 23, 1998 with B. Yeshwant Kamath
(Full title of the Plans)
--------------------------
Gary L. Williams
Chief Financial Officer
VIDEONICS, INC.
1370 Dell Avenue
Campbell, California 95008
(408) 866-8300
(Name, address and telephone number, including area code, of agent for service)
--------------------------
<PAGE>
<TABLE>
Copy to:
Jerrold F. Petruzzelli, Esq.
David M. Pike, Esq.
Manatt, Phelps & Phillips, LLP
3030 Hansen Way, Suite 100
Palo Alto, CA 94304
(650) 812-1300
<CAPTION>
===========================================================================================================
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed Proposed
Maximum Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share Offering Price Registration Fee
- ---------------------------------------- -------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
Nonstatutory Stock Option Agreement
with B. Yeshwant Kamath
Common Stock, no par value 120,000 shares $2.125(2) $ 255,000 $ 68
TOTAL 120,000 shares $ 255,000 $ 68
<FN>
- ----------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any agreement being registered
pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Calculated in accordance with Rule 457(h) under the Securities Act of
1933, as amended.
</FN>
</TABLE>
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) Not Applicable.
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with
the Commission under Section 12 of the Securities Exchange Act
of 1934 and declared effective on December 15, 1994, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant 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 hereby 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.
Certain legal matters with respect to the legality of the issuance of
the common stock registered hereby will be passed upon for the Registrant by
Manatt, Phelps & Phillips, LLP in Palo Alto, California. As of the date of this
Registration Statement, attorneys of Manatt, Phelps & Phillips, LLP beneficially
own or control an aggregate of 137,000 shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. California law provides that a corporation's articles of
incorporation may eliminate or limit the personal liability of directors for
monetary damages for breach of their fiduciary duties as directors, except
liability for: (i) acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law; (ii) acts or omissions that a director
believes to be contrary to the best interest of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director; (iii) any transaction from which a director derived an improper
personal benefit; (iv) acts or omissions
3
<PAGE>
that show a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders; (v) acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders; (vi)
unlawful payments of dividends or unlawful stock repurchases or redemptions,
unlawful distribution of assets to shareholders or unlawful loans or guarantees
to directors, officers and others; or (vii) any transaction between a director
and the Company.
The Bylaws of the Registrant further provide for indemnification of
corporate agents to the maximum extent permitted by the California Corporations
Code.
In addition, the Registrant has entered into Indemnification Agreements
with its officers and directors containing provisions that are in some respects
broader than the specific indemnification provisions contained in the California
Corporations Code. The indemnification agreements may require the Registrant to
(i) indemnify its directors and officers against liabilities that may arise by
reason of their status or service as directors or officers, other than
liabilities arising from willful misconduct of a culpable nature; (ii) advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified; and (iii) obtain directors' and officers' insurance,
if available on reasonable terms. At present, there is no pending litigation or
proceeding involving any director, officer, employee or agent of the Registrant
in which indemnification would be required or permitted. The Registrant is not
aware of any threatened litigation or proceeding that might result in a claim
for indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Registrant's Amended and Restated Articles of Incorporation
dated December 19, 1994.(1)
4.2 Registrant's Amended and Restated Bylaws as adopted by the
Board of Directors on October 27, 1994.(1)
4.3 Nonstatutory Stock Option Agreement dated March 23, 1998 by
and between Registrant and B. Yeshwant Kamath.
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit
5.1).
- -----------------------
(1) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.
4
<PAGE>
23.2 Consent of PricewaterhouseCoopers LLP independent auditors.
24.1 Power of Attorney (see page 7).
Item 9. Undertakings.
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 the registration statement or any material change to such
information in the registration statement.
(2) that, for purposes 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.
(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.
The undersigned 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 Section 15(d) of the
Exchange Act 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 the time shall be deemed
to be initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 hereunder, the Registrant
will, unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
[Signature Pages Follow]
5
<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 Campbell, State of California, on this 5th day of
April, 2000.
VIDEONICS, INC.
By: /s/ Michael L. D'Addio
-------------------------------
Chief Executive Officer
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael L. D'Addio and Gary L. Williams,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, 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 as he might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his substitute or substitutes, may do or cause to be done by virtue hereof.
<TABLE>
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.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
/s/ Michael L. D'Addio Chairman of the Board and Chief April 5, 2000
------------------------------ Executive Officer (Principal
Michael L. D'Addio Executive Officer)
/s/ Gary L. Williams Vice President of Finance and April 5, 2000
------------------------------ Chief Financial Officer
Gary L. Williams (Principal Financial Officer and
Principal Accounting Officer)
/s/ Mark C. Hahn Director April 5, 2000
------------------------------
Mark C. Hahn
/s/ Carl E. Berg Director April 5, 2000
------------------------------
Carl E. Berg
/s/ N. William Jasper, Jr. Director April 5, 2000
------------------------------
N. William Jasper, Jr.
</TABLE>
7
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- ------
4.1 Registrant's Amended and Restated Articles of Incorporation
dated December 19, 1994.(1)
4.2 Registrant's Amended and Restated Bylaws as adopted by the
Board of Directors on October 27, 1994.(1)
4.3 Nonstatutory Stock Option Agreement dated March 23, 1998 by
and between Registrant and B. Yeshwant Kamath.
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP independent auditors.
24.1 Power of Attorney (see page 7).
- ----------------------
(1) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.
NONSTATUTORY STOCK OPTION
ACCEPTANCE LETTER
-----------------
(also referred to as "Agreement")
TO: B. Yeshwant Kamath Grant Date: 3/23/98
We are pleased to notify you (also referred to as "Optionee") that
VIDEONICS, INC., a California corporation (the "Company"), hereby grants to you
an option ("Option") to purchase all or any part of 320,000 shares (although no
fractional shares may be purchased) of the Common Stock of the Company at the
price of $2.125 per share (the "Exercise Price") and "Optioned Shares") as a
Nonstatutory Stock Option authorized by the Board of Directors. A Nonstatutory
Stock Option is an option not described in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
This Option cannot be exercised unless you first sign this document in
the place provided and return it to the Assistant Secretary of the Company,
James A. McNeill. However, your signing and delivering this letter will not bind
you to purchase any of the shares subject to the Option. Your obligation to
purchase shares arises only when you exercise this Option in the manner set
forth in Paragraph 1 below.
1. Term of Option and Exercise of Option. Subject to the terms and
conditions of this Acceptance Letter, this Option can be exercised by you during
a period of ten (10) years from the Grant Date. Your first vesting date is
5/31/98, with 40,000 shares becoming vested on that date. 40,000 shares will
vest every six months thereafter until the final vesting date of 11/30/2001, at
which point all shares will be vested, provided that you have remained a Company
employee throughout such period or unless you and the Company have otherwise
agreed in a writing singed by an authorized Company officer.
Any portion of the Option that you do not exercise shall accumulate and
can be exercised by you at any time prior to the exception of ten (10) years
from the Grant Date.
This Option may be exercised by delivering to the Assistant Secretary
of the Company full payment for an amount equal to the total Exercise Price of
such shares being exercised and a written notice in a form substantially as
attached hereto or otherwise satisfactory to the Company, signed by you and
specifying the number of shares you then desire to purchase.
Upon receipt of your notice to exercise shares, the Company will advise
you of any additional amount which may be due for federal and state taxes on the
difference between your Exercise Price and the current fair market value of the
Company's stock on the exercise date. You acknowledge your personal liability to
pay said taxes and that Company has no obligation to deliver any Optioned Shares
or other payments to you upon the exercise of the Option and sale of any
Optioned Shares without payment of such taxes.
Certificates for shares so purchased will be issued as soon as
practicable, but no fractional shares shall be delivered. As a holder of the
Option, you shall have no rights of a
<PAGE>
shareholder with respect to the Optioned Shares until shares shall have been
issued to you upon the exercise of this Option.
The Company shall not be obligated to deliver any shares hereunder for
such period as may be required by it with reasonable diligence to comply with
applicable federal or state statutes, laws and regulations. As of the Grant
Date, you understand that the Option and the Optioned Shares have not been
registered under the Securities Act of 1933 and the rules and regulations of the
Securities and Exchange Commission ("SEC") promulgated thereunder. You further
understand that absent such registration or the obtaining of an exemption
therefrom, the Optioned Shares may not be sold or transferred for value. In its
discretion, the Company will use reasonable efforts to cause the Optioned Shares
to be registered under a Form S-8, S-3 or other SEC form described for such
purpose within the four (4) year term of the Option vesting period. You further
understand that as an executive officer and director of the Company, any
exercise of shares under this Option shall be subject to the insider trading
regulations and rules as are promulgated by the SEC from time to time, and that
violation thereof may create criminal or civil liabilities and penalties.
2. Termination of Employment. Subject to other written agreement
between you and the Company, if your full time employment with the Company
terminates for any reason other than death or disability, this Option may be
exercised only within three (3) months of such event to the extent that is was
vested on the date of termination, but in no event may this Option be exercised
after ten (10) years from the Grant Date. If you are granted a leave of absence,
you shall be deemed to be still in the employ of the Company, except that you
may not exercise the Option during such leave of absence. Additional terms in
your employment letter modify this clause. You shall have no right to exercise
any Optioned Shares which have not vested as of the termination date.
3. Death or Disability. If you die or are disabled while employed by
the Company, this Option may be exercised in whole or in part by the duly
authorized executor of your last Will or by the duly authorized administrator or
special administrator of your estate, as the case may be, within a period of one
(1) year, or for such longer period as the Company's Board of Directors may fix,
at its discretion, but only to the extent that the Option was vested on the date
of your death or disability, again subject to exercise no more than after ten
(10) years from the Grant Date. Your estate shall mean yourself or your legal
representative or any person who acquires the right to exercise an Option, as
the case may be, by reason of your death or disability.
4. Non-transferability of Option. This Option shall not be transferable
except by Will or the laws of descent and distribution, and this Option may be
exercised during your lifetime only by you. Any purported transfer or assignment
of this Option shall be void and of no effect, and in such circumstance, the
Company shall have the right to terminate this Option as of the date of such
purported transfer or assignment.
5. Method of Exercise. This Option may be exercised with respect to all
or any part of any vested Optioned Shares by giving the Company written notice
of such exercise, specifying the number of shares as to which this Option is so
exercised and accompanied by cash, check, bank draft, or money order payable to
the order of the Company for an amount in
2
<PAGE>
lawful money of the United States equal to the Exercise Price multiplied by the
number of said shares. You may also exercise the vested Optioned Shares by using
any increase in the value of the Optioned Shares in excess of the Exercise Price
for the number of shares as to which you exercise the Option. In such instance,
you shall receive a number of shares equal to the difference in value between
fair market on the exercise date and the Exercise Price for the Optioned Shares
being exercised, subject to any deduction also being taken as required for
income taxes due on the difference which the Company is required to withhold.
As soon as practical after receipt of such notice, and payment of any
taxes due, the Company shall, without transfer or issue tax or other incidental
expense to you or your successor, transfer and deliver thereto at the office of
the Company or such other place as may be mutually agreeable a certificate or
certificates for such shares of its common stock; provided, however, that the
time of such delivery may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with applicable registration
requirements under the Securities Exchange Act of 1934, as amended, any
applicable listing requirements of any national securities exchange, and
requirements under any other laws or regulations applicable to the issuance or
transfer of such shares.
6. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Common Stock of the Company by reason of stock
dividends, recapitalization, mergers, consolidations, split-up, combinations or
exchanges of shares and the like, the aggregate number or class of shares
subject to this Option immediately prior to such event and the Exercise Price
shall be appropriately adjusted by the Board of Directors on a proportional
basis so that the total Exercise Price and the economic benefits to which you
are entitled upon exercise of the Option shall remain the same and any such
adjustment by the Board of Directors in good faith shall be conclusive. For
example, if the Company splits its outstanding Common Stock 2:1 such that for
every outstanding share, one new share is issued, then the number of Optioned
Shares then remaining unexercised under the Option shall double and the per
share Exercise Price shall be one-half of the prior price. By way of further
example, if the Company combines its outstanding Common Stock in a reverse stock
split on a 1:2 basis such that for every two shares outstanding only one share
remains outstanding, then the number of Optioned Shares remaining unexercised
under the Option shall be reduced by half and the per share Exercise Price shall
double.
7. Tax Status. Your treatment of shares purchased pursuant to the
exercise of the Option thereafter may have significant tax consequences. You may
wish to consult your tax advisor with respect to the tax consequences to you
upon exercise of the Option or sale of the stock that you acquire pursuant to
this Option. You alone are responsible for any tax liability associated with the
exercise of the Optioned Shares.
8. Accredited Investor. Optionee represents that he is an accredited
investor as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act. Optionee hereby confirms that the Option (and Common Stock
issuable upon exercise thereof) will be acquired for investment for the
Optionee's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that the Optionee has no present
intention of selling, granting any participation in, or otherwise distributing
the same. By executing this
3
<PAGE>
Agreement, Optionee further represents that Optionee does not presently have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Option or Optioned Shares. The Optionee represents that he
has full power and authority to enter into this Agreement.
9. Disclosure of Information. Optionee has had an opportunity to
discuss the Company's business, management, financial affairs and the terms and
conditions of the offering of the Option with the Company's management and has
had an opportunity to review the Company's facilities. Optionee understands that
such discussions, as well as the written information issued by the Company, were
intended to describe the aspects of the Company's business which it believes to
be material. Optionee is an executive officer of the Company and a member of the
Company's Board of Directors.
10. Restricted Securities. Optionee understands that the Option and
Option Shares have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"). Optionee understands that the Option and Option
Shares are characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such Option and Option Shares may be resold without registration under the
Securities Act only in certain limited circumstances. Optionee acknowledges that
the Option and Option Shares must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is
available. Optionee is aware of the provisions of Rule 144 promulgated under the
Securities Act which permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among
other things, the existence of a public market for the shares, the availability
of certain current public information about the Company, the resale occurring
not less than one (1) year (two years for persons are "affiliates") after a
party has purchased and paid for the security to be sold, the sale being
effected through a "broker's transaction" or in transactions directly with a
"market maker" (as provided by Rule 144(f) and the number of shares being sold
during any three-month period not exceeding specified limitations. Optionee is
also aware that Rules 701 and 702 under the Securities Act may also enable
Optionee to obtain some liquidity under certain specified circumstances after
Optionee exercises the Option.
11. Legends. The Optionee understands that the Option and Option Shares
and any securities issued in respect thereof or exchange therefor, may bear one
or all of the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
(b) Any legend required by the Blue Sky laws of any state to
the extent such laws are applicable to the shares represented by the certificate
so legended.
4
<PAGE>
12. Brokers of Finders. Optionee has not incurred, and will not incur,
directly or indirectly, as a result of any action taken by the Purchaser any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement.
COMPANY:
VIDEONICS, INC.
a California corporation
By: /s/ Michael L. D'Addio
-----------------------
Michael L. D'Addio
Chief Executive Officer
Address: 1370 Dell Avenue
Campbell, CA 95008
EMPLOYEE:
/s/ B. Yeshwant Kamath
---------------------------
(signature)
Name: B. Yeshwant Kamath
----------------------
(print)
Address:
-------------------
-------------------
-------------------
5
----------------
MANATT
----------------
PHELPS
----------------
PHILLIPS
----------------
ATTORNEYS AT LAW
April 5, 2000
Videonics, Inc.
1370 Dell Avenue
Campbell, California 95008
Re: Videonics, Inc. - Registration Statement on Form S-8 for
Offering of an Aggregate of 120,000 Shares of Common Stock
Gentlemen:
We have acted as counsel to Videonics, Inc., a California corporation
(the "Company") in connection with the Registration Statement on Form S-8 to be
filed on April 5, 2000 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"), covering 120,000 shares of the Company's Common
Stock, no par value (the "Shares"), consisting of 120,000 shares authorized for
issuance under a Nonstatutory Stock Option Acceptance Letter dated March 23,
1998 by and between the Company and B. Yeshwant Kamath (the "Agreement").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate
proceedings taken by the Company in connection with the establishment of the
Agreement and originals, or certified, conformed or reproduction copies, of all
such records, agreements, instruments and documents as we have deemed relevant
or necessary as the basis for the opinion hereinafter expressed. In all such
examinations, we have assumed the genuineness of all signatures on original or
certified copies and the conformity to original or certified copies of all
copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of, certificates and oral or written statements and other information
of or from public officials, officers or representatives of the Company, and
others.
Based upon the foregoing review, we are of the opinion that the Shares,
when issued, delivered and paid for in accordance with the terms of the
Agreement and the Registration Statement, will be duly authorized and validly
issued, fully paid and non-assessable.
MANATT, PHELPS & PHILLIPS, LLP
3030 Hansen Way, Suite 100, Palo Alto, California 94304-1006
o 650-812-1300 o FAX 650-213-0260
Los Angeles o Nashville o Palo Alto o Sacramento o Washington, D.C.
<PAGE>
April 5, 2000
page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent Amendment thereto.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Agreement or the Shares.
Very truly yours,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP
DMP:dmc
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 2000 relating to the
consolidated financial statements and financial statement schedules of
Videonics, Inc., which appears in Videonics's Annual Report on Form 10-K for the
year ended December 31, 1999.
PricewaterhouseCoopersLLP
San Jose, California
April 4, 2000
