As filed with the Securities and Exchange Commission on July 30, 1997
Registration Statement No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________
MVSI, INC.
(Exact name of Registrant as
specified in its Charter)
Delaware 52-1707718
(State or Jurisdiction (Federal Identification
of Organization) Number)
8133 Leesburg Pike, Suite 750, Vienna, Virginia 22182
(Address of Principal Executive Offices)
___________________________
1997 Stock Option Plan
1997 Employee Stock Purchase Plan
(full title of the plans)
____________________________
Paul W. Richter
General Counsel & Secretary
MVSI, Inc.
8133 Leesburg Pike, Suite 750, Vienna, Virginia 22182
(703) 356-5353
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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<PAGE>
CALCULATION OF REGISTRATION FEE(1)(2)
______________________________________________________________________________
Title of Securities Amount Proposed Proposed Amount
Securities to be to be Maximum Maximum of
Registered Registered Offering Aggregate Registration
Price Per Offering Fee
Share Price
______________________________________________________________________________
Common Stock, $01
par value, Reserved
for Issuance under
1997 Stock Option
Plan 1,000,000 $4.52 $4,520,000 $ 1,369.00
Common Stock, $.01
par value, Reserved
for Issuance under
1997 Employee Stock
Purchase Plan 250,000 $3.84 $ 960,000 $ 290.90
___________________________________________________________________________
Total Registration Fee $5,480,000 $ 1,659.90
___________________________________________________________________________
(1) The estimated offering price and the amount of registration fee have
been computed pursuant to Rule 457(h)(1) and Rule 457(c) promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), based upon the
average of the high and low prices of the Company's Common Stock, par value
$0.01 per share, reported on the National Market Tier of the Nasdaq Stock
Market on July 28, 1997.
(2) Pursuant to Rule 416 promulgated pursuant to the Securities Act, this
registration statement also covers such indeterminable number of interests in
each of the 1997 Stock Option Plan and the 1997 Employee Stock Purchase Plan
(collectively, the "Plans") as may be required to cover possible adjustments
in the number of shares of Common Stock issued under the Plans. Any increase
in the number of shares of Common Stock authorized for issuance under the
1997 Stock Option Plan will require the prior approval of the stockholders of
the Company.
<PAGE>
PART I
EXPLANATORY NOTE
The Company is filing this registration statement on Form S-8 in
order to register 1,000,000 shares of Common Stock, $.01 par value (the
"Common Stock") to be offered and sold pursuant to the 1997 Stock Option
Plan, 250,000 shares of Common Stock to be offered and sold pursuant to the
1997 Employee Stock Purchase Plan and an indeterminate number of interests
in each of the Plans as may be required to cover possible adjustments in the
number of shares of Common Stock issued under the Plans.
The documents containing the information specified in this Part I
have been or will be sent or given to optionees as specified by Rule
428(b)(1) promulgated under the Securities Act. Such documents are not filed
with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3
of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act. Copies of all
documents incorporated by reference in Item 3 of Part II of this Form S-8
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference herein), as well as other documents required to be
delivered to employees pursuant to Rule 428(b), will be provided without
charge to each person, including any beneficial owner, on the written or oral
request of such person made to: Paul W. Richter, General Counsel, MVSI,
Inc., 8133 Leesburg Pike, Suite 750, Vienna, Virginia 22182, (703) 356-5353.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company incorporates by reference the following documents
heretofore filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended:
1. Annual Report of the Company on Form 10-K for the fiscal year
ended September 30, 1996, filed December 30, 1996; and
2. Quarterly Report of the Company on Form 10-Q for the fiscal
quarters ended December 31, 1996 and March 31, 1997, filed January 31, 1997
and May 5, 1997, respectively; and
3. The Notice of Annual Meeting and Proxy Statement for the 1997
Annual Meeting of Shareholders, filed March 11, 1997.
<PAGE>
All documents subsequently filed by the Company 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 have
been sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part thereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Paul W. Richter is General Counsel, Secretary and Human Resources
Director of MVSI, Inc. On February 15, 1997, the Company granted Mr. Richter
an option to acquire 5,000 shares of MVSI, Inc. at $3.125 per share. Mr.
Richter is not the beneficial owner of any other securities of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of
Delaware empowers a corporation to indemnify any person 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) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine that, despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified
<PAGE>
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and that the corporation is empowered
to purchase and maintain insurance on behalf of a director, officer,
employee or agent of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under Section 145.
Article NINTH of the Company's Certificate of Incorporation and
Article X, Section 2 of the Company's By-Laws provide, in substance, for
elimination of personal liability by a director to the Company or its
shareholders for monetary damages for a breach of fiduciary duty as a
director, except for liability for any breach of the director's duty of
loyalty to the Company or its shareholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation
of law, for violations of Section 174 of the General Corporation Law of
Delaware and for any transaction from which the director derived an improper
personal benefit.
Article X, Section 1 of the Company's Bylaws provides, in substance,
for the indemnification of directors and officers of the Company who is
threatened to be or is made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is, or was, a director or
officer of the Company or served at the request of the Company as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
The Company has not entered into any agreements to provide
indemnification to its directors and officers beyond the indemnification
provided by the Company's Certificate of Incorporation and By-Laws. The
Company currently has directors and officers liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1* Certificate of Incorporation
4.2** By-Laws
4.3*** MVSI, Inc. 1997 Stock Option Plan
4.4**** MVSI, Inc. 1997 Employee Stock Purchase Plan
5.1 Opinion of Paul W. Richter, General Counsel and
Secretary of MVSI, Inc. re: legality of shares.
23.1 Consent of Grant Thornton, L.L.P.
23.2 Consent of Paul W. Richter, General Counsel and Secretary
of MVSI, Inc.(filed as part of Exhibit 5.1 hereto).
___________________________
<PAGE>
* Incorporated by reference to Exhibit 3.0 to the Company's Registration
Statement on Form SB-2 (Registration File #33-89194) under the Securities Act
of 1933, as amended, as filed with the Commission on February 9, 1995.
** Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form SB-2 (Registration File #33-89194) under the Securities Act
of 1933, as amended, as filed with the Commission on February 9, 1995.
*** Incorporated by reference to Exhibit A to the Notice of Meeting and
Proxy Statement for the 1997 Annual Meeting of Shareholders, as filed with
the Commission on March 11, 1997.
**** Incorporated by reference to Exhibit B to the Notice of Meeting and
Proxy Statement for the 1997 Annual Meeting of Shareholders, as filed with
the Commission on March 11, 1997.
ITEM 9. UNDERTAKINGS.
The Company 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 the purpose of determining any liability under the
Securities Act of 1933, as amended, (the "Securities Act") 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;
(4) 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 15(d) of the Securities Exchange Act of 1934, as amended,
(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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company to the foregoing provisions, or otherwise, the
Company 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
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
<PAGE>
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 Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Fairfax County, Virginia, on July 25, 1997.
Signature Title Date
EDWARD RATKOVICH Chairman of the Board, July 25, 1997
- ---------------- Chief Executive Officer
Edward Ratkovich and President
PAUL W. RICHTER General Counsel and July 25, 1997
- --------------- Secretary
Paul W. Richter
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Principal Executive Officer:
EDWARD RATKOVICH Chairman of the Board, July 25, 1997
- ---------------- Chief Executive Officer
Edward Ratkovich and President
Principal Financial Officer
and Principal Accounting
Officer:
MARK J. MCKNIGHT Chief Financial Officer, July 25, 1997
- ---------------- Controller and Assistant
Mark J. McKnight Secretary
CLIVE G. WHITTENBURY Director July 25, 1997
- --------------------
Clive G. Whittenbury
EDWARD PAUL ROBERTS Director July 25, 1997
- -------------------
Edward Paul Roberts
ABBAS FATHI Director July 25, 1997
- -----------
Abbas Fathi
This Registration Statement has been signed by the following members
of the Compensation Committee of the MVSI, Inc. Board of Directors, and on
the dates indicated.
CLIVE G. WHITTENBURY Director July 25, 1997
- --------------------
Clive G. Whittenbury
EDWARD PAUL ROBERTS Director July 25, 1997
- -------------------
Edward Paul Roberts
<PAGE>
EXHIBIT INDEX
4.1 MVSI, Inc. 1997 Stock Option Plan, incorporated by reference to
Exhibit A to the Company's Proxy Statement, for the 1997 Annual Meeting of
Stockholders.
4.2 MVSI, Inc. 1997 Employee Stock Purchase Plan, incorporated by
reference to Exhibit B of the Company's Proxy Statement for the 1997 Annual
Meeting of the Stockholders.
5.1 Opinion of Paul W. Richter, General Counsel and Secretary of MVSI,
Inc. re: legality of shares.
23.1 Consent of Grant Thornton, L.L.P.
23.2 Consent of Paul W. Richter, General Counsel and Secretary of MVSI,
Inc. (filed as part of Exhibit 5.1 hereto).
<PAGE>
Exhibit 5.1
MVSI, Inc.
8133 Leesburg Pike
Suite 750
Vienna, VA 22182
Tel.: 703.356.5353
Fax: 703.356.5354
July 25, 1997
Board of Directors
MVSI, Inc.
8133 Leesburg Pike, Suite 750
Vienna, Virginia 22182
Gentlemen:
I have acted as legal counsel to MVSI, Inc., a Delaware corporation
(the "Company"), in connection with its Registration Statement on Form S-8
(the "Registration Statement"), filed pursuant to the Securities Act of 1933,
as amended (the "Act"), relating to the proposed offering by the Company of
an aggregate of 1,250,000 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), pursuant to its 1997 Stock Option Plan
and the 1997 Employee Stock Purchase Plan (the "Plans").
In that connection, I have reviewed the Certificate of Incorporation
of the Company, its By-Laws, resolutions of its Board of Directors and such
other documents and records as I have deemed appropriate.
On the basis of such review and having regard to legal considerations
which I deem relevant, it is my opinion that the Common Stock to be issued
by the Company pursuant to the Plans has been duly authorized and, when
issued in accordance with the terms set forth in the Plans, will be duly and
validly issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
Paul W. Richter
General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated November 22, 1996, accompanying the
consolidated financial statements incorporated by reference or included in
the Annual Report of MVSI, Inc. and Subsidiaries on Form 10-K for the year
ended September 30, 1996. We hereby consent to the incorporation by
reference of said report in the Registration Statement of MVSI, Inc. and
Subsidiaries on Form S-8 to be filed on July 25, 1997.
GRANT THORNTON LLP
Washington, D.C.
July 25, 1997
