As filed with the Securities and Exchange Commission on June 17, 1998
Registration No. 333-
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
N-VISION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)
<TABLE>
<S><C>
DELAWARE 7990 54-1741313
(state or other jurisdiction of (Primary Standard (IRS Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
7680 OLD SPRINGHOUSE ROAD
MADISON BUILDING, FIRST FLOOR
MCLEAN, VIRGINIA 22102
(703) 506-8808
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
N-VISION, INC.
1996 STOCK OPTION PLAN
(Full Title of the Plan)
DELMAR J. LEWIS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
N-VISION, INC.
7680 OLD SPRINGHOUSE ROAD
MADISON BUILDING, FIRST FLOOR
MCLEAN, VIRGINIA 22102
(703) 506-8808
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Copies to:
MARY M. SJOQUIST, ESQUIRE
GEOFFREY W. RYAN, ESQUIRE
PATTON BOGGS LLP
2550 M STREET, N.W.
WASHINGTON, DC 20037
(202) 457-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
---
<TABLE>
<CAPTION>
================================ ==================== ====================== ========================== ========================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate
Securities to be Registered Registered(1) Price Per Share Offering Price Registration Fee
- - -------------------------------- -------------------- ---------------------- -------------------------- ------------------------
<S><C>
Common Stock, $.01 par 500,000(2) $0.99(3) $495,000 $147
Value per Share
================================ ==================== ====================== ========================== ========================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
n-Vision, Inc. 1996 Stock Option Plan (the "Plan") as the result of a stock
split, stock dividend or similar adjustment of the outstanding Common Stock of
n-Vision, Inc. pursuant to 17 C.F.R. ss 230.416(a).
(2) Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3) Weighted average price determined by the average exercise price of $0.95 per
share at which options for 238,513 shares under the Plan have been granted to
date and by $1.03, the market value of the Common Stock on May 27, 1998 as
determined by the last reported price quoted on the NASDAQ Stock Market as
reported in the Wall Street Journal, for 261,487 shares for which options have
not yet been granted under the Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS 230.462.
<PAGE>
N-VISION, INC.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the n-Vision, Inc.,
(the "Company" or the "Registrant") 1996 Stock Option Plan (the "Plan") required
by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such document is not
filed with the Securities and Exchange Commission (the "SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997, which includes the statements of financial
condition of the Company as of December 31, 1997 and 1996, and
the related statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period
ended December 31, 1997, together with the related notes and
the report of Grant Thornton LLP, independent certified public
accountants, filed with the SEC on March 31,1998 (SEC File No.
0-28520).
(b) The Form 10-QSB report filed by the Registrant for the fiscal
quarter ended March 31, 1998 (File No. 0-28520), filed with
the SEC on May 6, 1998.
(c) The description of Registrant's Common Stock contained in
Registrant's Form 8-A/A (File No. 0-28520), as filed with the
SEC pursuant to Section 12(g) of the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12b-15 promulgated
thereunder, on May 24, 1996.
(d) All documents filed by the Registrant pursuant to Section
13(a) and (c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
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 INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the Common Stock offered hereby has been passed upon by
Patton Boggs, L.L.P., Washington, DC, for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Article 9 of the Registrant's
Certificate of Incorporation and Article 10 of the Registrant's Bylaws,
respectively, provide as follows:
NINTH:
- - -----
Each person who at any time is or shall have been a director or officer
of the Corporation, and 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 Corporation or served at the request of the
Corporation as a director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Corporation against, and may be advanced, the expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any such action, suit
or proceeding to the fullest extent provided under Section 145 of the General
Corporation Law of the State of Delaware, as the same shall be amended or
supplemented from time to time, or any successor statute. The foregoing right of
advancement and indemnification shall in no way be exclusive of any rights of
advancement or indemnification, or any other rights, to which such director,
officer, employee or agent may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in their
official capacities and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer, and shall inure to the benefit of the heirs, executors and
administrators of such a person.
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
Delaware, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit.
If the General Corporation Law of Delaware hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended General Corporation Law of Delaware at
that time in force. Any repeal or modification of this paragraph by the
stockholders shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
<PAGE>
TENTH:
- - -----
Section 1. Rights to Indemnification. Each person who at any time is or
shall have been a director or officer of this corporation, and 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 this corporation or
served at the request of this corporation as a director, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall be indemnified by the corporation against, and may be
advanced, the expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
any such action, suit or proceeding to the fullest extent provided under Section
145 of the General Corporation Law of the State of Delaware, as the same shall
be amended or supplemented from time to time, or any successor statute. The
foregoing right of advancement and indemnification shall in no way be exclusive
of any rights or advancement or indemnification, or any other rights, to which
such director, officer, employee or agent may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in their official capacities and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director or officer, and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 2. Personal Liability of a Director. A director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware, as the same exists or
hereafter may be amended, or (iv) for any transaction from which the director
derived an improper personal benefit.
If the General Corporation Law of Delaware hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended General Corporation Law of Delaware at
that time in force. Any repeal or modification of this paragraph by the
stockholders shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of n-Vision, Inc.(1)
5 Opinion of Patton Boggs, L.L.P., Washington, DC, as to the
legality of the Common Stock registered hereby.
23 Consent of Grant Thornton, LLP
24 Power of Attorney is located on the signature pages.
- - ---------------
(1) Incorporated herein by reference from Exhibit 3.0 contained in the
Registration Statement on Form SB-2 filed with the SEC on April 2, 1996 (SEC
File No. 333-3098).
<PAGE>
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To 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;
(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 not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
(2) For determining liability under the Securities Act, to 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 thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses
incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant 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.
<PAGE>
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of McLean, State of
Virginia, on June 16, 1998.
N-VISION, INC.
By: /s/ Delmar J. Lewis
_______________________
Delmar J. Lewis
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Delmar J. Lewis as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully or do cause to be done by
virtue hereof.
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.
<TABLE>
<CAPTION>
Name Title Date
<S><C>
/s/ Delmar J. Lewis Chairman of the Board of
_________________________ Directors and Chief Executive Officer June 16, 1998
Delmar J. Lewis (principal executive officer)
/s/ Harry S. Katrivanos Acting Chief Financial Officer (principal June 15, 1998
_________________________ financial and accounting officer)
Harry S. Katrivanos
/s/ Christopher J. Lewis President, Chief Operating Officer, May 28, 1998
_________________________ Director
Christopher J. Lewis
/s/ Claude H. Rumsey, Jr. Director June 4, 1998
_________________________
Claude H. Rumsey, Jr.
/s/ Ronald C. Wilgenbusch Director May 29, 1998
_________________________
Ronald C. Wilgenbusch
</TABLE>
EXHIBIT 5
June 17, 1998
Board of Directors
n-Vision, Inc.
7680 Old Springhouse Road
Madison Building, First Floor
McLean, Virginia 22102
Re: n-Vision, Inc. 1996 Stock Option Plan
Ladies and Gentlemen:
We have been requested by n-Vision, Inc. (the "Company") to issue a
legal opinion in connection with the registration under the Securities Act of
1933 on Form S-8 of 500,000 shares of the Company's Common Stock, $0.01 par
value (the "Shares"), to be issued under the n-Vision, Inc. 1996 Stock Option
Plan (the "Plan"). We have made such legal and factual examinations and
inquiries as we deemed advisable for the purpose of rendering this opinion. In
our examination, we have assumed and have not verified (i) the genuineness of
all signatures, (ii) the authenticity of all documents submitted to us as
originals, (iii) the conformity with the originals of all documents supplied to
us as copies, and (iv) the accuracy and completeness of all corporate records
and documents and of all certificates and statements of fact, in each case given
or made available to us by the Company.
Based on the foregoing and limited in all respects to Delaware law, it
is our opinion that the Shares reserved under the Plans have been duly
authorized and upon payment for and issuance of the Shares in the manner
described in the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name under the heading "Interests of Named Experts and Counsel."
Sincerely,
PATTON BOGGS, L.L.P.
By: /s/ Mary M. Sjoquist
____________________
Mary M. Sjoquist
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We have issued our report dated February 24, 1998 accompanying the
consolidated financial statements of n-Vision, Inc. appearing in 1997 Annual
Report of the Company to its shareholders and accompanying the schedules
included in the Annual Report on Form 10-KSB for the year ended December 31,
1997, which are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of the
aforementioned reports and to the use of our name as it appears under the
caption "Experts."
/s/ Grant Thornton LLP
Vienna, Virginia
May 28, 1998
