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As filed with the Securities and Exchange Commission on November 5, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VCAMPUS CORPORATION
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(Exact name of issuer as specified in its charter)
DELAWARE 54-1290319
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8251 GREENSBORO DRIVE, SUITE 500, McLEAN, VIRGINIA 22102
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(Address of Principal Executive Offices) (Zip Code)
1996 STOCK PLAN
(Full title of the plans)
NARASIMHAN P. KANNAN, CHIEF EXECUTIVE OFFICER
VCAMPUS CORPORATION
8251 GREENSBORO DRIVE, SUITE 500
McLEAN, VIRGINIA 22102
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(Name and address of agent for service)
(703) 893-7800
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(Telephone number, including area code, of agent for service)
Copies to:
Kevin A. Prakke, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
======================================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO AMOUNTS TO OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE
$0.01 PER SHARE 1,000,000 SHARES $2.4375(1) $2,437,500.00(1) $677.63(1)
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(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(c), BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES FOR
THE COMMON STOCK ON THE NASDAQ SMALLCAP MARKET ON NOVEMBER 3, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by VCampus Corporation,
formerly UOL Publishing, Inc. (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed pursuant to Section 13 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Proxy Statement dated July 30, 1999, filed pursuant
to Section 14 of the Exchange Act, in connection with the Annual Meeting of
Stockholders of the Company held on September 9, 1999;
(c) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1999, filed pursuant to Section 13 of the Exchange
Act;
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-21421) filed pursuant
to Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment that indicates that all securities offered under this
registration statement have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the Delaware General Corporation Law,
as amended, generally provides that a director or officer of a corporation (i)
shall be indemnified by the corporation for all expense of such legal
proceedings when he or she is successful on the merits, (ii) may be indemnified
by the corporation for the expenses, judgments, fines and amounts paid in
settlement of such proceedings (other than a derivative suit), even if he or she
is not successful on the merits, if he or she acts in good faith and in a manner
he or she reasonably believes to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful, and (iii) may be
indemnified by the corporation for the expenses of a derivative suit (a suit by
a stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he or she is not successful on the merits, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the corporation. No indemnification may be
made under clause (iii) above, however, if the director or officer is adjudged
liable for negligence or misconduct in the performance of his or her duties to
the corporation, unless a corporation determines that, despite such
adjudication, but in view of all the circumstances, he or she is entitled to
indemnification. The indemnification described in clauses (ii) and (iii) above
may be made upon a determination that indemnification is proper because the
applicable standard of conduct has been met. Such a determination may be made by
a majority of a quorum of disinterested directors, independent legal counsel,
the stockholders or a court of competent jurisdiction.
Article VI of the Company's Bylaws provides in substance that, to the
fullest extent permitted by Delaware law as it now exists or as amended, each
director and officer shall be indemnified against reasonable costs and expenses,
including attorneys' fees and any liabilities which he or she may incur in
connection with any action to which he or she may be made a party by reason or
his or her being or having been a director or officer of the Registrant. The
indemnification provided by the Company's Bylaws is not deemed exclusive of or
intended in any way to limit any other rights to which any person seeking
indemnification may be entitled.
Section 102(b)(7) of the Delaware General Corporation Law, as
amended, permits a corporation to provide in its Certificate of Incorporation
that 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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. Article VII of the Company's Certificate of Incorporation
provides for the elimination of personal liability of a director for breach of
fiduciary duty, as permitted by Section 102(b)(7) of the Delaware General
Corporation Law.
The Registrant maintains liability insurance insuring the
Registrant's officers and directors against liabilities that they may incur in
such capacities.
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Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the Registrant has been informed 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
With respect to restricted securities to be reoffered or resold
pursuant to this registration statement, if any, the sales of such securities
were deemed to be exempt from registration under the Act in reliance upon
Section 4(2) of the Act or Regulation D or Rule 701 promulgated thereunder as
transactions by an issuer not involving a public offering. Recipients of the
securities in each such transaction represented their intentions to acquire such
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the
instruments issued in such transactions. All recipients had adequate access to
information about the Company.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
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Exhibit
Number Description
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5.1 Opinion of Wyrick, Robbins Yates & Ponton LLP
10.9* 1996 Stock Plan
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Wyrick Robbins Yates & Ponton LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (see page S-1).
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* Previously filed
Item 9. UNDERTAKINGS.
(a) 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;
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(2) That, for the purpose 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; and
(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.
(b) 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(h) 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 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 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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 McLean, State of Virginia, on the 3rd day of
November 1999.
VCAMPUS CORPORATION
By: /s/ Narasimhan P. Kannan
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Narasimhan P. Kannan,
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Narasimhan P. Kannan and Michael A. Schwien, and each of them, his true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective 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 for 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 do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 has been signed below by the following persons in the capacities and on the
date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Narasimhan P. Kannan Chief Executive November 3, 1999
- ------------------------------ Officer and Director
Narasimhan P. Kannan (Principal Executive
Officer
/s/ Michael A. Schwien Chief Financial November 2, 1999
- ------------------------------ Officer (Principal
Michael A. Schwien Financial and
Accounting Officer)
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/s/ Edson D. DeCastro Director November 2, 1999
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Edson D. deCastro
/s/ Kamyar Kaviani Director November 3, 1999
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Kamyar Kaviani
/s/ William E. Kimberly Director November 2, 1999
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William E. Kimberly
/s/ Steven M. H. Wallman Director November 2, 1999
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Steven M. H. Wallman
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EXHIBIT 5.1
WYRICK ROBBINS YATES & PONTON LLP
Attorneys at Law
The Summit
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607-7506
November 5, 1999
VCampus Corporation
8251 Greensboro Drive, Suite 500
McLean, Virginia 22102
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
VCampus Corporation, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission on or about the date hereof (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 1,000,000 shares of the Company's Common Stock, $0.01 par
value per share (the "Shares"). We understand that the Shares are to be issued
pursuant to the Company's 1996 Stock Plan. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with the original of all documents
submitted to us as copies thereof.
As your legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, by you in connection with
the sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your securities counsel, to be taken prior to the
issuance of the Shares, including the proceedings being taken in order to permit
such transactions to be carried out in accordance with applicable state
securities laws, the Shares, when issued in the manner referred to in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus relating thereto, and any
amendments thereto.
Very truly yours,
WYRICK ROBBINS YATES & PONTON LLP
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Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-___) pertaining to the 1996 Stock Plan of VCampus Corporation
(formerly UOL Publishing, Inc.) of our report dated February 26, 1999, except
for Note 10, as to which the date is March 22, 1999, with respect to the
consolidated financial statements of VCampus Corporation included in the Annual
Report on Form 10-K for the year ended December 31, 1998.
/s/ Ernst & Young LLP
Vienna, Virginia
November 5, 1999
