-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LfFc55+Lfwcce4CPo4S/+Z7bAIhsm72FnU40M4HBjr0APlEM3Y9Yz76fr3KvTO9e gzOvThX6X+07KO2ZXNUT4w== 0001010412-03-000006.txt : 20030114 0001010412-03-000006.hdr.sgml : 20030114 20030114135029 ACCESSION NUMBER: 0001010412-03-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030114 EFFECTIVENESS DATE: 20030114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW SYSTEMS INC CENTRAL INDEX KEY: 0001075857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 592928366 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102500 FILM NUMBER: 03513270 BUSINESS ADDRESS: STREET 1: 825 W KENYON AV STREET 2: SUITE 15 CITY: ENGLEWOOD STATE: CO ZIP: 80110 BUSINESS PHONE: 3032957200 MAIL ADDRESS: STREET 1: 925 W KENYON AVREET STREET 2: SUITE 15 CITY: ENGLEWOOD STATE: CA ZIP: 80110 S-8 1 s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on January 14, 2003 Registration No. 333-________ ============================================================================== U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIEW SYSTEMS, INC. (Name of issuer in its charter) Florida 5045 59-2928366 (State of incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.) 7717 West 6th Avenue, Suite A & B Lakewood, Colorado 80205 (303) 237-8439 (Address and telephone number of registrant's principal executive offices) -------------- Gunther Than, Chief Executive Officer 7717 West 6th Avenue, Suite A & B Lakewood, Colorado 80205 (303) 237-8439 (Name, address and telephone number of agent for service) Consultant Agreement / Purchase Agreement (Full title of the plan) Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective. CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------ Proposed Proposed Maximum Maximum Title of each class Amount Offering Aggregate Amount of of Securities to be to be Price Per Offering Registration Registered Registered Unit Price fee ______________________________________________________________________________ Common Stock 435,000 $0.145(1) $63,075.00 $5.81 ______________________________________________________________________________ (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c). 1 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended, is not required to be filed with the Securities and Exchange Commission and is omitted from this registration statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed with the SEC by View Systems, Inc., pursuant to the Securities Exchange Act of 1934 are hereby incorporated by reference in this registration statement: (i) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001; (ii) Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2002; June 30, 2002; and September 30, 2002; (iii) Current Report on Form 8-K dated April 15, 2002; In addition, all documents that we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing with the SEC of a post-effective amendment to this registration statement that (1) indicates that all shares of common stock registered on this registration statement have been sold or (2) affects the deregistration of the balance of such shares then remaining unsold, shall be deemed to be incorporated in this registration statement by reference and to be part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in a document subsequently filed modifies or supersedes such statement. Any 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 Not required. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL We are not aware of any expert or legal counsel named in this registration statement who will receive a direct or indirect substantial interest in the company as a result of the agreement. Our counsel, Cindy Shy, P.C., has provided an opinion regarding the validity of the shares to be issued under this registration statement. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS Pursuant to Section 607.0850(1) and (2) of the Florida Statutes, a corporation shall have power to indemnify against liability incurred in 2 connection with a proceeding, including any appeal, any person who was or is a party to any proceeding,(other than an action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation. The corporation has the power to indemnify any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise . The person will be indemnified for any liability incurred 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 or the corporation. In a criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. A corporation also shall have power to indemnify any of these persons against expenses and amounts paid in settlement, actually and reasonably incurred in connection with the defense or settlement of such proceeding, not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, including any appeal. Under Section X of our Amended and Restated Articles of Incorporation, we shall indemnify to the fullest extent authorized or permitted by the Florida Business Corporation Act, any person, made, or threatened to be made a party to any proceeding by reason of the fact that he or she is or was our director, or is or was serving at our request as a director of another corporation. Unless otherwise expressly prohibited by the Florida Business Corporation Act, our Board of Directors shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify or advance expenses to any person made or threatened to be made a party to a proceeding by of the fact that he or she is or was our officer, employee or agent, or was serving at our request as an officer, employee or agent of another corporation or enterprise. No officer, employee or agent may apply to any court of competent jurisdiction for indemnification or advancement of expenses. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit No. Description Location - ------- ----------- -------- 5.1 Opinion of Cindy Shy, P.C. Attached 23.01 Consent of Cindy Shy, P.C. See exhibit 5.1 23.2 Consent of Stegman & Company Attached - ------ 99.1 Consultant Agreement / Purchase Agreement, between View Systems and Liem Nguyen Attached ITEM 9. UNDERTAKINGS View Systems, Inc. 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, 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 (3) To remove from registration by means of a post-effective amendment of any of the securities being registered which remain unsold at the termination of the offering. (4) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of View Systems's annual report pursuant to Section 13(a) or 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. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of View Systems pursuant to the foregoing provisions, or otherwise, View Systems 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 View Systems 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 connection with the securities being registered, View Systems 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. 4 SIGNATURES Pursuant to the requirements of the 1933 Act, the Registrant certifies that is 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, on the date or dates appearing opposite the respective signatures hereto. View Systems, Inc. Date: 1/12/2003 By:/s/Gunther Than --------- --------------------------------- Gunther Than CEO, Principal Financial Officer, Treasurer and Director Pursuant to the requirements of the 1933 Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Date: 1/13/2003 By:/s/Bruce Bradley --------- --------------------------------- Bruce Bradley Chairman of the Board Date: 1/13/2003 By:/s/Martin J. Maassen --------- --------------------------------- Dr. Martin J. Maassen Director Date: 1/13/2003 By:/s/Michael Bagnoli --------- --------------------------------- Michael Bagnoli Director Date: 1/13/2003 By:/s/Paul Reep --------- --------------------------------- Paul Reep President and Director 5 EX-5 4 ex5-1.txt OPINION OF CINDY SHY, P.C. Cindy Shy, P.C. - ------------------------------------------------------------------------------ A Professional Law Corporation January 13, 2003 View Systems, Inc. 7717 West 6th Avenue, Suite A&B Lakewood, Colorado 80205 Re: Registration Statement on Form S-8 for View Systems, Inc. filed on or about January 14, 2003 Gentlemen: We are acting as counsel to View Systems, Inc., a Florida corporation (the "Company"), in connection with the preparation of the above-referenced registration statement on Form S-8 (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") on or about January 14, 2003. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "Act"), of 435,000 common shares, par value $0.001, to be issued by the Company. Capitalized terms used herein and not otherwise defined have the meanings given to them in the Registration Statement. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-B promulgated under the Act. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise, identified to our satisfaction, of: (i) the Articles of Incorporation and bylaws of the Company, as amended; (ii) certain resolutions of the Board of Directors of the Company relating to the issuance and registration of the shares; (iii) a copy of the Consultant Agreement / Purchase Agreement between the Company and Liem Nguyen, dated May 24, 2002; (iv) the Registration Statement; and (v) such other documents as we have deemed necessary or appropriate as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have further assumed that the recipient of the shares to be issued under the agreement will have paid the consideration required under the terms of the agreement prior to the issuance of the shares, and that none of the services performed by the recipient shall be related to "capital raising" transactions. - ------------------------------------------------------------------------------ 2157 S. Lincoln Street, Suite 202 * Salt Lake City, Utah 84106 * (801)323-2392 * Fax (801) 364-5645 1 As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others. Members of our firm are admitted to the practice of law in the State of Utah, and we express no opinion as to the laws of any other jurisdiction. Based on and subject to the foregoing, we are of the opinion that the 435,000 common shares to be issued by the Company when issued will be duly authorized and validly issued, and fully paid and non-assessable. This opinion is expressly limited in scope to the shares described herein, which are to be expressly covered by the above referenced Registration Statement. This opinion does not cover any subsequent issuances of any securities to be made in the future pursuant to any other plans, if any, pertaining to services performed in the future. Any such transactions are required to be included in a new registration statement or a post-effective amendment to the above referenced registration statement, which will be required to include a revised or a new opinion concerning the legality of the securities to be issued. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. We also hereby consent to the reference to the firm of Cindy Shy, P.C, under the caption "Interests of Named Experts and Counsel" to the Registration Statement. /s/ Cindy Shy, P.C. Cindy Shy, P.C. 2 EX-23 5 ex23-2.txt CONSENT OF STEGMAN & COMPANY STEGMAN & COMPANY CERTIFIED PUBLIC ACCOUNTANTS MANAGEMENT CONSULTANTS SINCE CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We hereby consent to the incorporation by reference in this Form S-8 registration statement of the audited financial statements of View Systems, Inc. for the year ended December 31, 2001 and our report dated April 5, 2002 included in its Form 10-KSB. We acknowledge the use of unaudited interim financial statements and we consent to all references to our firm included in or made a part of this registration statement. /s/ Stegman & Company Baltimore, Maryland January 14, 2003 Suite 200, 405 East Joppa Road Baltimore, Maryland 21286 * 410-823-8000 * Fax: 410-296-4815 * www.stegman.com* EX-99 6 ex99-1.txt CONSULTANT AGREEMENT/PURCHASE AGREEMENT [View Systems, Inc. letterhead] Consultant Agreement / Purchase Agreement This Agreement is made effective as of May 24, 2002 by and between: View Systems, Inc., of Baltimore, MD 21223, and & Liem Nguyen In this Agreement, the party who is contracting to be receiving services shall be referred to as "View", and the party who will be providing the services shall be referred to as "Nguyen". Whereas Nguyen has a background in research and development of electronic technology products. View desires to have services provided by Nguyen. Therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Nguyen has been performing and shall perform the following services for View: Research & Development. 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Nguyen shall be determined by Nguyen. View will rely on Nguyen to work as many hours as may be reasonably necessary to fulfill Nguyen's obligations under this Agreement. Nguyen will report to the CEO during this engagement. 3. PAYMENT. View grants Nguyen 435,000(1) shares of common stock for performing the above duties and assigning license agreement number (99-LA- 005). View agrees to register(2) the shares for resale, at its expense. This registration obligation includes View's obligation to (i) use its best efforts to register or qualify the shares acquired upon exercise of the warrants for offer or sale under state securities or blue sky laws of such jurisdictions as Nguyen shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Nguyen to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Nguyen any prospectus included in any such registration statement, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as Nguyen may from time to time reasonably request. - --------- (1) These shares shall include the purchase of the license agreement number from INEEL (99-LA-005) (2) This registration will occur in an S-8 filing 1 4. NEW PROJECT APPRONGUYEN. Nguyen and View recognize that Nguyen's Services will include working on various projects for View. Nguyen shall obtain the approNguyen of View prior to the commencement of a new project. 5. TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days notice to the other party. 6. RELATIONSHIP OF PARTIES. It is understood by the parties that Nguyen is an independent contractor with respect to View, and not an employee of View. View will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Nguyen. 7. DISCLOSURE. Nguyen is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of View. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to: - a product or product line of View - a manufacturing process of View - a customer or potential customer of View - a product or system design of View - a distributor, reseller or OEM of View 8. INDEMNIFICATION. Nguyen agrees to indemnify and hold View harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against View that result from the acts or omissions of Nguyen, Nguyen's employees, if any, and Nguyen's agents. 9. ASSIGNMENT. Nguyen's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of View. 10. NONSOLICITATION. During the term of this Agreement, and for 12 months thereafter, Nguyen shall not solicit or hire View's employees to work for it, nor shall he solicit View's customers to sell products substantially similar to View's products. During the term of this Agreement, and for 12 months thereafter, Nguyen shall not compete, directly or indirectly with View, in producing, selling and distributing products that are substantially similar to View's products. 11. CONFIDENTIALITY. View recognizes that Nguyen has and will have the following information: - inventions - products - prices - costs - discounts 2 - future plans - business affairs - trade secrets - technical information - customer lists - product design information - copyrights and other proprietary information (collectively, "Information") which are Nguyenuable, special and unique assets of View and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Nguyen agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Nguyen's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Nguyen will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement. 12. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Nguyen has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Nguyen from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. 13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement. 14. RETURN OF RECORDS. Upon termination of this Agreement, Nguyen shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Nguyen's possession or under Nguyen's control and that are View's property or relate to View's business. 15. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: IF for View: View Systems, Inc. Gunther Than, President Or its Board of Directors IF for Nguyen: 376 East 11th St. Idaho Falls, ID 83404 Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above. 3 16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 17. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. 18. SEVERABILITY. If any provision of this Agreement shall be held to be inNguyenid or unenforceable for any reason, the remaining provisions shall continue to be Nguyenid and enforceable. If a court finds that any provision of this Agreement is inNguyenid or unenforceable, but that by limiting such provision it would become Nguyenid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 20. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Maryland. Party receiving services: View Systems, Inc. By:/s/Gunther Than Gunther Than Chairman & CEO Party providing services: /s/Liem Nguyen 8/27/2002 Dr. LiemNguyen Research and Development 4 -----END PRIVACY-ENHANCED MESSAGE-----