0001014100-01-500109.txt : 20011026 0001014100-01-500109.hdr.sgml : 20011026 ACCESSION NUMBER: 0001014100-01-500109 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011022 EFFECTIVENESS DATE: 20011022 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: 333-72004 FILM NUMBER: 1763603 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 oth0955-03.txt VIEW SYSTEMS, INC. REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 View Systems, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation or Organization) 59-2928366 (I.R.S. Employer Identification No.) 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (Address of Principal Executive Offices) (Zip Code) View Systems Employment Agreement (250,000 shares) View Systems Consulting Agreements (100,000 shares) (Full Title of the Plan) Gunther Than President and Chief Executive Officer 925 West Kenyon Avenue, Suite 15 Englewood, Colorado 80110 (Name and Address of Agent for Service) (303) 783-9153 (Telephone Number, Including Area Code, of Agent For Service)
================================================================================================================ Calculation of Registration Fee ================================================================================================================ Proposed Proposed Maximum Maximum Amount of Title of Securities Amount To Be Offering Aggregate Registration To Be Registered Registered1 Price Per Share2 Offering Price Fee ---------------- ----------- -------------- --- Common Stock, 350,000 $.84 $294,000.00 $73.50 Par Value, $.001 ================================================================================================================ 1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. 2 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 reported on the OTCBB on October 16, 2001, which was $.84.
PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The information required for this Item is included in documents distributed to the Participant. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The information required for this Item is included in documents distributed to the Participant. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents previously filed with the Securities and Exchange Commission (the "Commission") by View Systems, Inc. (the "Company") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are, as of their respective dates, hereby incorporated by reference in this Registration Statement: (i) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange Act; (ii) All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's documents referred to in Paragraph (i) above; and (iii) The description of the Company's Common Stock contained in the Company's Registration Statement on Form SB-2 Registration Numbers 333-94411 and 333-55394 filed with the Commission. All other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Company's shares of Common Stock, par value $.001 per share (the "Shares"), offered hereby have been sold or that all Shares then remaining unsold have been deregistered shall be deemed to be incorporated by reference in and made a 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. 2 ITEM 4. DESCRIPTION OF SECURITIES. Not required. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not required. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Florida corporations are authorized to indemnify against liability any person who is a party to any legal proceeding because such person is a director or officer of the corporation. The officer or director must act in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, have no reasonable cause to believe the conduct was unlawful. Florida law does not allow indemnification for an act or omission that involves intentional misconduct or a knowing violation of a law. In the case of an action by or on behalf of a corporation, indemnification may not be made if the person seeking indemnification is found liable, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification. Indemnification is required if a director or officer has been successful on the merits. The indemnification authorized under Florida law is not exclusive and is in addition to any other rights granted to officers and directors. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director. Our articles of incorporation provide for the indemnification of directors and executive officers to the maximum extent permitted by Florida law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. There is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding that would result in a claim for such indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 3 ITEM 8. EXHIBITS. Exhibits. Copies of the following documents are included as exhibits to this registration statement pursuant to Item 601 of regulation S-B. SEC Exhibit No. Description -------------------------------------------------------- 3.01 Article of Incorporation.* 3.02 Bylaws.* 4.01 Specimen certificate for Common Stock.* 4.03 Consulting Agreement with Nixel Holdings.*** 4.04 Consulting Agreement with Aero Financial.*** 4.02 Employment Agreement of Gunther Than.** 5.01 Letter opinion, including consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC, regarding legality of Common Stock to be issued pursuant to the Employment Agreement.**** 23.01 Consent of Stegman & Company, PA, independent certified public accountants.**** -------------------------------------------------------- * Incorporated by reference to Form 10-SB filed August 13, 1999, File No. 001-15247. ** Incorporated by reference to Form S-8 POS FILED on January 25, 2001, File No. 333-52132. *** Incorporated by reference to Form S-8 filed on October 16, 2001, File No. 333-71662. **** Filed herewith. 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. (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) 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 (b) 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. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrantcertifies that it has reasonable grounds to believe it meets all 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 Baltimore, State of Maryland, on this 19th day of October, 2001. VIEW SYSTEMS, INC. By: /s/ Gunther Than -------------------------------- Gunther Than, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gunther Than and Martin Maassen, and each of them individually, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, 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 on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons as of the date indicated below. SIGNATURE DATE /s/ Gunther Than October 19, 2001 ------------------------ Gunther Than, President and Chief Executive Officer /s/ Martin Maasen October 19, 2001 ------------------------ Martin Maassen, Chairman of the Board /s/ Michael Bagnoli October 19, 2001 ------------------------ Michael Bagnoli, Director 6 EX-5 3 oth0955ex5.txt GFRHH OPINION LAW OFFICES GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC THE GARRETT BUILDING 233 EAST REDWOOD STREET BALTIMORE, MARYLAND 21202-3332 410-576-4000 ------------ Telex 908041 BAL Fax 410-576-4246 October 22, 2001 View Systems, Inc. 925 West Kenyon Avenue, Suite 15 Englewood, Colorado 80110 Re: View Systems, Inc. Registration Statement on Form S-8 for the Consulting and Employment Agreements of View Systems, Inc. Ladies and Gentlemen: We have acted as counsel to View Systems, Inc. (the "Company"), in connection with the issuance by the Company of 350,000 shares of common stock, par value $.001 per share (the "Shares"), under the Company's Employment Agreement with Gunther Than and Consulting Agreements with Aevo Financial, Inc. and Nixel Holding, LLC (the "Agreements"), pursuant to the above-referenced Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed on this date by the Company with the Securities and Exchange Commission (the "Commission"). We have examined copies of (i) the Articles of Incorporation of the Company, as amended (the "Charter"), (ii) the Bylaws of the Company, (iii) the Agreements, and (iv) resolutions adopted by the Board of Directors of the Company relating to the matters referred to herein. We have also examined the Registration Statement and Exhibits thereto (collectively, with the documents described in the preceding sentence, referred to as the "Documents"). In expressing the opinions set forth below, we have assumed, and so far as is known to us there are no facts inconsistent therewith, that all Documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies conform to the original documents, all signatures on all such Documents are genuine, all public records reviewed or relied upon by us or on our behalf are true and complete, and all statements and information contained in the Documents are true and complete. Based on the foregoing, it is our opinion that the Shares will be duly and validly issued, fully paid and nonassessable. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is being furnished to you for your benefit, and may not be relied upon by any other person without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this opinion, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC ---------------------------------- GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC EX-23 4 oth0955ex231.txt CONSENT OF INDEPENDENT CPA EX-23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the View Systems, Inc. Employment and Consulting Agreements of our report dated March 15, 2001, with respect to the financial statements and schedule of View Systems, Inc. included in its Annual Report on Form 10-KSB for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/Stegman & Company Baltimore, Maryland October 19, 2001