-----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, T0FelyYsfazdh/KI9r7eajuw7f9vDYra6dHR/0MAHxv+wINfbuw6dPjJYtsQFr4v ImaXYqOeunlvpPhH4Wr4lg== 0001023175-05-000226.txt : 20051108 0001023175-05-000226.hdr.sgml : 20051108 20051108145118 ACCESSION NUMBER: 0001023175-05-000226 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051108 DATE AS OF CHANGE: 20051108 EFFECTIVENESS DATE: 20051108 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: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129553 FILM NUMBER: 051185971 BUSINESS ADDRESS: STREET 1: 1100 WILSO DR STREET 2: 1100 WILSO DR CITY: BALTIMORE STATE: MD ZIP: 21223 BUSINESS PHONE: 4106463000 MAIL ADDRESS: STREET 1: 1100 WILSO DR STREET 2: 1100 WILSO DR CITY: BALTIMORE STATE: MD ZIP: 21233 S-8 1 views8.txt As filed with the Securities and Exchange Commission on November 8, 2005 Reg. No. UNITED STATES 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) Nevada 59-2928366 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1550 Caton Center Drive Suite E Baltimore, Md. 21227 (Address of principal executive offices) (Zip Code) 2005 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN (full time of the plan) Gunther Than President and Chief Executive Officer 1550 Caton Center Drive Suite E Baltimore, Md. 21227 (Name and address of agent for service) (410) 242-8439 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Aggregate Amount of Title of Securities Amount to be offering price offering Registration To be registered Registered per share Price fee - --------------------- ----------------- ------------------ ------------- ------------- Common Stock 3,500,000 (1) $0.22 (2) $770,000.00 $90.58 ($.0001 par value) - -------------------------------------------------------------------------------------- (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also coves an indeterminate amount of interests to be offered or sold pursuant to the 2005 Professional/Consultant Stock Compensation Plan described herein. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high and low prices ported on the OTC Bulletin Board on Nov. 7, 2005, which was $0.22.
EXPLANATORY NOTE This Registration Statement on Form S-8 relates to the issuance of up to 3,500,000 shares of common stock pursuant to the 2005(B) Professional/ Consultant Stock Compensation Plan of View Systems, Inc. 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 (the "Securities Act"), 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 of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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 into this Registration Statement and to be a part hereof from the date of filing of such documents: .. Reference is made to the Registrant's annual report on Form 10-K for the years ended December 31, 2004, 2003 and 2002 as filed with the Securities and Exchange Commission on March 31, 2005, which is hereby incorporated by reference. .. Reference is made to the Registrant's quarterly report on Form 10-Q for the three months ended June 30, 2005, as filed with the Securities and Exchange Commission on August 15, 2005, which is hereby incorporated by reference. .. Reference is made to the Registrant's quarterly report on Form 10-Q for the three months ended March 31, 2005, as filed with the Securities and Exchange Commission on May 16, 2005, which is hereby incorporated by reference. .. The description of the Registrant's common stock is incorporated by reference to the Registrant's Registration Statement on Form SB-2, as amended (File No. 000-30074), filed with the Securities and Exchange Commission on August 23, 2004. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Nevada 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. Nevada 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 Nevada 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 Nevada 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. Item 8. Exhibits. EXHIBIT NUMBER EXHIBIT - ------- ------- 4.1 View Systems, Inc. 2005(B) Professional/Consultant Compensation Plan, dated November 7, 2005. 5.1 Opinion of Virginia K. Sourlis, Esq. 23.1 Consent of Virginia K. Sourlis, Esq.. is contained in Exhibit 5.1. 23.2 Consent of Chisholm, Bierwolf & and Nilson, LLC, independent registered public accounting firm. 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. (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 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Baltimore, Maryland on November 7, 2005. VIEW SYSTEMS, INC. By: /s/ Gunther Than ---------------------------------- Gunther Than, Chairman, Chief Executive Officer, Acting Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated: Signature Title Date /s/ Gunther Than Director November 7, 2005 - ----------------------- Gunther Than /s/ Dr. Martin Maassen Director November 7, 2005 - ----------------------- Dr. Martin Maassen /s/ Dr. Michael Bagnoli Director/Secretary November 7, 2005 - ----------------------- Dr. Michael Bagnoli EX-4.1 2 views8ex41.txt VIEW SYSTEMS, INC. 2005(B) PROFESSIONAL/CONSULTANT COMPENSATION PLAN, DATED NOVEMBER 7, 2005 Exhibit 4.1 VIEW SYSTEMS, INC. 2005(B) PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to provide compensation in the form of Common Stock of the Company to eligible consultants that have previously rendered services or that will render services during the term of this 2005 Professional/Consultant Stock Compensation Plan (hereinafter referred to as the Plan.) 2. Administration. (a) This Plan shall be administered by the Board of Directors who may from time to time issue orders or adopt resolutions, not inconstant with the provisions of this Plan, to interpret the provisions and supervise the administration of this Plan. The CEO shall make initial determinations as to which consultants, professionals or advisors will be considered to receive shares under this Plan, in addition, will provide a list to the Board of Directors. All final determinations shall be by the affirmative vote of a majority of the members of the Board of Directors at a meeting called for such purpose, or reduced to writing and signed by a majority of the members of the Board. Subject to the Corporation's Bylaws, all decisions made by the Directors in selecting eligible consultants (hereinafter referred to as Consultants), establishing the number of shares, and construing the provisions of this Plan shall be final, conclusive and binding on all persons including the Corporation, shareholders, employees and Consultants. (b) The Board of Directors may from time to time appoint a Consultants Plan Committee, consisting of at least one Director and one officer, none of whom shall be eligible to participate in the Plan while members of the Committee. The Board of Directors may delegate to such Committee power to select the particular Consultants that are to receive shares, and to determine the number of shares to be allocated to each such Consultant. (c) If the SEC Rules and or regulations relating to the issuance of Common Stock under a Form S-8 should change during the terms of this Plan, the Board of Directors shall have the power to alter this Plan to conform to such changes. 3. Eligibility. (a) Shares shall be granted only to Professionals and Consultants that are within that class for which Form S-8 is applicable. (b) No individual or entity shall be granted more than 750,000 shares of unrestricted Common Stock under this Plan. 4. Shares Subject to the Plan. The total number of shares of Common Stock to be subject to this Plan, as amended, is 3,500,000 shares. The shares subject to the Plan will be registered with the SEC on or about November 7, 2005, in a Form S-8 Registration. 5. Death of Consultant. If a Consultant dies while he is a Consultant of the Corporation or of any subsidiary, or within 90 days after such termination, the shares, to the extent that the Consultant was to be issued shares under the plan, may be issued to his personal representative or the person or persons to whom his rights under the plan shall pass by his will or by the applicable laws of descent and distribution. 6. Termination of Consultant, retirement or disability. If a Consultant shall cease to be retained by the Corporation for any reason (including retirement and disability) other than death after he shall have continuously been so retained for his specified term, he may, but only within the three-month period immediately following such termination, request his pro-rata number of shares for his services already rendered. 7. Termination of the Plan This Plan shall terminate one year after its adoption by the Board of Directors. At such time, any shares that remain unsold shall be removed from registration by means of a post-effective amendment to the Form S-8. 8. Effective Date of the Plan. This Plan shall become effective upon its adoption by the Board of Directors. [Signature page follows.] CERTIFICATION OF ADOPTION (By the Board of Directors) The undersigned, being the CEO and Chairman of the Board of Directors of View Systems, Inc. hereby certify that the foregoing Plan was adopted by a unanimous vote of the Board of Directors on November 7, 2005. /s/ Gunther Than ---------------- Dr. Gunther Than Chairman and Chief Executive Officer EX-5.1 3 views8ex51.txt OPINION OF VIRGINIA K. SOURLIS ESQ. Exhibit 5.1 ATTORNEYS AT LAW November 7, 2005 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: View Systems, Inc. Form S-8 Registration Statement ------------------------------- Ladies and Gentlemen: I refer to the above-captioned registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed by View Systems, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission on November 7, 2005. I have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as I have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to us certified copies or photocopies and the authenticity of the originals of such latter documents. Based on my examination mentioned above, I am of the opinion that the securities being registered to be sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable. The foregoing opinion is limited to the federal laws of the United States and the corporate laws of the State of New Jersey, and I am not expressing any opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, I have relied to the extent I deem such reliance appropriate as to certain matters on statements, representations and other information obtained from public officials, officers of the Company and other sources believed by me to be responsible. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Virginia K. Sourlis, Esq. - --------------------------------------- Virginia K. Sourlis, Esq. EX-23.2 4 views8ex232.txt CONSENT OF CHISHOLM, BIERWOLF & NILSON LLC, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS To the Board of Directors and Stockholders View Systems, Inc. Baltimore, Md. We hereby consent to the use of our report dated March 23, 2005, with respect to the consolidated financial statements included in the filing of the Registration Statement (Form S-8) of View Systems, Inc. for the fiscal year ended December 31, 2004. /s/ Chisholm, Bierwolf & and Nilson, LLC Bountiful, UT November 7, 2005 -----END PRIVACY-ENHANCED MESSAGE-----