-----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, Hn72GuXCyavcTMF6shUlmMVEb3Dk/e5r8m4PE/iT+X3Y5gDjf5iSyJSb4f4BM/j+ 0DrcKQC0pBwJXck+RrA86w== 0000898430-97-000274.txt : 19970130 0000898430-97-000274.hdr.sgml : 19970130 ACCESSION NUMBER: 0000898430-97-000274 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970129 EFFECTIVENESS DATE: 19970129 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW TECH INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 770312442 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-20617 FILM NUMBER: 97513333 BUSINESS ADDRESS: STREET 1: 950 FLYNN RD STREET 2: STE F CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8054828277 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 29, 1997 Registration No. 333-___ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIEW TECH, INC. (Exact name of issuer as specified in its charter) Delaware 77-0312442 ------------------------------ ---------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 950 Flynn Road, Camarillo, CA 93012 -------------------------------------- (Address of principal executive offices) OPTIONS GRANTED TO A CERTAIN CONSULTANT UNDER WRITTEN COMPENSATION AGREEMENT Compensation Agreement ----------------------- (Full title of the plan) ROBERT G. HATFIELD Chief Executive Officer View Tech, Inc. 950 Flynn Road, Camarillo, CA 93012 (805) 482-8277 ------------------------------------------------------- (Name, address and telephone number of agent for service) - ------------------------------------------------------------------------------- This Registration Statement will become effective immediately upon filing with the Securities and Exchange Commission. Sales of the registered securities will begin as soon as reasonably practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered (1) Per Share (2) Price (2) Fee - ----------------------------------------------------------------------------------------------------------- Common Stock, 25,000 shares $5.00 $125,000 $100 $.0001 par value Options Granted Under Written Compensation Agreement - -----------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall cover any additional shares of Common Stock which become issuable under the options set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Company's outstanding Common Stock. (2) In accordance with the provisions of Rule 457(o) of the Securities Act of 1933, as amended, the registration fee is based upon the maximum aggregate offering price. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required as Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "1933 Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference View Tech, Inc. (the "Company" or "Registrant") hereby incorporates by reference in this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's annual report on Form 10-KSB for the year ended June 30, 1996, filed pursuant to Section 13(a) of the Security Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's quarterly report on Form 10-QSB for the quarter ended September 30, 1996, filed pursuant to Section 13(a) of the Exchange Act; (c) The description of the Company's Common Stock, par value $.0001 per share, that is contained in the Company's Registration Statement filed under Section 12 of the Exchange Act (Commission File No. 333-13459) including any amendments or reports filed for the purpose of updating such descriptions. All reports and definitive proxy or information statements filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold at the time of such amendment will 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. Any statement contained in a document incorporated or deemed to be 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 or is 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. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The Registrant's Certificate of Incorporation eliminates the liability of directors to the fullest extent permissible under Delaware law, as such law exists currently or as it may be amended in the future. Under Delaware law, such provision may not eliminate or limit director monetary liability for (a) breaches of the director's duty of loyalty to the corporation or its stockholders; (b) acts or omissions not in good faith or involving intentional misconduct or -2- knowing violations of law; (c) the payment of unlawful dividends or unlawful stock repurchases or redemptions; or (d) transactions in which the director received an improper personal benefit. Such limitation of liability provision also may not limit director's liability for violation of, or otherwise relieve the Company or its directors from the necessity of complying with, federal or state securities laws or affect the availability of non-monetary remedies such as injunctive relief or rescission. Delaware law generally permits indemnification of expenses incurred in the defense or settlement of a derivative or third-party action, provided there is a determination by a disinterested quorum of the directors, by independent legal counsel or by a majority vote of a quorum of the stockholders that the person seeking indemnification acted in good faith and in a manner reasonably believed to be in or (in contrast to California law) not opposed to the best interests of the corporation. Without court approval, however, no indemnification may be made in respect of any derivative action in which such person is adjudged liable for negligence or misconduct in the performance of his or her duty to the corporation. Delaware law permits indemnification of expenses when the individual being indemnified has successfully defended the action on the merits or otherwise. A provision of Delaware law states that the indemnification provided by statute shall not be deemed exclusive of any other rights under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The exhibits to the Registration Statement are listed in the Exhibit Index elsewhere herein. Item 9. Undertakings. The 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 (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, -------- however, that clauses (1)(i) and (1)(ii) do not apply if the Registration - ------- Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act 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 Registrant's 1994 Stock Option/Stock Issuance Plan. The Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this 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 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnity provisions identified in Item 6, 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 1933 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 -3- a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Camarillo, State of California on this January 27, 1997. VIEW TECH, INC. By: /s/ Robert G. Hatfield ---------------------- Robert G. Hatfield Chief Executive Officer (Principal Executive Officer) -5- EXHIBIT INDEX
EXHIBIT NO. Exhibit Page No. ----------- ------- -------- 4.1 Compensation Agreement, dated January 27, 1997, between View Tech, Inc. and Howard J. Kern. 4.2 Engagement Letter, dated June 7, 1996, between View Tech, Inc. and Howard J. Kern. 24.1 Power of Attorney for the Company relating to subsequent amendments.
-6- EX-4.1 2 COMPENSATION AGREEMENT DATED JANUARY 27, 1997 EXHIBIT 4.1 COMPENSATION AGREEMENT ---------------------- THIS COMPENSATION AGREEMENT (this "Agreement"), dated as of January 27, 1997, by and between and VIEW TECH, INC., a California corporation ("Company"), and HOWARD J. KERN ("Kern"). WITNESSETH A. Kern provides legal services to the Company and the Company wishes to reward Kern for such legal services. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows: 1. Kern is hereby granted an option to purchase 25,000 shares of the Company's Common Stock (the "Stock") upon the terms and conditions set forth in the Engagement Letter dated June 7, 1996. 2. Company and Kern acknowledge and agree that the Stock was granted as compensation for services and not for any capital-raising purposes or in connection with any capital-raising activities. 3. This agreement is intended to constitute a written compensation contract within the meaning of Rule 701 of the Securities Act of 1933, as amended. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written. /s/ Howard J. Kern VIEW TECH, INC. - ---------------------- A CALIFORNIA CORPORATION Howard J. Kern By: /s/ Robert G. Hatfield ---------------------------- Name: Robert G. Hatfield -------------------------- Title: Chief Executive Officer ------------------------- EX-4.2 3 ENGAGEMENT LETTER DATED JUNE 7, 1996 EXHIBIT 4.2 June 7, 1996 Howard J. Kern Law Offices of Howard J. Kern 4057 Rhodes Avenue Studio City, CA 91604 Re: Monthly Retainer Agreement -------------------------- Dear Mr. Kern: We are pleased that you have agreed to provide legal services to View Tech, Inc. (the "Company") with respect to its on-going legal requirements, including but not limited to, regular reporting obligations to the Securities and Exchange Commission (the "SEC"), preparation and review of contracts, assisting the Company in reviewing financial proposals and in planning for possible financial offerings, and working with the Company's officers in connection with matters handled by other attorneys with a goal toward reducing the Company's annual legal expense. Your firm will not act as counsel of record in any litigation matter by virtue of this agreement but will be expected to assist in the selection process and monitor other attorneys that will be handling such matters. The Company expects you to function as its outside general counsel to assure that outside law firms continue to provide high quality services in a cost-efficient manner. We wish to reach agreement with you in advance as to the conditions and guidelines that will govern our relationship, consistent, of course, with the rules of professional responsibility that apply to all attorneys. First, to protect both of us and to comply with professional obligations, we have already discussed with you and have resolved any potential conflicts of interest with present or former clients of your firm. We expect that you will inform us of any additional potential conflicts which you may discover prior to commencing work for the Company, if possible, so that we can evaluate whether engaging your firm's services is appropriate. Moreover, we assume that if, during the course of your firm's services to the Company, your firm becomes aware of other potential conflicts of interest that may arise, we will be immediately provided all necessary information. The services which your firm will provide shall be in accordance with the following terms and conditions: A. Professional Fees -- We understand that your monthly retainer will be $5,300 per month, which includes $300 which will be applied toward your expenses. In exchange for this monthly retainer, you will provide the Company up to 80 hours of legal services per month. Any hours of service in excess of 80 hours during any month will be billed at the rate of $125 per hour. Each month will commence a new billing cycle and will be independent of prior and future months. No fees shall be paid separately for secretarial or clerical services. Any additional agreements regarding fees must be set forth in writing and signed by an officer of the Company. Howard J. Kern June 7, 1996 Page 2 In addition to the monthly retainer, you shall receive an option to acquire 25,000 shares of the Company's common stock at a today's market price of $6.375 per share (the "Non-Adjusted Exercise Price"). However, if the Company issues stock at a price that is both below the market price and below the non-adjusted exercise price between the date hereof and December 31, 1996 (the "Adjustment Period"), the option exercise price shall be adjusted downward to the lowest price that the Company issues new shares of its common stock during such Adjustment Period, but in no event shall the adjusted exercise price be below $5.00 per share. The option shall be vested immediately and shall be exercisable as of January 1, 1997, subject to earlier exercisability under certain conditions. The Company shall register the shares underlying this option on a Form S-8 prior to the first exercise period. B. Costs and Expenses -- We understand that in the course of your representation, it may be necessary for your firm to incur certain costs or expenses. As noted in Section 1 above, your fees includes an allocation of $300 per month for expenses. This allocation is specifically earmarked for your telephone, facsimile, and normal photocopying costs. Our Company will reimburse your firm for certain other costs or expenses actually incurred and reasonably necessary for completing the assigned matter, as long as your charges for costs and expenses are competitive with other sources of the same products or services. More particularly, our Company will reimburse your firm in accordance with the following guidelines: 1. Computer-Related Expenses -- We will reimburse you for pre-authorized on-line computerized research and research services. 2. Travel -- We will reimburse your firm for expenses in connection with out-of-town travel. However, we will only reimburse for economy class travel and, where necessary, for the reasonable cost of a rental car. All related travel expenses, i.e., lodging and meals, must be reasonable under the circumstances. We expect that your firm will advance all such travel expenses and submit bills for reimbursement. 3. Photocopying -- We will reimburse at a maximum of $.10 center per page for photocopying performed outside of your offices. Expedited photocopying or oversized document photocopying may be reimbursed at a higher rate only with our prior approval. 4. Postage/Courier -- We will continue to pay the expenses of overnight courier or by-hand couriers only when such services are necessary. 5. Miscellaneous Expenses -- We will not reimburse for the cost of office equipment, books, periodicals or other office expenditures unless approval was obtained from us. C. Billing -- Bills should be submitted to the Company's chief financial officer. We expect to be billed monthly unless an alternative agreement has been approved by the Company. All bills should include a summary statement of the kinds of services rendered during the relevant period and Howard J. Kern June 7, 1996 Page 3 be accompanied by a detailed statement in computerized or equivalent form describing the services performed, the time expended each day. Reimbursable expenses included on each bill should also be broken down by category. We expect that your firm will maintain back-up documentation of all expenses for our review as may be necessary. In the event that your firm forwards invoices for certain expenses to be paid directly by the Company, we expect such invoices to be accompanied by any additional back-up documentation and a letter explaining the purpose of such expense. D. Term -- This Retainer Agreement is for a term of 12 months effective as of February 1, 1996. The Agreement shall automatically renew itself for additional 12 month terms unless written notice of termination is given one month prior to the expiration of the initial terms or the relevant renewal term. Future stock options granted hereunder shall have an exercise price equal to the closing price of the common stock on January 31 of the year in which this agreement comes up for renewal or if January 31 falls on a weekend, on the first business day prior to January 31. E. Disputes -- The laws of the State of California shall govern the interpretation of this agreement, including all rules or codes of ethics which apply to the provision of services. All disputes between us arising out of this engagement which cannot be settled shall be resolved through binding arbitration in Ventura County in accordance with the rules for resolution of commercial disputes, then in effect, of the American Arbitration Association, and judgment upon the award may be entered in any Court having jurisdiction thereof. It is further agreed that the arbitrators may, in their sole discretion, award attorneys' fees to the prevailing party. F. Outside Counsel -- Because of the stock options that are granted hereunder and the potential conflict that an ownership interest can create, we acknowledge that you have recommended to the Company that we consult with other counsel to review this Agreement and to advise the Company whether it is in its interest to having you represent the Company pursuant to the terms of this agreement. Please review this agreement carefully, and if you have any questions concerning the foregoing conditions, do not hesitate to contact me. If this agreement is acceptable to you, please acknowledge that you have reviewed it, understand it, and desire to represent the Company on the basis of the terms of this letter by signing and delivering to me the enclosed copy. We look forward to continuing to work with you in the future. Sincerely yours, /s/ William M. McKay William M. McKay Chief Financial Officer THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE Howard J. Kern June 7, 1996 Page 4 /s/ Howard J. Kern - --------------------------------- Howard J. Kern EX-24.1 4 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of VIEW TECH, INC., a Delaware corporation, do hereby constitute and appoint Robert G. Hatfield and William M. McKay, and each of them, the lawful attorneys and agents, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre- effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Robert G. Hatfield Chief Executive Officer and Director January 24, 1997 - ------------------------- (Principal Executive Officer) Robert G. Hatfield /s/ William M. McKay Chief Financial Officer, Treasurer, January 24, 1996 - ------------------------- Secretary and Director William M. McKay (Principal Financial and Accounting Officer) /s/ John W. Hammon President, Chief Operating Officer January 24, 1997 - ------------------------- and Director John W. Hammon /s/ Calvin M. Carrera Director January 24, 1997 - ------------------------- Calvin M. Carrera /s/ Robert F. Leduc Director January 24, 1997 - ------------------------- Robert F. Leduc Director January 24, 1997 - ------------------------- Franklin A. Reece, III January 24, 1997 - ------------------------- Director David F. Millet - ------------------------- Chairman of the Board January 24, 1997 Paul C. O'Brien
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