-----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, BhRJunLPHbK3huDIFZFBVxjlNrgOmLkNfrKsCED90SBtBj5/sktHCUPmic5Hji2n 3NEG6E44v5Nap6FEhEA37g== 0001019687-00-000094.txt : 20000208 0001019687-00-000094.hdr.sgml : 20000208 ACCESSION NUMBER: 0001019687-00-000094 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000207 EFFECTIVENESS DATE: 20000207 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-96321 FILM NUMBER: 525943 BUSINESS ADDRESS: STREET 1: 3760 CALLE TECATE STREET 2: STE A CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8054828277 S-8 1 VIEW TECH, INC. Registration No. 333-_______ As filed with the Securities and Exchange Commission on February 7, 2000 - -------------------------------------------------------------------------------- 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 registrant as specified in its charter) Delaware 77-0312442 - ---------------- ---------------------- (State or other (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 3760 Calle Tecate Suite A Camarillo, California 93012 (805) 482-8277 (Address, including zip code, and telephone number, including area code, or registrant's principal executive offices) -------------------------------------------------- AMENDED 1997 STOCK INCENTIVE PLAN --------------------------------- (Full title of plan) S. Douglas Hopkins Chief Executive Officer View Tech, Inc. 3760 Calle Tecate Suite A Camarillo, California 93012 (805) 482-8277 (Name and address, including zip code, and telephone number, including area code, of agent for service) -------------------------------------------------- Copies to: Matthias & Berg LLP 1990 South Bundy Drive Suite 790 Los Angeles, California 90025 Attn: Jeffrey P. Berg, Esq. Phone (310) 820-0083 Fax (310) 820-8313 (REGISTRATION STATEMENT COVER PAGE CONTINUED)
CALCULATION OF REGISTRATION FEE ================================== =================== ============================ =============== ================ Proposed Maximum Aggregate Amount of Title of Each Class of Amount to be Proposed Maximum Offering Registration Securities to be Registered Registered(1) Offering Price per Share(1) Price(1) Fee(2) - ---------------------------------- ------------------- ---------------------------- --------------- ---------------- 1997 Stock Incentive Plan - Common Stock, par value $0.01 per share 634,900 $3.85 $2,444,365 $645.32 ================================== =================== ============================ =============== ================
- ---------------------------------- (1) Estimated solely for the purpose of calculating the registration fee. (2) Pursuant to General Instruction E, the registration fee paid in connection herewith is based on the market price of the Company's Common Stock, as of February 4, 2000, with respect to the 634,900 shares to be registered in connection with the Company's Amended 1997 Stock Incentive Plan. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1: Plan Information. ----------------- The information required by Part I is included in documents to be sent or given to the participants. ITEM 2: Registration Information and Employee Plan Annual Information. -------------------------------------------------------------- Upon written or oral request, View Tech, Inc., a Delaware corporation (the "Registrant") will provide, without charge, a copy of all documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are incorporated by reference in the Section 10(a) Prospectus, and all other documents required to be delivered to employees pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). All requests should be made to View Tech, Inc., S. Douglas Hopkins, Chief Executive Officer, 3760 Calle Tecate, Suite A, Camarillo, California 93012, tel no. (805) 482-8277. PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3: Incorporation of Documents by Reference. ---------------------------------------- The following documents, which are on file with the Securities and Exchange Commission (the "Commission"), are incorporated in this Registration Statement by reference: (a) Annual Report on Form 10-K for the Year Ended December 31, 1998. (b) Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 1999. (c) Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 1999. (d) Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 1999. (e) Registration Statement on Form S-8 (No. 333-30389), filed as of June 30, 1997, with the Commission. (f) Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders on May 25, 1999, filed as of April 28, 1999, with the Commission. (g) The description of the Common Stock which is contained in the registration statements filed under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered hereby have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. ITEM 5. Interests of Named Experts and Counsel. --------------------------------------- Not Applicable 2 ITEM 6. Indemnification of Directors and Officers. ------------------------------------------ The Registrant's Bylaws (the "Bylaws") provide that the Registrant shall, to the fullest extent authorized by Delaware law, indemnify any director who is made, or is threatened to be made, a party to an action or proceeding, whether civil or criminal, administrative or investigative, by reason of being a director of the Registrant or a predecessor corporation of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation; PROVIDED, HOWEVER, that the Registrant shall indemnify any such agent in connection with a proceeding initiated by such agent only if such proceeding was authorized by the Registrant's Board of Directors (the "Board"). The Bylaws further provide that such indemnification provisions shall: (i) not be deemed to be exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to actions in their official capacities and as to actions in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director, and (iii) inure to the benefit of the heirs, executors and administrators of such a person. The Bylaws provide that the Registrant's obligation to provide indemnification shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Registrant or any other person. The Bylaws further provide that the Board in its discretion shall have the power to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an officer or employee of the corporation. The Bylaws also provide that expenses incurred by a director of the Registrant in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director of the Registrant (or was serving at the Registrant's request as a director or officer of another corporation) shall be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Registrant, as authorized by relevant sections of the Delaware General Corporation Law. Notwithstanding the foregoing, the Registrant shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the Registrant and approved by a majority of the Board which alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent's fiduciary or contractual obligations to the Registrant or any other willful and deliberate breach of bad faith of such agent's duty to the Registrant or its stockholders. In addition, the Registrant's Certificate of Incorporation provides that a director of the Registrant shall not be personally liable 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 Registrant or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct, (iii) for knowing violations of law, (iv) for any transaction from which the director derived any improper personal benefit to the director, and (v) for unlawful payments of dividends or unlawful stock repurchases or redemptions, as provided in Section 174 of the Delaware General Corporation Law. Further, if the Delaware General Corporation Law is amended, after approval by the Company's stockholders of this provision in the Certificate of Incorporation, to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Registrant shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. The Registrant maintains a directors' and officers' liability insurance policy that, subject to certain limitations, terms and conditions, will insure the directors and officers of the Registrant against losses arising from wrongful acts (as defined by the policy) in his or her capacity as a director or officer. Delaware law empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except in the case of 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 or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed 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. 3 A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she must be indemnified by the corporation against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense. Any indemnification under this section, unless ordered by a court or advanced pursuant to this section, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) by the stockholders; (b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. The certificate of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or an action in another capacity while holding his or her office, except that indemnification, unless ordered by a court pursuant to this section or for the advancement of any director or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. 4 ITEM 8: Exhibits -------- 5.1 Opinion of Matthias & Berg LLP 23.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Carpenter, Kuhen & Sprayberry, Independent Public Accountants 24.1 Power of Attorney (included in signature page) 99.1 1997 Stock Incentive Plan(1) 99.2 Amended 1997 Stock Incentive Plan - ---------------- (1) Previously filed as an exhibit to the Company's Registration Statement on Form S-8 (No. 333-30389), filed as of June 30, 1997, with the Commission. - ---------------------------------- ITEM 9: Undertakings ------------ 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: (i) To include any prospectus required by Section 10(a) (3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. (iii) 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; PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the Registration Statement is on From S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is incorporated by reference from periodic reports filed by the Registrant under the Exchange Act. (2) That, for determining liability under the Securities Act, to treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial BONA FIDE offering. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the end of the offering. The undersigned registrant hereby under takes 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 (and, where applicable, each filing of any 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. 5 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 in the successful defense of any action, suit or proceeding) is asserted by such director, officers 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 Securities Act and will be governed by the final adjudication of such issue. 6 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 Camarillo, California, on this 7th day of February, 2000. VIEW TECH, INC. By: /s/ S. Douglas Hopkins ------------------------------------------- S. Douglas Hopkins, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity in Which Signed Date - --------- ------------------------ ---- /s/ S. Douglas Hopkins Chief Executive Officer February 7, 2000 - ------------------------------ (Principal Executive Officer) S. Douglas Hopkins /s/ Christopher Zigmont Chief Financial Officer February 7, 2000 - ------------------------------ (Principal Financial Officer Christopher Zigmont and Principal Accounting Officer) /s/ Paul C. O'Brien Chairman of the Board of Directors February 7, 2000 - ------------------------------ Paul C. O'Brien /s/ Franklin A. Reece, III Director February 7, 2000 - ------------------------------ Franklin A. Reece, III /s/ Robert F. Leduc Director February 7, 2000 - ------------------------------ Robert F. Leduc /s/ David F. Millet Director February 7, 2000 - ------------------------------ David F. Millet /s/ William J. Shea Director February 7, 2000 - ------------------------------ William J. Shea
7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints S. Douglas Hopkins and Christopher Zigmont, or either of them, as his true and lawful attorney-in-fact and agent, with full power 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) and supplements to this Registration Statement, and to file the same 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 end 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 any of them or their 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 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity in Which Signed Date - --------- ------------------------ ---- /s/ S. Douglas Hopkins Chief Executive Officer February 7, 2000 - ------------------------------ (Principal Executive Officer) S. Douglas Hopkins /s/ Christopher Zigmont Chief Financial Officer February 7, 2000 - ------------------------------ (Principal Financial Officer Christopher Zigmont and Principal Accounting Officer) /s/ Paul C. O'Brien Chairman of the Board of Directors February 7, 2000 - ------------------------------ Paul C. O'Brien /s/ Franklin A. Reece, III Director February 7, 2000 - ------------------------------ Franklin A. Reece, III /s/ Robert F. Leduc Director February 7, 2000 - ------------------------------ Robert F. Leduc /s/ David F. Millet Director February 7, 2000 - ------------------------------ David F. Millet /s/ William J. Shea Director February 7, 2000 - ------------------------------ William J. Shea
8 EXHIBIT INDEX ------------- Sequentially Document Description of Document Numbered Page - -------- ----------------------- ------------- 5.1 Opinion of Matthias & Berg LLP 23.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Carpenter, Kuhen & Sprayberry, Independent Public Accountants 24.1 Power of Attorney (included on signature page) 99.1 1997 Stock Incentive Plan(1) 99.2 Amended 1997 Stock Incentive Plan - ---------------- (1) Previously filed as an exhibit to the Company's Registration Statement on Form S-8 (No. 333-30389), filed as of June 30, 1997, with the Commission. - ---------------------------------- 9 EX-5.1 2 OPINION OF MATTHIAS & BERG LLP February 7, 2000 View Tech, Inc. 3760 Calle Tecate Suite A Camarillo, California 93012 Re: Registration Statement on Form S-8 View Tech, Inc. --------------- Gentlemen: We are acting as counsel for View Tech, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of up to 634,900 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock) reserved for issuance pursuant to the Company's Amended 1997 Stock Incentive Plan (the "Plan") and with respect to any options ("Options") to purchase shares of Common Stock which may be granted in connection with the Plan. A Registration Statement on Form S-8 covering the Shares (the "Registration Statement") is being filed under the Act with the Securities and Exchange Commission. In rendering the opinions expressed herein, we have reviewed such matters of law as we have deemed necessary and have examined copies of such agreements, instruments, documents and records as we have deemed relevant. In rendering the opinions expressed herein, we have assumed the genuineness and authenticity of all documents examined by us and of all signatures thereon, the legal capacity of all natural persons executing such documents, the conformity to original documents of all documents submitted to us as certified or conformed copies or photocopies and the completeness and accuracy of the certificates of public officials examined by us. We have made no independent factual investigation with regard to any such matters. View Tech, Inc. February __, 2000 Page 2 Based upon the foregoing and subject to the qualifications stated herein, it is our opinion that the Shares, issued or to be issued upon the exercise of any Options duly granted pursuant to the Plan, when issued, paid for and delivered upon the exercise of such Options, in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. The opinions expressed herein are limited to matters involving the federal laws of the United States and to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. The opinions expressed herein are rendered solely for your benefit in connection with the transaction described herein. Except as otherwise provided herein, this opinion may not be used or relied upon by any person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent. Respectfully submitted, /s/ MATTHIAS & BERG LLP EX-23.2 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To View Tech, Inc.: As independent public accountants, we herby consent to the incorporation by reference in this Form S-8 of our report dated January 21, 1999 included in View Tech, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Boston, Massachusetts February 1, 2000 EX-23.3 4 CONSENT OF IND. CERTIFIED PUBLIC ACCOUNTANTS CONSENT TO INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement of View Tech Inc. on Form S-8 of our report dated March 13, 1997 appearing in the annual report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our reports incorporated by reference into the Registration Statement of View Tech, Inc. on Form S-8, File No. 333-30389, currently on file with the Securities and Exchange Commission. CARPENTER, KUHEN & SPRAYBERRY /s/ Carpenter, Kuhen & Spraybery Oxnard, California February 7, 2000 EX-99.2 5 AMENDED 1997 STOCK INCENTIVE PLAN AMENDMENT NO. 1 TO VIEW TECH, INC. 1997 STOCK INCENTIVE PLAN THIS AMENDMENT NO. 1 TO VIEW TECH, INC. 1997 STOCK INCENTIVE PLAN (the "Amendment"), is dated as of this November 29, 1999, and is effective as of the date of the approval of the Amendment by the Board of Directors and the stockholders of View Tech, Inc., a Delaware corporation (the "Corporation"). WHEREAS, on April 16, 1999, the Board of Directors of the Corporation approved the Amendment to the Corporation's 1997 Stock Incentive Plan (the "Plan"), for the purpose of increasing the number of shares of the Corporation's common stock, par value $0.0001 per share (the "Common Stock"), reserved for issuance with respect to stock options which may be granted by the Corporation to eligible persons under the Plan, from 600,000 shares to 1,234,900 shares, including up to 634,900 shares converted from the Corporation's 1995 Stock Option Plan; WHEREAS, on May 25, 1999, the Corporation's stockholders approved the Amendment by the affirmative vote of in excess of a majority of the shares present or represented and entitled to vote at a duly convened meeting of the stockholders of the Corporation; WHEREAS, the Corporation deems it in the best interest of the Corporation to amend the Plan, in the manner set forth below; NOW, THEREFORE, the Corporation hereby amends the Plan, as follows: 1. AMENDMENT TO PLAN. Article V(A) of the Plan is hereby amended to read in its entirety, as follows: V. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common Stock initially reserved for issuance over the term of the Plan shall be 1,234,900 shares. Shares reserved for issuance under the Plan shall include up to 634,900 shares, including 340,510 shares outstanding and 294,390 shares available for grant as stock options, as of April 16, 1999, and converted from, the Corporation's 1995 Stock Option Plan. 2. INCORPORATION BY REFERENCE. Except as expressly modified herein, the Plan shall continue to remain in full force and effect, and this Amendment shall incorporate by reference all terms and conditions of the Plan which are not otherwise contrary to the provisions of this Amendment. Executed and dated as of the date first written above, at Camarillo, California. VIEW TECH, INC. a Delaware corporation By: /S/ S. Douglas Hopkins ------------------------- S. Douglas Hopkins Chief Executive Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----