-----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, HhcXHhCkK/vcBWvYmDLa3qKhnnd3jHxzG+daeU+U1tMNLDPtxVg62yEOsDmPB8mP +pOBH3LWmLaR1ugNakZS1A== 0001125282-02-002072.txt : 20020621 0001125282-02-002072.hdr.sgml : 20020621 20020621120909 ACCESSION NUMBER: 0001125282-02-002072 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020621 EFFECTIVENESS DATE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIRE ONE TECHNOLOGIES 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: 1933 Act SEC FILE NUMBER: 333-90920 FILM NUMBER: 02684042 BUSINESS ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 8054828277 MAIL ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: VIEWTECH INC DATE OF NAME CHANGE: 19950418 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 S-8 1 b318968_s8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 21, 2002 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------------- WIRE ONE TECHNOLOGIES, INC. (Exact name of Registrant as Specified in Its Charter) ---------------------------------------------- Delaware 77-0312442 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 225 Long Avenue Hillside, New Jersey 07205 (Address of Principal Executive Offices) 2000 Stock Incentive Plan (Full Title of the Plan) ---------------------------------------------- Richard Reiss Chairman and Chief Executive Officer WIRE ONE TECHNOLOGIES, INC. 225 Long Avenue Hillside, New Jersey 07205 (Name and Address of Agent for Service) (973) 282-2000 (Telephone Number, Including Area Code, of Agent For Service) Copies to: Jonathan Birkhahn Michael J.W. Rennock, Esq. Executive VP Business Affairs and Morrison & Foerster LLP General Counsel 1290 Avenue of the Americas Wire One Technologies, Inc. New York, New York 10104 225 Long Avenue (212) 468-8000 Hillside, New Jersey 07205 (973) 282-2000 -------------------------------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================== Title of Securities to be Amount Proposed Maximum Proposed Maximum Amount of Registered to be Offering Price Aggregate Offering Registration Registered Per Share (1) Price (1) Fee - ------------------------------------------------------------------------------------------------------------------ Common Stock, par value 1,400,000 $ 1.95 $2,730,000 $251 $.0001 per share ==================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the high and low prices of the Registrant's Common Stock quoted on the Nasdaq National Market on June 19, 2002. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Wire One Technologies, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (1) The contents of the Registrant's Registration Statement on Form S-8, Commission File No. 333-66948, including exhibits thereto, are hereby incorporated by reference into this Registration Statement, except as the same may be modified by the information set forth herein. (2) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2001. (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. (3) The Registrant's definitive Proxy Statement on Schedule 14A dated April 22, 2002. (4) The Registrant's Current Reports on Form 8-K filed with the Commission on January 10, 2002, January 15, 2002 and June 11, 2002. (5) The description of the Registrant's Common Stock contained in the Company's Registration Statement on Form S-1 filed with the Commission on July 28, 2000, Commission File No. (333-42518), and all amendments thereto filed for the purpose of updating such description. All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement but 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. Any statement contained in a document 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 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 8. Exhibits. 5.1 Opinion of Morrison & Foerster LLP. 23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1). 23.2 Consent of BDO Seidman LLP, Independent Auditors. 24.1 Power of Attorney (See page 4). 3 SIGNATURES Pursuant to the requirements of the Securities Act, Wire One Technologies, Inc. certifies that it has reasonable grounds to believe that 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 Hillside, State of New Jersey, on June 21, 2002. WIRE ONE TECHNOLOGIES, INC. By: /s/ Richard Reiss ------------------------------- Richard Reiss Chairman and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Richard Reiss and Jonathan Birkhahn, with full power to act alone, his true and lawful attorneys-in-fact and agents, jointly and severally, with the power of substitution, 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, 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done 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 may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on this 21st day of June, 2002.
Signature Title --------- ----- /s/ Richard Reiss - ------------------------------------------------------- Chairman and Chief Executive Officer Richard Reiss (Principal Executive Officer) /s/ Christopher Zigmont Chief Financial Officer - ------------------------------------------------------- (Principal Financial and Accounting Officer) Christopher Zigmont /s/ Lewis Jaffe - ------------------------------------------------------- President and Vice Chairman Lewis Jaffe /s/ Leo Flotron - ------------------------------------------------------- Chief Operating Officer and Director Leo Flotron /s/ Jonathan Birkhahn Executive Vice President Business Affairs, - ------------------------------------------------------- General Counsel, Secretary and Director Jonathan Birkhahn
4 /s/ Dean Hiltzik Director - ------------------------------------------------------- Dean Hiltzik /s/ James Kuster Director - ------------------------------------------------------- James Kuster /s/ Peter N. Maluso Director - ------------------------------------------------------- Peter N. Maluso
5 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 5.1 Opinion of Morrison & Foerster LLP. 23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1). 23.2 Consent of BDO Seidman LLP, Independent Auditors. 24.1 Power of Attorney (See page 4). EX-5.1 3 b318969ex5_1.txt OPINION LETTER Exhibit 5.1 [MORRISON & FOERSTER LLP LETTERHEAD] June 21, 2002 Wire One Technologies, Inc. 225 Long Avenue Hillside, NJ 07205 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 to be filed by Wire One Technologies, Inc. with the Securities and Exchange Commission on June 21, 2002 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,400,000 shares (the "Plan Shares") of your common stock, par value $.0001 per share (the "Common Stock"), which will be issuable under the Wire One Technologies, Inc. 2000 Stock Incentive Plan (the "Plan"). As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the Plan and the authorization of the issuance of the shares of Common Stock under the Plan and such documents as we have deemed necessary to render this opinion. Based upon the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable shares of Common Stock. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Morrison & Foerster LLP Morrison & Foerster LLP EX-23.2 4 b318969ex23_2.txt CONSENT Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Wire One Technologies, Inc. Hillside, New Jersey We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 25, 2002, relating to the consolidated financial statements and schedules of Wire One Technologies, Inc. appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. /s/ BDO Seidman, LLP BDO Seidman, LLP Woodbridge, New Jersey June 17, 2002 -----END PRIVACY-ENHANCED MESSAGE-----