-----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, Re6v43MIGC2MUINgqugHfwIPoeD0kkaLVVp4zH0bOHVBu0ADr8Jn098C4n3RTU+i r3q3qKGcSjg1lbPefvIb/w== 0000931731-01-500265.txt : 20010801 0000931731-01-500265.hdr.sgml : 20010801 ACCESSION NUMBER: 0000931731-01-500265 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: gov.sec.edgar.dataobjects.object.PDSubFN429Data@f2cc2f95 FILED AS OF DATE: 20010731 EFFECTIVENESS DATE: 20010731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDEOLOCITY INTERNATIONAL INC CENTRAL INDEX KEY: 0000786771 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870429154 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66370 FILM NUMBER: 1694083 BUSINESS ADDRESS: STREET 1: 1762-A PROSPECTOR DR CITY: PARK CITY STATE: UT ZIP: 84060 BUSINESS PHONE: 801-230-0839 MAIL ADDRESS: STREET 1: 1762-A PROSPECTOR DR CITY: PARK CITY STATE: UT ZIP: 84060 FORMER COMPANY: FORMER CONFORMED NAME: PINE VIEW TECHNOLOGIES CORP DATE OF NAME CHANGE: 19960608 FORMER COMPANY: FORMER CONFORMED NAME: PINE VIEW TECHNOLOGIES INC DATE OF NAME CHANGE: 20000124 S-8 1 videolocitys8.txt REGISTRATION STATEMENT Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 VIDEOLOCITY INTERNATIONAL, INC. (Exact name of issuer as specified in its charter) NEVADA 87-0429154 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 358 South 700 East, Suite B604, Salt Lake City, Utah 84102 (Address of Principal Executive Offices) (Zip Code) VIDEOLOCITY, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN (Full title of the plan) Larry R. McNeill 358 South 700 East Suite B604 Salt Lake City, Utah 84102 (Name and address of agent for service) (801) 521-2808 (Telphone 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 Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee Common Stock, par value 10,000,000 $ 1.70 per Share $ 17,000,000 $ 4,250.00 $.001(1) Shares ================================== ==================== ===================== ===================== =================== TOTAL FEE $ 4,250.00
(1) Based upon 10,000,000 shares of common stock granted under the plan covered by this Registration Statement. The fee with respect to these share has been calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based upon the last sale reported for the Issuer's common stock on a date within five (5) days prior to the date of filing this Registration Statement. 1 Part II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference in this Registration Statement by Videolocity International, Inc. (the "Company") and made a part hereof. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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 in this Registration Statement and to be part hereof from the date of filing such documents. (a) The Company's latest annual report on Form 10-KSB for the fiscal year ended October 31, 2000, which contains audited financial statements for the Company's fiscal year ended October 31, 2000. (b) All other reports 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 (a) above. (c) Not applicable. Item 4. Description of Securities. The Company is authorized to issue 125,000,000 shares of common stock, par value $.001. All shares of common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of common stock entitles the holder thereof to (i) one non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders; (ii) to participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefore; and (iii) to participate pro rata in any distribution of assets available for distribution upon liquidation of the Company. Stockholders of the Company have no preemptive rights to acquire additional shares of common stock or any other securities. The common stock is not subject to redemption and carries no subscription or conversion rights. All outstanding shares of common stock are fully paid and non-assessable. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. As permitted by the provisions of the Nevada Revised Statutes (the "NRS"), the Company has the power to indemnify any person made a party to an action, suit or proceeding by reason of the fact that they are or were a director, officer, employee or agent of the Company, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any such action, suit or proceeding if they acted in good faith and in a manner which they reasonably believed to be in, or not opposed to, the best interest of the Company and, in any criminal action or proceeding, they had no reasonable cause to believe their conduct was unlawful. Termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the Company, and, in any criminal action or proceeding, they had no reasonable cause to believe their conduct was unlawful. 2 The Company must indemnify a director, officer, employee or agent of the Company who is successful, on the merits or otherwise, in the defense of any action, suit or proceeding, or in defense of any claim, issue, or matter in the proceeding, to which they are a party because they are or were a director, officer employee or agent of the Company, against expenses actually and reasonably incurred by them in connection with the defense. The Company's Articles of Incorporation eliminate personal liability of directors, officers and stockholders of the Company for damages for breach of fiduciary duty, but do not eliminate the liability of a director or officer for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (b) the payment of distributions to stockholders in violation of the applicable statutes of the NRS. The Company may provide to pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as the expenses 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 they are not entitled to be indemnified by the Company. The NRS also permits a corporation to purchase and maintain liability insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the corporation as a director, officer, employee or agent, of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against them and liability and expenses incurred by them in their capacity as a director, officer, employee or agent, or arising out of their status as such, whether or not the Company has the authority to indemnify them against such liability and expenses. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. (a) The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name 5.1 Opinion of Leonard E. Neilson, Attorney at Law, P.C. 23.1 Consent of David T. Thomson P.C., Independent Certified Public Accountant 23.2 Consent of Leonard E. Neilson, Attorney at Law, P.C. (included in Exhibit 5.1) 99.1 Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan
3 Item 9. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement; and (iii) To include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 4 SIGNATURES The Registrant. 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 Salt Lake City, State of Utah, on July 31, 2001. VIDEOLOCITY INTERNATIONAL, INC. (Registrant) By: /s/ JERRY E. ROMNEY, JR. ------------------------------ Jerry E. Romney, Jr., President 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. By: /s/ JERRY E. ROMNEY, JR. ------------------------------ Jerry E. Romney, Jr., President and Director DATE: July 31, 2001 By: /s/ DOUGLAS B. MEADOWS ---------------------------- Douglas B. Meadows, Chairman and Director (Principal Executive Officer) DATE: July 31, 2001 By: /s/ LARRY R. MCNEILL -------------------------- Larry R. McNeill, Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) DATE: July 31, 2001 By: /s/ D. T. NORMAN ---------------------- D. T. Norman, DATE: July 31, 2001 By: /s/ DR. JAMES P. HILL --------------------------- Dr. James P. Hill, Vice Chairman and Director DATE: July 31, 2001 By: /s/ LAWRENCE TUREL ------------------------ Lawrence Turel, Vice President Corporate Development and Director DATE: July 31, 2001 By: /s/ BENNIE L. WILLIAMS ---------------------------- Bennie L. Williams, Vice President Sales and Director DATE: July 31, 2001 5 EX-99 2 exhibit99.txt COVER LETTER Leonard E. Neilson Attorney at Law 8160 South Highland Drive Suite 209 Sandy, Utah 84093 Phone: (801) 733-0800 Fax: (801) 733-0808 July 31, 2001 Securities and Exchange Commission Attention: Document Control Filing Desk 450 Fifth Street, N.W. Washington, DC 20549 Via EdgarLink Re: Videolocity International, Inc. Registration Statement on Form S-8 Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan S.E.C. File No. 33-2310-D CIK: 0000786771 Commissioners: On behalf of Videolocity International, Inc. (the "Registrant") in connection with its Registration Statement on Form S-8 (the "Registration Statement"), and pursuant to the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the applicable rules and regulations thereunder, please find herewith the following regarding the Registration Statement: 1. One copy of the Registration Statement including exhibits filed pursuant to the provisions of Regulation S-T. 2. The applicable filing fees has been deposited into the Company's S.E.C. account. The Registration Statement covers the proposed offering of 10,000,000 shares of the Registrant's common stock to be issued pursuant to its subsidiary's Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan. The Registrant would like the Registration Statement declared effective upon receipt by the Commission Staff. Please direct your comments or questions with respect to the Registration Statement and the enclosed materials to the undersigned by telephone at (801) 733-0800, or by FAX at (801) 733-0808 Yours truly, By: /s/ Leonard E. Neilson -------------------------- Leonard E. Neilson :ae Attachments EX-5.1 4 exhibit5no1.txt OPINION OF LEONARD NEILSON LEONARD E. NEILSON ATTORNEY AT LAW 8160 South Highland Drive Suite 209 Sandy, Utah 84093 Phone: (801) 733-0800 Fax: (801) 733-0808 July 31, 2001 Videolocity International, Inc. 358 South 700 East Suite B604 Salt Lake City, Utah 84102 Re: Form S-8 Registration Statement Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan S.E.C. File No. 33-2310-D To the Board of Directors: I have acted as counsel to Videolocity International, Inc., a Nevada corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"), of the Company's registration statement on Form S-8 (the "Registration Statement") relating to the registration under the 1933 Act of shares of the Company's common stock, par value $.001 ("Common Stock") which may be issued pursuant to the Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan (the "Plan"). Videolocity, Inc. is a subsidiary of the Company. In rendering this opinion, I have examined the Registration Statement as well as a copy of the Company's Articles of Incorporation and all amendments thereto, By-Laws, minutes of corporate proceedings, and other corporate documents with respect to the issuance of the Common Stock. I have been furnished with originals, or copies certified to my satisfaction, of all such corporate or other records of the Company (the "Corporate Records") and I have made such other legal and factual examinations and inquiries as I have considered necessary as a basis for the opinions expressed herein. In the examination of the Corporate Records, I have presumed the authenticity of all signatures which existed on the Corporate Records and have presumed the veracity and regularity of all Corporate Records. I have also reviewed such statutes and judicial precedents as deemed relevant and necessary as a basis for the opinion hereinafter expressed. As to the question of fact material to this opinion letter, I have relied upon the representations and warranties, certificates of and conversations and correspondences with, officers and representatives of the Company. Based upon the foregoing, I am of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada. 2. The shares of Common Stock subject to the Registration Statement have been legally and validly authorized under the Articles of Incorporation and, when issued and sold in accordance with the terms of the Plan and the manner contemplated by the Registration Statement, will be duly and validly issued and outstanding, fully paid and nonassessable. This opinion is limited to the laws of the State of Nevada and the Nevada Revised Statutes and no opinion is expressed with respect to the laws of any other jurisdiction. I further consent to you filing this opinion with the Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without the prior written consent of the undersigned. This opinion is based on my knowledge of the law and facts as of the date hereof. I assume no duty to communicate with you with respect to any matter which comes to my attention hereafter. Yours truly, By: /S/ Leonard E. Neilson -------------------------- Leonard E. Neilson :ae EX-23.1 5 exhibit23no1.txt INDEPENDENT AUDITOR'S CONSENT David T.Thomson P.C. Certified Public Accountant INDEPENDENT AUDITOR'S CONSENT I hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of my report dated November 27, 2000 appearing in the Annual Report on Form 10-KSB of Videolocity International, Inc. for the year ended October 31, 2000. By: /s/ David T. Thomson P.C. ----------------------------- David T. Thomson P.C. Salt Lake City, Utah July 27, 2001 P.O. Box 571605 * Murray, Utah 84157 * (801) 966-9481 EX-99.1 6 exhibit99no1.txt ADDITIONAL EXHIBITS VIDEOLOCITY, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN Recitals WHEREAS, Videolocity, Inc., formerly named Moviesonline, Inc. (the "Company"), adopted the Videolocity Inc. 2000 Stock Incentive Plan on October 1, 2000; and WHEREAS, on December 4, 2000, the Company was acquired by Videolocity International, Inc., formerly named Pine View Technologies, Inc. ("Video International"), pursuant to that certain Agreement and Plan of Reorganization, dated as of November 15, 2000, entered into among Video International, the Company, and Pine View Merger Co. (the "Reorganization Agreement"); and WHEREAS, the Reorganization Agreement provided that the Videolocity Inc. 2000 Stock Incentive Plan would be adopted and assumed by Video International effective on the closing date of the reorganization and that awards made under that plan would be changed from plan units convertible into shares of the Company's common stock to plan units convertible into shares of Video International common stock, with the number of shares issuable upon conversion being appropriately adjusted to take into account the exchange ratio of Video International shares for the Company's shares; NOW, THEREFORE, this Videolocity Inc. Amended and Restated 2000 Stock Incentive Plan amends and restates the Videolocity Inc. 2000 Stock Incentive Plan as necessary to give effect to the completion of the transactions contemplated by the Reorganization Agreement and the assumption and adoption of the Videolocity Inc. 2000 Stock Incentive Plan by Video International. 1. Name of Plan. This plan shall be known as the "Videolocity, Inc. Amended and Restated 2000 Stock Incentive Plan" and is hereinafter referred to as the "Plan." 2. Purpose. The purpose of the Plan is to enable the Company to attract and retain qualified persons of the highest caliber to serve as key employees and consultants of the Company, and to align the financial interests of the Company's key employees and consultants with those of its shareholders by providing those key employees and consultants with a proprietary interest in the Company's performance and progress through the award of shares of Video International Common Stock from time to time. 3. Effective Date and Term. The Plan shall be effective as of October 1, 2000, and shall remain in effect for a period of five (5) years or until amended or terminated by action of the Board. The termination of the Plan shall not affect any outstanding awards made under the Plan. 4. Administration. The Company's Board of Directors (the "Board") shall be responsible for the implementation and administration of the Plan. The functions shall include, but not be limited to: (a) interpretation of the Plan (which interpretation shall be final and binding) and establishment of the rules and regulations governing Plan administration; (b) selection of Participants; and (c) determination of the size of individual awards to Participants. In reaching its decisions, the Board of Directors shall consider recommendations made by Management. The Board of Directors may, in discharging its responsibilities under the Plan, delegate such duties to officers or other employees of the Company as it deems appropriate. 1 5. Eligible Participants. The Board shall select participants ("Participants") based on recommendations of the Company's management. Selection as a Participant shall be limited to those key employees and consultants of the Company who enter into employment or consulting agreements with the Company and who, by virtue of their positions, will have an impact on the overall profitability of the Company. No employee or consultant of the Company shall have any right to receive an award under the Plan and neither the existence of the Plan nor any action taken under the Plan shall be construed as giving any Participant any right to be retained in the employ of the Company. In addition to or in lieu of awards granted to key employees and consultants pursuant to this Plan, the Board of Directors may from time to time make grants and awards to key employees and consultants pursuant to other incentive compensation plans of the Company, if any. 6. Awards. All awards made under the Plan shall be in Plan Units. Each Plan Unit shall be convertible at the option of the Participant into one share of the $0.001 par value common stock of Video International (the "Common Stock"), the Company's parent, from and after the date the vesting requirements with respect to such Plan Unit have been satisfied. Each Participant shall be provided with a written notice of award at the time his or her participation in the Plan commences, which notice shall set forth: (i) the total number of Plan Units granted to such Participant; and (ii) the vesting schedule applicable to such Plan Units. Notwithstanding the foregoing, however, if Plan Units are held by a Participant who is an officer or director of the Company and is subject to Section 16(b) of the Exchange Act, and if the conversion of the Plan Units and subsequent sale of all or any portion of the Common Stock issuable upon conversion of the Plan Units would not constitute an exempt transaction under Section 16b, the Board may prohibit the Participant from converting such Plan Units to Common Stock until such time as the conversion and subsequent sale would constitute an exempt transaction under Section 16b. 7. Share Certificates; Voting and Other Rights. The certificates for shares of Common Stock delivered to a Participant shall be issued in the name of the Participant and the Participant shall thereafter be entitled to all rights of a shareholder of the Company with respect to the shares issued in his or her name. 8. Termination of Employment. If a Participant=s employment with the Company terminates prior to the expiration of his or her employment or consulting agreement with the Company (such date of termination of employment being referred to herein as the "Termination Date"), the Plan Units remaining unvested on the Termination Date (the "Unvested Plan Units") shall be treated in the manner provided below. Any terms used but not defined herein shall have meanings ascribed to them in the Participant's employment or consulting agreement with the Company. (a) If the termination of the Participant's employment is for termination "Without Cause" by the Company or termination for "Good Reason" by the Participant, all Unvested Plan Units shall immediately vest in the Participant effective as of the Termination Date. (b) If the termination of the Participant's employment is due to death or disability or the Participant, all Unvested Plan Units shall immediately vest in the Participant effective as of the Termination Date. (c) If the termination of the Participant's employment is for "Cause" by the Company, or other than for "Good Reason," death, or disability by the Participant, all Unvested Plan Units shall be forfeited, unless otherwise determined by the Board of Directors. 9. Amendment, Suspension or Termination of the Plan. The Board may at any time amend, suspend, or terminate the Plan, except that the Board may not terminate or change the material terms of any award previously made to a Participant without the prior written consent of such Participant. 2 10. Non-Assignment of Rights. A Participant=s Plan Units may not be assigned or transferred, and are not subject to attachment, garnishment, execution, or other creditor=s processes. In the event of a Participant=s death, the issuance of shares the Company's Common Stock upon conversion of vested Plan Units, if any, shall be made to the Participant=s designated beneficiary, or estate in the absence of a surviving beneficiary. 11. Cost of the Plan. The expenses incurred in administering the Plan shall be borne by the Company. 12. General Restrictions. Notwithstanding any other provision of the Plan, the Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock under the Plan, and no Plan Units shall be deemed to have vested, prior to fulfillment of all of the following conditions: (i) Obtaining any registration or other qualification of such shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Board shall, in its absolute discretion upon the advice of counsel, shall deem necessary or advisable; (ii) Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Board shall, in its absolute discretion after receiving the advice of counsel, shall determine to be necessary or advisable; and (iii) The receipt, prior to the issuance or delivery of any shares of Common Stock pursuant to the Plan, of payment or satisfactory arrangement for payment by a Participant of any taxes required by law with respect to the issuance or delivery of such shares. 13. Shares Available. Subject to Section 14 below, the maximum number of shares of Common Stock, which may be issued pursuant to the Plan, is 10,000,000. 14. Change in Capital Structure. In the event of any change in the Common Stock by reason of any stock dividend, stock split, combination of shares, exchange of shares, reclassification, recapi talization, merger, consolidation or other change in capitalization, appropriate adjustment shall be made by the Board in the number and kind of Plan Units and shares of Common Stock subject to the Plan and any other relevant provisions of the Plan, whose determination shall be binding and conclu sive on all persons. 15. Governing Law. The Plan and all actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Nevada. 3 -----END PRIVACY-ENHANCED MESSAGE-----