-----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, K4TLKF41cEKZzRgYTk4ZaQMNBJsYb1SjyA9RZPOJtx8AqUJ3JB1GTLV4gDRzJ3n+ DtT67m2CTWXOLWrnqlW3DA== 0000931731-02-000147.txt : 20020416 0000931731-02-000147.hdr.sgml : 20020416 ACCESSION NUMBER: 0000931731-02-000147 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020415 EFFECTIVENESS DATE: 20020415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDEOLOCITY INTERNATIONAL INC CENTRAL INDEX KEY: 0000786771 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870429154 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-86292 FILM NUMBER: 02611587 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 INC DATE OF NAME CHANGE: 20000124 FORMER COMPANY: FORMER CONFORMED NAME: PINE VIEW TECHNOLOGIES CORP DATE OF NAME CHANGE: 19960608 S-8 1 s8-videolocity.txt 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 INTERNATIONAL, INC. 2002 STOCK OPTION AND STOCK AWARD 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 500,000 Shares $ 1.05 per Share $ 525,000 $ 48.30 $.001(1) ============================================================================================ TOTAL FEE $ 48.30
(1) Based upon 500,000 shares of common stock granted under the plan covered by this Registration Statement. The fee with respect to these shares 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, 2001, which contains audited financial statements for the Company's fiscal year ended October 31, 2001. (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 12,500,000 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. 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. -2- 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 Andersen Andersen & Strong, L.C., Independent Certified Public Accountants 23.2 Consent of Leonard E. Neilson, Attorney at Law, P.C. (included in Exhibit 5.1) 99.1 Videolocity International, Inc. 2002 Stock Option and Stock Award Plan 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. -3- 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 April 15, 2002. VIDEOLOCITY INTERNATIONAL, INC. (Registrant) By: /s/ ROBERT E. HOLT ---------------------------------- Robert E. Holt, President and C.E.O. 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/ ROBERT E. HOLT ---------------------------------- Robert E. Holt President, C.E.O. and Director DATE: April 15, 2002 By: /s/ BENNIE L. WILLIAMS ---------------------------------- Bennie L. Williams, Chairman and Director DATE: April 15, 2002 By: /s/ LARRY R. MCNEILL ---------------------------------- Larry R. McNeill, Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) DATE: April 15, 2002 By: /s/ D. T. NORMAN ---------------------------------- D. T. Norman, Secretary, Treasurer and Director DATE: April 15, 2002 By: /s/ DR. JAMES P. HILL ---------------------------------- Dr. James P. Hill, Vice Chairman and Director DATE: April 15, 2002 By: /s/ DAN DRISCOLL ---------------------------------- Dan Driscoll, Vice President Corporate Development and Director DATE: April 15, 2002 -4- EX-5.1 4 exhibit5no1.txt OPINION RE: LEGALITY EX-5.1 Opinion and consent of Leonard E. Neilson, Attorney at Law, P.C. LEONARD E. NEILSON ATTORNEY AT LAW 8160 South Highland Drive Suite 209 Sandy, Utah 84093 Phone: (801) 733-0800 Fax: (801) 733-0808 April 15, 2002 Videolocity International, Inc. 358 South 700 East Suite B604 Salt Lake City, Utah 84102 Re: Form S-8 Registration Statement Videolocity International, Inc. 2002 Stock Option and Stock Award 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 International, Inc. 2002 Stock Option and Stock Award Plan (the "Plan"). 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. -1- 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, /S/ LEONARD E. NEILSON --------------------------- Leonard E. Neilson :ae -2- EX-23.1 5 exhibit23no1.txt CONSENTS OF EXPERTS AND COUNSEL EX-23.1 ANDERSEN ANDERSEN & STRONG, L.C. ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202 Certified Public Accountants Salt Lake City, Utah 84106 and Business Consultants Member SEC Practice Section of the AICPA Telephone 801-486-0096 Fax 801 486-0098 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT Videolocity International Inc. and Subsidiaries We hereby consent to the use of our report dated February 8, 2002, for the period ended October 31, 2001 to be included in the Registration Statement on Form 8 as appearing in the Annual Report on Form 10KSB. /S/ ANDERSEN ANDERSEN & STRONG, L.C. ------------------------------------- ANDERSEN ANDERSEN & STRONG, L.C. April 12, 2002 Salt Lake City, Utah -3- EX-99.I 6 exhibit99no1.txt LEGAL OPINION EX-99.1 VIDEOLOCITY, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN VIDEOLOCITY INTERNATIONAL, INC. 2002 STOCK OPTION AND STOCK AWARD PLAN Recitals WHEREAS, Videolocity, International, Inc., formerly named Pine View Technologies Corporation (the "Company"), adopted on November 15, 2000 by the written consent of shareholders holding a majority of the Company's issued and outstanding shares, an omnibus stock option and stock award plan pertaining to 5,000,000 shares of the Company's authorized but unissued common stock; WHEREAS, on March 1, 2002, the Company effected a reverse stock of its issued and outstanding shares of common stock on a one share for ten shares basis, thus reducing the number of shares available under the omnibus stock option and stock award plan to 500,000 shares; and WHEREAS, on March 26, 2002, the Company's Board of Directors finalized and memorialized the terms and conditions of the omnibus stock option and stock award plan and caused the drafting of this document to be known as the Videolocity International, Inc. 2002 Stock Option and Stock Award Plan; NOW, THEREFORE, the Videolocity International, Inc. 2002 Stock Option and Stock Award Plan is hereby effected and put into effect by the duly authorized action of the Board of Directors. 1. Name of Plan. This plan shall be known as the "Videolocity International, Inc. 2002 Stock Option and Stock Award 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 officers, directors, key employees and consultants of the Company, and to align the financial interests of these persons with those of its shareholders by providing those officers, directors, key employees and consultant with a proprietary interest in the Company's performance and progress through the award of stock options, appreciation rights or stock awards from time to time. 3. Effective Date and Term. The Plan shall be effective as of March 26, 2002, 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. 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 officers, directors, 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 officer, director, 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 prospective Participant any right to be retained in the employ of the Company. In addition to or in lieu of awards granted to officers, directors, key employees and consultants pursuant to this Plan, the Board of Directors may from time to time make grants and awards to officers, directors, key employees and consultants pursuant to other incentive compensation plans of the Company, if any. -1- 6. Awards. Awards made under the Plan shall be in shares of common stock, stock options or appreciation rights. 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 shares, options or rights granted to such Participant; and (ii) the vesting schedule, if applicable. Notwithstanding the foregoing, however, if an award is 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 award and subsequent sale of all or any portion of the common stock issuable upon conversion would not constitute an exempt transaction under Section 16b, the Board may prohibit the Participant from converting such award 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"), any awards remaining unvested on the Termination Date (the "Unvested Awards") 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 Awards 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 of the Participant, all Unvested Awards 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 Awards 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. 10. Non-Assignment of Rights. Any option or right granted under the Plan shall be exercisable only by the Participant, or in the event of Participant's disability, by his or her guardian, conservator, or other legal representative, during the Participant's lifetime. In the event of the death of the Participant, an option or right shall be exercisable by the Participant's legal representative, legatee, or heir, as the case may be, or by such person as the Participant may designate as beneficiary or beneficiaries in a signed statement included as a part of the option agreement. No option or right shall be transferable by the Participant, either voluntarily or involuntarily, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. Any attempt to exercise, transfer or otherwise dispose of an interest in an option or right in contravention of the terms and conditions of the Plan, or of the option or right agreement, shall immediately void the option or right. 11. Cost of the Plan. All 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 awards shall be deemed to have vested, prior to fulfillment of all of the following conditions: (a) 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; -2- (b) 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 (c) 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 500,000. 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, recapitalization, merger, consolidation or other change in capitalization, appropriate adjustment shall be made by the Board in the number and kind of awards and shares of common stock subject to the Plan and any other relevant provisions of the Plan, whose determination shall be binding and conclusive on all persons. 15. Legal Compliance. It is the intent of the Plan that all options granted under it ("Options") shall be either "Incentive Stock Options" ("ISOs"), as such term is defined in Section 422 of the Internal Revenue Code of 1986, as amended ("Code"), or non-qualified stock options ("NQOs"); provided, however, ISOs shall be granted only to employees of the Company. An Option shall be identified as an ISO or an NQO in writing in the document or documents evidencing the grant of the Option. All Options that are not so identified as ISOs are intended to be NQOs. In addition the Plan provides for the grant of NQOs to employees of companies that do business with the Company. It is the further intent of the Plan that it conform in all respects with the requirements of Rule 16b-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"). To the extent that any aspect of the Plan or its administration shall at any time be viewed as inconsistent with the requirements of Rule 16b-3 or, in connection with ISOs, the Code, such aspect shall be deemed to be modified, deleted or otherwise changed as necessary to ensure continued compliance with such provision. 16. 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-----