Unassociated Document

(1)

This registration statement registers (i) 1,000,000 additional shares of the same class as other securities for which a registration statement filed on this form relating to the same employee benefit plan is effective, plus (ii) 17,156 shares of such other securities that remain unissued under such effective registration statement. The Registrant previously registered 100,000 shares of common stock on October 18, 1996 (File No. 333-14429), 75,000 shares of common stock on June 4, 1998 (File No. 333-56079), 125,000 shares of common stock on August 26, 1999 (File No. 333-85939), and 700,000 on July 7, 2004 (File No. 333-117195) pursuant to the Avatech Solutions, Inc. Employee Stock Purchase Plan. An aggregate of 2,000,000 shares will be registered pursuant to this plan upon the effectiveness of this registration statement, plus an indeterminable number of additional shares that may become issuable by operation of the anti-dilution provisions of the plan.

(2)

Estimated solely for purposes of determining the registration fee. The proposed maximum aggregate offering price per share has been computed pursuant to Rule 457(h) based upon the price at which the rights may be exercised. Under the plan, rights may be exercised at a strike price equal to 85% of the fair market value of a share of common stock at the time of grant. Based upon the average of the high and low prices of the common stock of the registrant as reported on the OTC Bulletin Board on November 27, 2007 of $.84 per share, the aggregate exercise price for the 1,017,156 shares to be offered hereby is $722,180.76.

This registration statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering (i) 1,000,000 additional shares of common stock, par value $.01 per share (the “Common Stock”), of Avatech Solutions, Inc., a Delaware corporation (the “Registrant”), reserved for issuance upon the grant of rights to purchase shares of Common Stock under the Avatech Solutions, Inc. Employee Stock Purchase Plan (the “Plan”), plus (ii) 17,156 shares of Common Stock that were previously registered under the Plan but remain unissued. Registration statements filed on Form S-8 relating to the Plan are currently effective. The Registrant has elected to rely upon General Instruction E to Form S-8, which permits the filing of an abbreviated registration statement for the registration of additional securities for an employee benefit plan for which an earlier S-8 registration is effective. Consequently, pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8, File Nos. 333-14429, 333-56079, 333-85939, and 333-117195, are incorporated by reference into this registration statement.

As originally adopted in 1996, the Plan reserved 100,000 shares of Common Stock for issuance. In May 1998, the Registrant’s stockholders approved an amendment to the Plan increasing by 75,000 the number of shares issuable under the Plan. In May 1999, the Registrant’s stockholders approved an amendment to the Plan increasing by 125,000 the number of shares issuable under the Plan. In October 2003, the Registrant’s stockholders approved an amendment to the Plan increasing by 150,000 the number of shares issuable under the Plan. In June 2004, the Registrant’s stockholders approved an amendment to the Plan increasing by 550,000 the number of shares issuable under the Plan. On November 9, 2007, the Registrant’s stockholders approved an amendment to the Plan increasing by 1,000,000 the number of shares issuable under the Plan, bringing the total number of shares issuable under the Plan to 2,000,000.

The documents containing information specified in Part I (Plan information and Registrant information) will be sent or given to employees as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

(i) Annual Report on Form 10-K for the year ended June 30, 2007, filed with the SEC on September 28, 2007 (which includes certain information contained in the Registrant’s definitive Proxy Statement on Schedule 14A for the 2007 Annual Meeting of Stockholders, filed with the SEC on October 2, 2007, and incorporated therein by reference);

(v) Description of the Common Stock which appears in the Registrant’s Registration Statement on Form 8-A filed on September 11, 1996, or any description of the Common Stock that appears in any prospectus forming a part of any subsequent registration statement of the Registrant or in any registration statement filed pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in and made a part of this registration statement from the date of filing of such documents, provided, however, that nothing in this registration statement shall be deemed to incorporate information furnished but not filed on Form 8-K. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in a document subsequently filed 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.

The Registrant will promptly provide without charge to each person to whom a prospectus is delivered a copy of any or all information that has been incorporated herein by reference (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into such information) upon the written or oral request of such person. Written requests should be directed to: Avatech Solutions, Inc., Corporate Secretary, 10715 Red Run Boulevard, Suite 101, Owings Mills, Maryland 21117. Telephone requests should be directed to the Corporate Secretary at (410) 581-8080.

Section 43 of the Registrant’s Bylaws provides that the Registrant shall indemnify its directors and executive officers to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), and allows the Registrant to indemnify other officers, employees and agents as permitted by Section 145 of the DGCL.

Section 145 of the DGCL permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action (i.e., one by or in the right of the corporation), indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Article VI of the Registrant’s Restated Certificate of Incorporation provides that directors will not be personally liable to the Registrant or its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors except (i) for any breach of the duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, which makes directors liable for unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for transactions from which the director derives an improper personal benefit.

Section 43(c) of the Registrant’s Bylaws requires the Registrant to advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or executive officer of the Registrant, or is or was serving at the request of the Registrant as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, all expenses incurred by such person in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it should be determined ultimately that such person is not entitled to be indemnified. However, the Bylaws generally prohibit the Registrant from advancing any amounts to a non-director executive officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Registrant.

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Corporation pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(b) The undersigned registrant hereby undertakes 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an 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.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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 Owings Mills, State of Maryland, on this 2^nd day of December, 2007.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George M. Davis and Lawrence Rychlak, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or 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 and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Garnett Y. Clark, Jr.		/s/ W. James Hindman
Garnett Y. Clark, Jr. , Director December 4, 2007		W. James Hindman, Director December 4, 2007
		/s/ Robert J. Post
George W. Cox, Director December __, 2007		Robert J. Post, Director December 4, 2007
/s/ Eugene J. Fischer		/s/ Dave Reymann
Eugene J. Fischer, Director December 4, 2007		Dave Reymann, Director December 4, 2007
/s/ George M. Davis
George M. Davis, Director, President and Chief Executive Officer December 4, 2007		Thom Waye, Director and Board Chair December __, 2007


		/s/ Lawrence Rychlak
		Lawrence Rychlak, Chief Financial Officer December 4, 2007

Exhibit Number		Description of Exhibits

4		Avatech Solutions, Inc. Employee Stock Purchase Plan, as amended (filed herewith).

5		Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC as to legality of Shares to be issued (filed herewith).

23.1		Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC (included in their opinion in Exhibit 5).

23.2		Consent of Stegman and Company (filed herewith)

23.3		Consent of Ernst & Young LLP (filed herewith)

Delaware		81-1035353
(State or Other Jurisdiction of Incorporation or Organization		(I.R.S. Employer Identification Number)

CALCULATION OF REGISTRATION FEE
Title of Shares to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (3)
Common Stock, par value $.01 per share		1,017,156	$	0.71	$	722,180.76	$	20.60


	AVATECH SOLUTIONS, INC.

	By:	/s/ George M. Davis
		George M. Davis President and Chief Executive Officer