S-8

As filed with the Securities and Exchange Commission on August 29, 2003

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AVATECH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	7372	81-1035353
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

11400A Cronridge Drive, Owings Mills, Maryland 21117

(Address of Principal Executive Offices) (Zip Code)

Avatech Solutions, Inc. 2002 Stock Option Plan

(Full Title of the Plan)

Donald (“Scotty”) Walsh,

Chief Executive Officer,

11400A Cronridge Drive,

Owings Mills,

Maryland 21117

(Name, Address, Including Zip Code of Agent for Service)

(410) 581-8080

(Telephone Number, Including Area Code, of Agent for Service)

COPY TO:

Christopher Olander,

Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.,

One South Street, 27^th Floor,

Baltimore, Maryland 21202

CALCULATION OF REGISTRATION FEE:

Title of each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Common Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	3,100,000	$0.85	$2,635,000	$213.17

(1) Estimated solely for purposes of calculating the registration fee under Rule 457(c) and (g) under the Securities Act of 1933. The proposed maximum offering price per share is based on the last sale price of $0.85 per share of registrant’s common stock reported on the OTC Bulletin Board on August 26, 2003.

PART I: INFORMATION REQUIRED IN THE PROSPECTUS

The documents containing the information in Part I will be sent to each person eligible to participate in the Avatech Solutions, Inc. (the “Registrant”) 2002 Stock Option Plan (the “Plan”), as contemplated by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (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 pursuant to Item 3 of Part II of this registration statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3: Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference the following documents:

Avatech Solutions, Inc. SEC Filings (File No. 0-288-42)	Date Filed	File No.
Current Report on Form 8-K	January 25, 2002	001-28842
Current Report on Form 8-K	March 11, 2002	001-31265
Current Report on Form 8-K	May 2, 2002	001-31265
Current Report on Form 8-K	May 28, 2002	001-31265
Current Report on Form 8-K	August 14, 2002	001-31265
Current Report on Form 8-K	August 21, 2002	001-31265
424(b)(3) Prospectus	October 2, 2002	333-89386
Current Report on Form 8-K	November 20, 2002	001-31265
Current Report on Form 8-K	December 4, 2002	001-31265
Current Report on Form 8-K	January 31, 2003	001-31265
Current Report on Form 8-K	February 19, 2003	001-31265
Current Report on Form 8-K	March 4, 2003	001-31265
Current Report on Form 8-K	April 16, 2003	001-31265
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003	May 15, 2003	001-31265
Current Report on Form 8-K	May 16, 2003	001-31265
Current Report on Form 8-K	May 16, 2003	001-31265
Registration Statement on Form S-1	June 4, 2003	333-104035
Current Report on Form 8-K	June 23, 2003	001-31265
Current Report on Form 8-K	August 4, 2003	001-31265
Description of the Company’s Common Stock included in form 8-A	October 24, 2002	001-31265

Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.

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To the extent that any proxy statement is incorporated by reference herein, such incorporation shall not include any information contained in such proxy statement which is not, pursuant to the Commission’s rules, deemed to be “filed” with the Commission or subject to the liabilities of Section 18 of the Exchange Act.

The Registrant will provide without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of and any and all documents incorporated herein by reference (other than exhibits to such documents). Written requests should be directed to: 11400A Cronridge Drive, Owings Mills, Maryland 21117.

Item 4: Description of Securities

Not applicable (the Registrant’s common stock is registered under section 12 of the Exchange Act).

Item 5: Interests of Named Experts and Counsel

Not applicable.

Item 6: Indemnification of Directors and Officers

Under Delaware General Corporation Law, a corporation shall have the power to indemnify 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 (other than an action by or in the right of the corporation) by reason of the fact that the person 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, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person acted in good faith and in a manner such person 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 reasonable cause to believe the person’s conduct was unlawful.

Although Delaware General Corporation Law permits a corporation to indemnify any person referred to above against expenses (including attorney fees) that are actually and reasonably incurred by such person (“Expenses”), in connection with the defense or settlement of an action by or in the right of the corporation, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the corporation’s best interests, if such person has been judged liable to the corporation, indemnification for such expenses is only permitted to the extent that the Court of Chancery, or the court in which the action or suit was brought, determines that, despite the adjudication of liability, such person is entitled to indemnity for such Expenses as the Court of Chancery, or such other court, deems proper.

The determination, with respect to a person who is a director of officer at the time of such determination, as to whether a person seeking indemnification has met the required standard of conduct is to be made (i) by a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

Delaware General Corporation Law also provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit, or proceeding covered by the statute, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. In addition, Delaware General Corporation Law provides for the general authorization of advancements of a director’s or officer’s litigation expenses, subject to an undertaking by such person to repay any such advancement if such person is ultimately found not to have been entitled to reimbursement for such expenses and that indemnification and advancement of expenses provided by the statute shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Avatech’s Restated certificate of incorporation provides that Avatech shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by Delaware General Corporation Law. Avatech also is

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authorized to secure insurance on behalf of any person it is required or permitted to indemnify. Pursuant to this provision, Avatech maintains liability insurance for the benefit of its directors and officers.

Item 7: Exemption from Registration Claimed

Not Applicable.

Item 8: Exhibits

Exhibit No.	Exhibit Description	Page No.
5.1	Opinion	E–1
10.1	Avatech Solutions, Inc. 2002 Stock Option Plan*
15.1	Letters regarding unaudited interim financial information**
16.1	Letter regarding change in certifying accountant+
21.1	Subsidiaries of the Registrant**
23.1	Consent of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. (included in Exhibit 5.1)
23.2	Consent of Ernst & Young	E–3
23.3	Consent of Walpert and Wolpoff, LLP	E–4
24.1	Power of attorney	E–5

* Incorporated by reference to the Registrant’s Registration Statement on Form S-4 filed on May 30, 2002.

** Incorporated by reference to the Registrant’s Registration Statement on form S-1 filed on March 26, 2003.

+ Incorporated by reference to the Registrant’s Current Report on form 8-K filed on March 4, 2003.

Item 9: Undertakings

(a) 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 of 1933;

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 the volume of securities offered (if the total dollar value of the 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii. To include any material information with respect to any plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

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3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold t the termination of the offering.

b. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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 as 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 an 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant 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 August 29, 2003.

AVATECH SOLUTIONS, INC.
By:	/s/
	Donald R. “Scotty” Walsh Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed on August 29, 2003 by the following persons in the capacities indicated:

Signature	Title	Date
/s/ Donald “Scotty” Walsh	Chief Executive Officer and Director	August 29, 2003
/s/ Beth O. MacLaughlin	Chief Financial Officer	August 29, 2003
/s/ W. James Hindman By: Beth O. MacLaughlin, Attorney-in-Fact	Chairman of the Board	August 29, 2003
/s/ Henry D. Felton By: Beth O. MacLaughlin, Attorney-in-Fact	Vice Chairman of the Board	August 29, 2003
/s/ George Cox By: Beth O. MacLaughlin, Attorney-in-Fact	Director	August 29, 2003
/s/ James A. Fanella By: Beth O. MacLaughlin, Attorney-in-Fact	Director	August 29, 2003
/s/ Eugene J. Fischer By: Beth O. MacLaughlin, Attorney-in-Fact	Director	August 29, 2003

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EX-5.1

                                                                     Exhibit 5.1

                                   LAW OFFICES

                 NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER, P.A.

                                   27th FLOOR
                                ONE SOUTH STREET
                         BALTIMORE, MARYLAND 21202-3282
                                  www.nqgrg.com
                                 (410) 332-8550

HILLEL TENDLER                                                         FAX NO.
(410) 332-8552                                                    (410) 951-6038
                                                                 E-MAIL ADDRESS:
                                                                    HT@NQGRG.COM

                                 August 27, 2003

Board of Directors
Avatech Solutions, Inc.
11400A Cronridge Drive
Owings Mills, Maryland 21117

Gentlemen:

         We are acting as counsel to Avatech Solutions, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") relating to 3,100,000 shares of the Company's Common Stock, $0.01
par value per share (the "Shares"), reserved for issuance under the Company's
2002 Stock Option Plan (the "Plan"). This opinion letter is being rendered in
connection with the filing of the Registration Statement.

         We have examined copies of (i) the Certificate of Incorporation of the
Company, as amended (the "Charter"), (ii) the Bylaws of the Company, as amended,
(iii) the Plan, and (iv) the actions of the Board of Directors of the Company
relating to the matters referred to herein. We have also examined the
Registration Statement and Exhibits thereto (collectively, with the documents
described in the preceding sentence, referred to as the "Documents").

         In expressing the opinions set forth below, we have assumed, and as far
as is known to us there are no facts inconsistent therewith, that all Documents
submitted to us as originals are authentic, all documents submitted to us as
certified or photostatic copies conform to the original documents, all
signatures on all such Documents are genuine, all public records reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.

         We express no legal opinion upon any matter other then that explicitly
addressed below, and our opinion herein contained shall not be interpreted to be
an implied opinion upon any other matter.

         Based on the foregoing, it is our opinion that Shares sold by the
Company to participants under the Plan, upon receipt of the consideration
required to be paid therefor, will be duly and validly issued, fully paid and
nonassessable.

         The foregoing opinion is limited to the General Corporation Law of the
State of Delaware and the laws of the United States of America, and we do not
express any opinion herein concerning any other law. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or
if we become aware of any fact that might change the opinion expressed herein
after the date hereof.

                                      E-1



NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER, P.A.

Board of Directors
Avatech Solutions, Inc.
August 27, 2003
Page 2




         This opinion is being furnished to you for your benefit and may not be
relied upon by any other person without our prior written consent.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act.

                                  Very truly yours,
                                  Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.

                                  By:                   /s/
                                     -------------------------------------------


Baltimore, Maryland
August 27, 2003

                                      E-2

EX-23.2

                                                                    EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-______) of Avatech Solutions, Inc., pertaining to the Avatech
Solutions, Inc. 2002 Stock Option Plan, of our report dated September 3, 2002
(except Note 3 and 14, as to which the date is March 10, 2003) with respect to
the consolidated financial statements of Avatech Solutions, Inc. for the year
ended June 30, 2002 included in the Registration Statement (Form S-1 No.
333-104035), filed with the Securities and Exchange Commission.

                                            /s/ Ernst & Young LLP

Baltimore, Maryland
August 22, 2003

                                      E-3

EX-23.3

                                                                    EXHIBIT 23.3


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-______) of Avatech Solutions, Inc., pertaining to the Avatech
Solutions, Inc. 2002 Stock Option Plan, of our report dated October 3, 2001
(except Note 3, as to which the date is September 3, 2002) with respect to the
consolidated financial statements of Avatech Solutions, Inc. for the years ended
June 30, 2001 and 2000 included in the Registration Statement (Form S-1 No.
333-104035), filed with the Securities and Exchange Commission.


                                                  /s/ Walpert & Wolpoff, LLP


Baltimore, Maryland
August 26, 2003

EX-24.1

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Donald
R. "Scotty" Walsh and Beth O. MacLaughlin as his attorneys-in-fact and agents,
each acting alone, with full power of substitution and resubstitution, from such
person and in each person's name, place, and stead, in any and all capacities,
to sign any and all registration statements, amendments (including
post-effective amendments) to any registration statement, or, with all exhibits
thereto and all documents in connection therewith, as well as any Form 3, 4 or 5
under Section 16 of the Securities Exchange Act of 1934, 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 or 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 and agents or any of them, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.


Name                                Title                                   Date
- -------------------------------------------------------------------------------------------------------------------
                                                                                  

                   /s/                      Chief Executive Officer                     July 31, 2003
- ----------------------------------------
Donald R. "Scotty" Walsh                    and Director


                   /s/                      Chief Financial Officer                     July 31, 2003
- ----------------------------------------
Beth O. MacLaughlin


                   /s/                      Chairman of the Board                       July 31, 2003
- ----------------------------------------
W. James Hindman


                   /s/                      Vice-Chairman of the Board                  July 31, 2003
- ----------------------------------------
Henry D. Felton


                   /s/                      President and CEO                           July 31, 2003
- ----------------------------------------
Eric Pratt


                   /s/                      Director                                    July 31, 2003
- ----------------------------------------
Eugene J. Fischer


                   /s/                      Executive Vice President                    July 31, 2003
- ----------------------------------------
Scott N. Fischer


                   /s/                      Director                                    July 31, 2003
- ----------------------------------------
James A. Fanella


                   /s/                      Senior Vice President                       July 31, 2003
- ----------------------------------------
Debra Keith


                   /s/                      Director                                    July 31, 2003
- ----------------------------------------
George Cox


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