SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
View Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation or Organization)
59-2928366
(I.R.S. Employer Identification No.)
1100 Wilso Drive, Baltimore, Maryland, 21223
(Address of Principal Executive Offices) (Zip Code)
View Systems Consulting Agreement (250,000 shares)
(Full Title of the Plan)
Gunther Than
President and Chief Executive Officer
1100 Wilso Drive
Baltimore, Maryland, 21223
(Name and Address of Agent for Service)
(410) 646-3000
(Telephone Number, Including Area Code, of Agent For Service)
Calculation of Registration Fee
Proposed Maximum Proposed
Offering Maximum Amount of
Title of Securities Amount To Be Price Per Share2 Aggregate Registration
To Be Registered Registered1 Offering Price Fee
Common Stock, 250,000 $.59 $147,500 $13.57
Par Value, $.001
1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) based on the average of the high and low prices
reported on the NASDAQ OTCBB on February 1, 2002, which was $.59.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required for this Item is included in documents
distributed to the Participant.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information required for this Item is included in documents
distributed to the Participant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by View Systems, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are, as of
their respective dates, hereby incorporated by reference in this Registration
Statement:
(i) The Company's Annual Report on Forms 10-KSB and 10-KSB/A for
the fiscal year ended December 31, 2000;
(ii) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, and the
Company's Current Report on Form 8-K filed on July 16, 2001; and
(iii) The description of the Company's Common Stock contained in
the Company's Registration Statement on Forms 10-SB and 10SB/A, Registration
Numbers 000-30178 and 001-15247.
All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.001 per
share (the "Shares"), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered 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. 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 Prospectus 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not required.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Florida corporations are authorized to indemnify against liability any
person who is a party to any legal proceeding because such person is a director
or officer of the corporation. The officer or director must act in good faith
and in a manner reasonably believed to be in the best interests of the
corporation and, with respect to any criminal action or proceeding, have no
reasonable cause to believe the conduct was unlawful. Florida law does not allow
indemnification for an act or omission that involves intentional misconduct or a
knowing violation of a law. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is found liable, unless the court in which such action was
brought determines such person is fairly and reasonably entitled to
indemnification. Indemnification is required if a director or officer has been
successful on the merits.
The indemnification authorized under Florida law is not exclusive and is
in addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.
Our articles of incorporation provide for the indemnification of
directors and executive officers to the maximum extent permitted by Florida law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification would be required
or permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibits.
Copies of the following documents are included as exhibits to this
registration statement pursuant to Item 601 of regulation S-B.
SEC
Exhibit
No. Description
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3.01 Article of Incorporation.*
3.02 Bylaws.*
4.01 Specimen certificate for Common Stock.*
4.02 Consulting Agreement with Paul Lemmon.**
5.01 Letter opinion, including consent of Gordon, Feinblatt,
Rothman, Hoffberger & Hollander, LLC, regarding legality
of Common Stock to be issued pursuant to the Employment
and Consultant Agreements.**
23.01 Consent of Stegman & Company, PA, independent certified
public accountants.**
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* Incorporated by reference to Forms 10-SB filed August 13, 1999, File No.
000-30178, and Form 10-SB/A filed September 21, 1999, File No. 001-15247.
** Filed herewith.
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 to include any
material information with respect to the 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland, on this 4th day of
February, 2002.
VIEW SYSTEMS, INC.
By: /s/ Gunther Than
__________________________________
Gunther Than, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gunther Than and Martin Maassen, and each of them
individually, his true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, 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 connection therewith,
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 either
of them, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons as of the date
indicated below.
SIGNATURE DATE
/s/ Gunther Than February 4, 2002
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Gunther Than, President, Chief
Executive Officer and Director
/s/ Martin Maassen February 4, 2002
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Martin Maassen, Chairman of
the Board of Directors
/s/ Michael Bagnoli February 4, 2002
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Michael Bagnoli, Director
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