S-8

As filed with the Securities and Exchange Commission on July 29, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

KVH Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	05-0420589
(State or other jurisdiction of incorporation or organization)	(I.R.S Employer Identification Number)

50 Enterprise Center

Middletown, Rhode Island 02842

(Address of Principal Executive Offices)(Zip Code)

KVH Industries, Inc. Third Amended and Restated

2006 Stock Incentive Plan

KVH Industries, Inc. Amended and Restated

1996 Employee Stock Purchase Plan

(Full title of the plan)

Martin A. Kits van Heyningen

President and Chief Executive Officer

KVH Industries, Inc.

50 Enterprise Center

Middletown, Rhode Island 02842

(Name and address of agent for service)

(401) 847-3327

(Telephone number, including area code, of agent for service)

With a copy to:

John D. Hancock, Esq.

Foley Hoag LLP

Seaport West

155 Seaport Boulevard

Boston, Massachusetts 02210

(617) 832-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, $0.01 par value	2,250,000(2)	$12.71(3)	$28,597,500(3)	$2,040
Common stock, $0.01 par value	50,000(4)	$12.71(3)	$635,500(3)	$46
Total				$2,086

(1) Pursuant to Rule 416, this Registration Statement also relates to such indeterminate number of additional shares as may be necessary to satisfy the anti-dilution provisions of the plans to which this Registration Statement relates.

(2) Represents shares reserved for issuance pursuant to awards available for grant under the KVH Industries, Inc. Third Amended and Restated 2006 Stock Incentive Plan (the “2006 Plan”).

(3) The proposed maximum offering price per share of common stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, based on the average of the high and low sale prices of the common stock as reported on the Nasdaq Global Market on July 23, 2010.

(4) Represents shares reserved for issuance pursuant to the KVH Industries, Inc. Amended and Restated 1996 Employee Stock Purchase Plan.

This registration statement covers an aggregate of 2,250,000 shares of common stock issuable pursuant to our Third Amended and Restated 2006 Stock Incentive Plan, as amended (the “2006 Plan”), and 50,000 shares of common stock issuable pursuant to our Amended and Restated 1996 Employee Stock Purchase Plan, as amended (the “1996 Plan,” and together with the 2006 Plan, the “Plans”). These shares are in addition to the shares of common stock registered pursuant to the registration statement on Form S-8, File No. 333-160230, which we filed with the Securities and Exchange Commission on June 25, 2009, and the registration statement on Form S-8, File No. 333-141404, which we filed with the Securities and Exchange Commission on March 19, 2007. The reservation of these 2,300,000 additional shares for issuance pursuant to the Plans was approved by our board of directors on April 8, 2010 and by our stockholders on May 26, 2010.

The contents of our registration statements on Form S-8, File Nos. 333-160230 and 333-141404, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description
4.1	Certificate of Amendment of Certificate of Incorporation dated July 28, 2010 (filed as Exhibit 3.1 to our current report on Form 8-K filed with the SEC on July 29, 2010 and incorporated herein by reference)
5.1	Opinion of Foley Hoag LLP
23.1	Consent of KPMG LLP
23.2	Consent of Foley Hoag LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

SIGNATURES

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 Town of Middletown, Rhode Island on July 29, 2010.

KVH Industries, Inc.
By:	/S/    PATRICK J. SPRATT
	Patrick J. Spratt, Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Martin A. Kits van Heyningen, Patrick J. Spratt and Felise Feingold, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all 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 which they, or any of them, may deem necessary or advisable to be done in connection with this registration statement, 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 any substitute or substitutes for him, any or all of them, may lawfully do or cause to be done by virtue hereof.

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:

Signature	Title	Date
/S/    MARTIN A. KITS VAN HEYNINGEN         Martin A. Kits van Heyningen	President, Chief Executive Officer and Chairman of the Board (principal executive officer)	July 29, 2010
/S/    PATRICK J. SPRATT         Patrick J. Spratt	Chief Financial Officer (principal financial and accounting officer)	July 29, 2010
/S/    ROBERT W.B. KITS VAN HEYNINGEN         Robert W.B. Kits van Heyningen	Director	July 29, 2010
/S/    MARK S. AIN         Mark S. Ain	Director	July 29, 2010
/S/    STANLEY K. HONEY         Stanley K. Honey	Director	July 29, 2010
/S/    BRUCE J. RYAN         Bruce J. Ryan	Director	July 29, 2010
/S/    CHARLES R. TRIMBLE         Charles R. Trimble	Director	July 29, 2010

EXHIBIT INDEX

Exhibit Number	Description
4.1	Certificate of Amendment of Certificate of Incorporation dated July 28, 2010 (filed as Exhibit 3.1 to our current report on Form 8-K filed with the SEC on July 29, 2010 and incorporated herein by reference)
5.1	Opinion of Foley Hoag LLP
23.1	Consent of KPMG LLP
23.2	Consent of Foley Hoag LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

EX-5.1

Exhibit 5.1

Seaport West 155 Seaport Boulevard Boston, MA 02210-2600   617 832 1000 main 617 832 7000 fax

July 29, 2010

KVH Industries, Inc.

50 Enterprise Center

Middletown, Rhode Island 02842

Ladies and Gentlemen:

We have reviewed the Registration Statement on Form S-8 (the “Registration Statement”) being filed by KVH Industries, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering and sale by the Company of up to 2,300,000 shares (the “Shares”) of its common stock, par value $0.01 per share, consisting of 2,250,000 shares issuable under the KVH Industries, Inc. Third Amended and Restated 2006 Stock Incentive Plan, as amended (the “2006 Plan”), and 50,000 shares issuable under the KVH Industries, Inc. Amended and Restated 1996 Employee Stock Purchase Plan, as amended (the “1996 Plan,” and together with the 2006 Plan, the “Plans”).

In arriving at the opinion expressed below, we have examined the certificate of incorporation of the Company, as amended to date, the by-laws of the Company, as amended to date, the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company, the Registration Statement and the Plans.

In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such examination of law, as we have deemed appropriate as a basis for the opinion expressed below. This opinion is limited solely to the General Corporation Law of the State of Delaware, including applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such Law and such Constitution.

We assume that all Shares to be granted or issued upon exercise of options granted or to be granted or pursuant to other awards granted or to be granted pursuant to the Plans will be issued in accordance with the applicable terms of the Plans and that the purchase price of the Shares, or the value of other consideration received or to be received by the Company for the Shares, will be valid consideration equal to or in excess of the par value thereof.

ATTORNEYS AT LAW BOSTON   |   WASHINGTON   |   EMERGING ENTERPRISE CENTER   |   FOLEYHOAG.COM

KVH Industries, Inc.

July 29, 2010

Page 2

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered upon the exercise of options or pursuant to other awards granted or to be granted pursuant to the Plans and against the receipt of the purchase price or other consideration therefor, will be validly issued, fully paid and nonassessable.

This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is effective.

This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to applicable provisions of the Securities Act. This opinion may not be used, quoted, relied upon or referred to for any other purpose nor may this opinion be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

	FOLEY HOAG LLP
By:	/s/    John D. Hancock
	a Partner

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

KVH Industries, Inc.:

We consent to the use of our report dated March 8, 2010, with respect to the consolidated balance sheets of KVH Industries, Inc. and subsidiary as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and accumulated other comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009, and the effectiveness of internal control over financial reporting as of December 31, 2009, incorporated herein by reference.

Providence, Rhode Island

July 29, 2010

KPMG LLP is a Delaware limited liability partnership,

the U.S. member firm of KPMG International Cooperative

(“KPMG International”), a Swiss entity.