-----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, VoVl5BpWih7kaEu2fGcAOEwwM7mAPoAuQR+ZDjHFGmebj2MNS174mVNtluzbs6RT Fo/+yXcAxhHxdnWRNfiA3g== 0000950147-01-502081.txt : 20020413 0000950147-01-502081.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950147-01-502081 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011227 EFFECTIVENESS DATE: 20011227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIMENSIONAL VISIONS INC/ DE CENTRAL INDEX KEY: 0000836809 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 232517953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75980 FILM NUMBER: 1823036 BUSINESS ADDRESS: STREET 1: 2301 WEST DUNLAP STREET 2: SUITE 207 CITY: PHOENIX STATE: AZ ZIP: 85021 BUSINESS PHONE: 6029971990 MAIL ADDRESS: STREET 1: 8855 N. BLACK CANYON HWY STREET 2: STE 2000 CITY: PHOENIX STATE: AZ ZIP: 85021 S-8 1 e-7911.txt S-8 FOR DIMENSIONAL VISIONS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 2001 REGISTRATION NO. ___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Dimensional Visions Incorporated (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 23-2517953 (I.R.S. Employer Identification No.) Dimensional Visions Incorporated 2301 West Dunlap Avenue, Suite 207 Phoenix, AZ 85021 (602) 997-1990 (Address of Registrant's principal executive offices, including zip code) ADVISOR COMPENSATION PLAN (Full title of the Plan) Prentice Hall Corporation System, Inc. 1013 Centre Road Wilmington, DE 19805 (302) 998-0595 (Name, address and telephone number of agent for service) COPIES TO: Lynne Bolduc, Esq. SENN PALUMBO MEULEMANS, LLP 18301 Von Karman Avenue, Suite 850 Irvine, CA 92612-1009 Approximate Date of Proposed Sale to the Public: As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE ========================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered per Share Price Registration Fee - --------------------------------------------------------------------------------------------------------- Common Stock, $0.001 Par Value(1) 2,500,000 $0.04 $100,000 $25.00 =========================================================================================================
(1) Consists of 1,250,000 shares of common stock issuable to David W. Keaveney and 1,250,000 shares of common stock issuable to Jason M. Genet for consulting services. (2) The registration fee is based upon the closing bid price of the Shares as of December 26, 2001 calculated pursuant to Rule 457(c). ================================================================================ CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K Form S-8 Item Number and Caption Caption in Prospectus ----------- --------------------- 1. Forepart of Registration Statement Facing Page of Registration and Outside Front Cover Page of Statement and Cover Page of Prospectus Prospectus 2. Inside Front and Outside Back Inside Cover Page of Prospectus Cover Pages of Prospectus and Outside Cover Page of Prospectus 3. Summary Information, Risk Factors Not Applicable and Ratio of Earnings to Fixed Charges 4. Use of Proceeds Not Applicable 5. Determination of Offering Price Not Applicable 6. Dilution Not Applicable 7. Selling Security Holders Sales by Selling Security Holder 8. Plan of Distribution Cover Page of Prospectus and Sales by Selling Security Holder 9. Description of Securities to be Description of Securities; Registered 10. Interests of Named Experts and Counsel Legal Matters 11. Material Changes Not Applicable 12. Incorporation of Certain Information Incorporation of Certain by Reference Documents by Reference 13. Disclosure of Commission Position Indemnification of Directors on Indemnification for Securities and Officers; Undertakings Act Liabilities DATED: DECEMBER 27, 2001 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant incorporates the following documents by reference in the registration statement: The Company's Annual Report on Form 10-KSB filed for the fiscal year ended June 30, 2001, the Company's Quarterly Report on Form 10-QSB filed for the quarter ended September 30, 2001 and the description of the Company's Common Stock contained in the Company's Registration Statement on Form SB-2/A dated June 25, 2001. All other documents filed in the future by Registrant after the date of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which deregisters the securities covered hereunder which remain unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. A description of the Registrant's securities is set forth in the Prospectus incorporated as a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS The Company's Bylaws and the Delaware Corporation Law provide for indemnification of directors and officers against certain liabilities. Officers and directors of the Company are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, were not found guilty, and, in any criminal matter, had reasonable cause to believe that their conduct was not unlawful. The Company's Certificate of Incorporation further provides that a director of the Company shall not be personally liable for monetary damages to the Company or its shareholders for breach of any fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for the unlawful payments of dividends or stock redemption by the Company or (iv) for any transaction from which the director derives an improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 1 ITEM 8. EXHIBITS 5 Opinion of Senn Palumbo Meulemans, LLP, consent included, relating to the issuance of the shares of securities pursuant to the Consulting Agreement dated December 26, 2001 10.1 Multimedia/Corporate Imaging Agreement, dated December 7, 2001 23.1 Consent of Senn Palumbo Meulemans, LLP (contained in their opinion set forth as Exhibit 5) 23.2 Consent of Kopple & Gottlieb, LLP 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; (iii) 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, including (but not limited to) any addition or election of a managing underwriter. (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 offered 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. (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. (c) 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 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 that 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. 2 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 City of Phoenix, State of Arizona, on December 26, 2001. DIMENSIONAL VISIONS INCORPORATED /s/ John D. McPhilimy ------------------------------------------- By: John D. McPhilimy Its: President, Chief Executive Officer, and Director EX-5 3 ex5.txt OPINION OF SENN PALUMBO MEULEMANS, LLP Exhibit 5 [LETTERHEAD OF SENN, PALUMBO, MEULEMANS LLP] December 26, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 Re: Dimensional Visions Incorporated Ladies and Gentlemen: This office represents Dimensional Visions Incorporated, a Delaware corporation (the "Registrant") in connection with the Registrant's Registration Statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which relates to the registration of a total of 2,500,000 shares of the Registrant's Common Stock issuable 1,250,000 shares to David W. Keaveney and 1,250,000 shares to Jason M. Genet for performance of certain consulting services (the "Registered Securities"). In connection with our representation, we have examined such documents and undertaken such further inquiry as we consider necessary for rendering the opinion hereinafter set forth. Based upon the foregoing, it is our opinion that the Registered Securities, when sold as set forth in the Registration Statement, will be legally issued, fully paid and nonassessable. We acknowledge that we are referred to under the heading "Legal Matters" in the Prospectus which is a part of the Registrant's Form S-8 Registration Statement relating to the Registered Securities, and we hereby consent to such use of our name in such Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement and with such state regulatory agencies in such states as may require such filing in connection with the registration of the Registered Securities for offer and sale in such states. SENN PALUMBO MEULEMANS, LLP /s/ Senn Palumbo Meulemans, LLP EX-10.1 4 ex10-1.txt MULTIMEDIA/CORPORATE IMAGING AGREEMENT Exhibit 10.1 MULTIMEDIA/CORPORATE IMAGING AGREEMENT DATED DECEMBER 7, 2001 MULTI-MEDIA/CORPORATE IMAGING AGREEMENT This Agreement is hereby entered effective this 7th day of December 2001 between Dimensional Vision Inc. (OTCBB: DVUI) the ("Client"), David W. Keaveney and Jason M. Genet (the "Members"). RECITALS Client is retaining Members for the completion of two phases. PHASE ONE: Create Multimedia CD ROM, Corporate Imaging and Marketing Material ("New Product") and PHASE TWO: Make reasonable effort to assist Client to organize, produce and supervise corporate imaging as approved by Client. To complete both PHASE ONE and PHASE TWO it is mutually agreed the total cost (the "Fee") of Three Hundred and Fifty Thousand Dollars ($350,000) may be satisfied by cashiers check or Three Hundred and Fifty Thousand Dollars ($350,000) in shares of common stock of Client ("Shares") registered with the Securities and Exchange Commission ("SEC") on Form S-8 representing 5,000,000 Shares priced at $.07 per Share (bid price the day of this Agreement). It is understood that if the Share price falls below $.07, Client will deliver additional Shares to compensate for decreased Share price for a period of six months from the date of this Agreement. It is also understood that if the Share price increase above $.07 per Share, Members shall return to Client any remaining Shares for a period of six months from the date of this Agreement. Both Client and Members agree that payment for these services will be made in four (4) installments as described herein. With respect to providing the services, Members agree to make themselves available for reasonable amounts of time and upon reasonable notice, devote reasonable and good faith attention to Client's needs. Specific assignments, however, will be mutually agreed upon and may incur additional fees to the Client but not over the cost of $500 with out prior consent from Client. It is understood that Members do not perform investment advisory services and/or advise any person or entity to buy or sell the Client's stock. Members are providing bona fide services and are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Client's securities. "Statement of Work" which is attached, provides a descriptive outline of the "New Product." 1. INDEPENDENT CONTRACTOR STATUS Members are acting as independent contractors, and not as employees or partner of the Client. As such, neither party has the authority to bind the other, nor make any unauthorized representations on behalf of the other. 2. COMPENSATION, PHASE ONE Prior to beginning PHASE ONE, (see "Statement of Work," attached), at Client's election, Client agrees to compensate Members $87,500 in form of cashiers check or 1,250,000Shares registered with the SEC on Form S-8. In addition, the Client shall reimburse Members for their out-of-pocket expenses related to or regarding its efforts on behalf of the Client for including, but not limited to, telecommunication, travel, third-party advertising, production costs, postage and mail processing. Upon completion of PHASE ONE, Client agrees to deliver to Members an additional $87,500 or 1,250,000 Shares registered with the SEC on Form S-8. 3. COMPENSATION, PHASE TWO Prior to beginning PHASE TWO, (see "Statement of Work," attached), at Client's election, Client agrees to compensate Members $87,500 in form of cashiers check or 1,250,000 Shares registered with the SEC on Form S-8. Upon completion of PHASE TWO, Client agrees to make final payment of $87,500 or 1,250,000 Shares registered with the SEC on Form S-8 prior to product being delivered to Client. 1 4. PAYMENT Within five (5) business days of the signing of this Agreement, Client agrees to deliver to Members the initial sum of $87,500 or 1,250,000 Shares registered with the SEC on Form S-8 to begin PHASE ONE of this Agreement. If Client is paying with registered Shares, Client agrees that, when received by Members, the above-described Shares shall be validly issued and outstanding, fully paid and nonassessable and will not be subject to any liens or encumbrances and shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Client further acknowledges and agrees that the Shares are earned by Members: (1) upon Client's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Members' agreement to make its resources available to serve Client; and (3) regardless of whether Client seeks to terminate this Agreement prior to Members' delivery of any services hereunder. If Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Client to Members other than by reason of Members' gross negligence or willful misconduct, Members shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Client or Members prevail in any such suit. If Client is paying with Shares, within five (5) business days following the signing of this Agreement, Client shall issue the initial 1,250,000 shares equally to Members as follows: 625,000 to David W. Keaveney; and 625,000 to Jason M. Genet. Upon satisfactory completion of PHASE TWO, Client will sign "satisfaction of work" form (delivered to Client upon completion of PHASE TWO). Once Client has proofed all work to be error free, any changes made will result in additional costs. It is strongly recommended that Client carefully review all final proofs prior to signing "satisfaction of work" form. Once Members have received final payment, within five (5) business days, Members will deliver finished product to Clients, at Members expense. 5. MISCELLANEOUS. a. EXPENSES. Each party hereto shall bear their own expenses incurred pursuant to this Agreement except as otherwise specifically set forth herein. b. ENTIRE AGREEMENT. This Agreement, together with the Schedules and Exhibits referred to herein which are incorporated herein by this reference, and the agreements referred to herein, shall constitute the entire agreement between the parties hereto with respect to the transactions contemplated hereby. 2 c. CONSTRUCTION. The parties hereto agree that this Agreement shall be construed in accordance with the laws of the State of California without giving effect to its principles of conflicts of laws. The parties irrevocably consent to the jurisdiction of the courts of the state of California, county of Orange for resolution of any and all claims and disputes arising out of this Agreement. d. INVALID PROVISIONS. If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance wherefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically by the Company as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and legal, valid and enforceable. e. NUMBER AND GENDER OF WORDS. When the context so requires in this Agreement, words of gender shall include either or both of the other genders and the singular number shall include the plural. f. ASSIGNMENT. This Agreement shall be binding upon the parties hereto, their successors and assigns, and prior to the Closing Date shall not be assignable without the express written consent of all parties hereto. g. AMENDMENTS. This Agreement may be amended only by a written agreement executed by all of the parties hereto. h. NOTICES. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other Party hereto shall be in writing and shall be given by facsimile, personal delivery, overnight delivery, or mailed by registered or certified mail, postage prepaid, with return receipt requested, to the following addresses: To: "Client" Dimensional Visions Incorporated Attention: John D. McPhilimy, President 2301 West Dunlap, Suite 207 Phoenix, AZ 85021 Facsimile No.: (602) 997-5658 To: "Members" David W. Keaveney 3550 N. Central Avenue S-1000 Phoenix, AZ 85012 Jason M. Genet 3550 N. Central Avenue S-1000 Phoenix, AZ 85012 With a copy to: Senn Palumbo Meulemans, LLP 18301 Von Karman Avenue, Suite 850 Irvine, California 92612 Attention: Lynne Bolduc, Esq. Fax: 949/251-1331 3 The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by facsimile, personal delivery, or overnight delivery in accordance with the provisions of this Section, said notice shall be conclusively deemed given at the time of such delivery. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given seven business days after deposit thereof in the United States mail. i. AUTHORITY. Each party executing this Agreement warrants his authority to execute this Agreement. j. COUNTERPARTS. This Agreement may be executed in several counterparts and it shall not be necessary for each party to execute each of such counterparts, but when all of the parties have executed and delivered one of such counterparts, the counterparts, when taken together, shall be deemed to constitute one and the same instrument, enforceable against each party in accordance with its terms. k. FACSIMILE SIGNATURES. The parties hereto agree that this Agreement may be executed by facsimile signatures and such signatures shall be deemed originals. The parties further agree that within ten days following the execution of this Agreement, they shall exchange original signature pages. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date first written above. IF THE FOREGOING IS AGREEABLE, PLEASE INDICATE YOUR APPROVAL BY SIGNING AND DATING BELOW AND RETURNING BY FAX OR MAIL. Signed: /s/ David W. Keaveney Signed: /s/ John D. McPhilimy ---------------------------- ---------------------------- Dated: December 10, 2001 Dated: December 10, 2001 ---------------------------- ---------------------------- David W. Keaveney Title: President ---------------------------- ---------------------------- Member Company: Dimensional Visions Incorporated Signed: /s/ Jason M. Genet ---------------------------- Dated: December 10, 2001 ---------------------------- Jason M. Genet ---------------------------- Member 4 (ATTACHMENT) "STATEMENT OF WORK" Below are the detailed services associated with performing PHASE ONE and PHASE TWO as agreed to in this contract. PHASE ONE * Due Diligence * DESIGN REVIEW * Story Board CDROM * Gather content * Travel for Photo shoot and video production * One-page corporate fact sheet (blocks of 1,000) insert for case * Building of Mini CD ROM Business Cards (blocks of 1,000) specific to one product (Additional cards can be produced) * Label inserts for DVD Cases (blocks of 1,000) * Silk-Screen (blocks of 1,000) CD ROMS * Burning of CD ROM (blocks of 1,000) Attachment I of II 5 PHASE TWO * Co-create Marketing Plan * Assist in the dissemination and marketing of "New Product" * Organize, produce and supervise corporate imaging * Advertising and marketing of "New Product" * BUILD OF CORPORATE FACT SHEET * Story Board Webmercial; 30 - 60 seconds in length * Create CD Cover * Create Logo * Create Insert Sleeve * Create Multimedia CD ROM to include Flash Application (blocks of 1,000) * Assist in marketing and distribution; domestic and global * Organize, produce and supervise corporate imaging Attachment II of II 6 EX-23.2 5 ex23-2.txt CONSENT OF KOPPLE & GOTTLIEB, LLP Exhibit 23.2 CONSENT OF KOPPLE & GOTTLIEB, LLP INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Dimensional Visions Incorporated Phoenix, Arizona We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and in the related Prospectus, of our report dated October 31, 2001 relating to the financial statements of Dimensional Visions Incorporated as of June 30, 2001 and June 30, 2000. /s/ Kopple & Gottlieb, LLP KOPPLE & GOTTLIEB, LLP Jenkintown, Pennsylvania Dated: December 26, 2001 -----END PRIVACY-ENHANCED MESSAGE-----