S-8 POS 1 d96621a2s-8pos.txt POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 As Filed with the Securities and Exchange Commission on May 7, 2002 REGISTRATION NO. 333-53159 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIEWCAST.COM, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 75-2528700 -------------------------------------------- ------------------- (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 17300 DALLAS PARKWAY, SUITE 2000, DALLAS, TX 75248 -------------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) VIEWCAST.COM, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN -------------------------------------------------------------------------------- (Full title of the plan) MR. GEORGE C. PLATT CHIEF EXECUTIVE OFFICER VIEWCAST.COM, INC. 17300 DALLAS PARKWAY, SUITE 2000 DALLAS, TX 75248 (972) 488-7200 COPY TO: V. GERARD COMIZIO, ESQ. THACHER PROFFITT & WOOD 1700 PENNSYLVANIA AVENUE N.W., SUITE 800 WASHINGTON, D.C. 20006 (202) 347-8400 -------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service
Title of each class of Amount to be Proposed maximum offering Proposed Maximum Amount of securities to be registered registered(1) price per share(2) aggregate offering price registration fee --------------------------- -------------- ------------------------- ------------------------ ----------------- Common Stock 500,000 shares $0.4500 $225,000.00 $20.70
Notes: 1. This registration statement ("Registration Statement") is being filed for purposes of registering 500,000 shares of common stock of ViewCast.com, Inc. ("ViewCast") par value $.0001 per share, reserved for the issuance of awards granted pursuant to the ViewCast.com, Inc. Employee Stock Purchase Plan, as amended ("Plan"). In addition to the shares being registered hereunder, this Registration Statement also covers an undetermined number of shares of common stock of ViewCast that, by reason of certain events specified in the Plan, may become issuable under the Plan. 2. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act of 1933, shares that may be granted as restricted stock or acquired through the exercise of options granted in the future are deemed to be offered at $0.45 per share, the average of the bid and ask prices of ViewCast common stock at the close of the day on May 3, 2002 as reported on the Over-the-Counter (OTC) Bulletin Board. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT EXPLANATORY NOTE Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference, Registration Statement No. 333-53159 including all amendments, attachments and exhibits thereto, on Form S-8, which was originally filed for ViewCast's Employee Stock Purchase Plan (the "Plan") with the Securities and Exchange Commission on May 20, 1998. Effective April 8, 1999, the Registrant changed its name from MultiMedia Access Corporation to ViewCast.com, Inc. Accordingly, prior references to MultiMedia Access Corporation in the Plan have been changed to reflect the Registrant's new name. The Plan has been amended to increase the shares available from 500,000 to 1,000,000, for a total increase of 500,000 shares. See Exhibit 10.1 to this Form S-8 for Amendment No. 2 to the Plan. Item 8. Exhibits. See the Exhibit Index. 2 SIGNATURES Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on May 6, 2002. ViewCast.com, Inc. By: /s/ Laurie L. Latham ----------------------------------- Laurie L. Latham Chief Financial Officer and Sr.Vice President of Finance and Administration (principal accounting officer) Pursuant to the requirements of the Securities Act, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George C. Platt Director, President and Chief Executive Officer May 6, 2002 ------------------------------- (principal executive officer) George C. Platt /s/ Laurie L. Latham Chief Financial Officer and Senior Vice President May 6, 2002 ------------------------------- of Finance and Administration (principal Laurie L. Latham accounting officer) /s/ H.T. Ardinger, Jr. Chairman of the Board May 6, 2002 ------------------------------- H.T. Ardinger, Jr. /s/ Joseph Autem Director May 6, 2002 ------------------------------- Joseph Autem /s/ David A. Dean Director May 6, 2002 ------------------------------- David A. Dean
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Exhibit Number ------- 5 Opinion of Thacher Proffitt & Wood 10.1 Employee Stock Option Plan Amendment No.2 23.1 Consent of Thacher Proffitt & Wood (contained in opinion filed as Exhibit 5). 23.2 Consent of Ernst & Young LLP
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