S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 incorporation or organization)	(I.R.S. Employer Identification No.)

17300 Dallas Parkway, Suite 2000, Dallas, TX	75248
(Address of Principal Executive Offices)	(Zip Code)

ViewCast.com, Inc.
1995 Director Option 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:
Matthew Dyckman, Esq.
Thacher Proffitt & Wood LLP
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)

		Proposed		Proposed
		Maximum		Maximum
Title of Each Class Of	Amount To Be	Offering Price		Aggregate Offering		Amount of
Securities To Be Registered	Registered (1)	Per Share (2)		Price		Registration Fee
Common Stock	250,000 shares	$	0.33	$	82,500.00	$	10.45

Notes:

1.

This registration statement (“Registration Statement”) is being filed for purposes of registering 250,000 shares of common stock of VewCast.com, Inc. (“ViewCast”) par value $.0001 per share, reserved for the issuance of awards granted pursuant to the ViewCast.com, Inc. 1995 Director Option 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 $0.33 per share, the average of the bid and ask prices of ViewCast common stock at the close of the day on September 16, 2004 as reported on the Over-the-Counter (OTC) Bulletin Board.

TABLE OF CONTENTS

	Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
Opinion of Thacher Proffitt & Wood LLP
1995 Director Option Plan Amendment No.2
Consent of Grant Thornton LLP

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. 333-63799 including all attachments and exhibits thereto, on Form S-8, which was filed for ViewCast’s 1993 Viewpoint Stock Plan, the 1994 Stock Option Plan, 1995 Stock Option Plan, and the 1995 Director Stock Plan (the “Plans”) with the Securities and Exchange Commission on September 18, 1998 and the amendment thereto filed with the Securities and Exchange Commission on October 16, 2000.

     The 1995 Director Option Plan has been amended to increase the shares available for issuance from 250,000 to 500,000, for a total increase of 250,000 shares. Shareholders of ViewCast approved the increase in shares for the 1995 Director Option Plan on September 18, 2002. See Exhibit 10.1 to this Form S-8 for Amendment No. 2 to the 1995 Director Option Plan.

Item 8. Exhibits.

     See the Exhibit Index.

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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 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 September 17, 2004.

ViewCast.com, Inc.
By:	/s/ George C. Platt
	George C. Platt
	President and Chief Executive Officer (principal executive officer)
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 1933, 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 George C. Platt	Director, President and Chief Executive Officer (principal executive officer)	September 17, 2004
/s/ Laurie L. Latham Laurie L. Latham	Chief Financial Officer and Senior Vice President of Finance and Administration (principal accounting officer)	September 17, 2004
/s/ H.T. Ardinger, Jr. H.T. Ardinger, Jr.	Chairman of the Board	September 17, 2004
/s/ Joseph W. Autem Joseph W. Autem	Director	September 17, 2004
/s/ David A. Dean David A. Dean	Director	September 17, 2004

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EXHIBIT INDEX

Exhibit
Number
5	Opinion of Thacher Proffitt & Wood LLP
10.1	1995 Director Option Plan Amendment No.2
23.1	Consent of Thacher Proffitt & Wood LLP (contained in opinion filed as Exhibit 5).
23.2	Consent of Grant Thornton LLP

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EX-5

Exhibit 5/Exhibit 23.1

     Opinion of Thacher Proffitt & Wood LLP, counsel for Registrant, as to the legality of the securities being registered

Consent of Thacher Proffitt & Wood LLP

September 16, 2004

ViewCast.Com, Inc.
17300 Dallas Parkway
Suite 2000
Dallas, TX 75248

Re: Registration Statement on Form S-8 for the ViewCast.com, Inc. 1995 Director Option Plan

Dear Sirs:

     We have acted as counsel for ViewCast.Com, Inc. a Delaware corporation (the “Company”), in connection with the filing of the registration statement on Form S-8 under the Securities Act of 1933, as amended (“Registration Statement”) with respect to 250,000 shares of its common stock, par value $0.0001 per share (the “Shares”), which may be issued pursuant to the ViewCast.com, Inc. 1995 Director Option Plan. In rendering the opinion set forth below, we do not express any opinion concerning law other than the law of the State of Delaware and the federal law of the United States.

     We have examined originals or copies, certified or otherwise identified, of such documents, corporate records and other instruments as we have deemed necessary or advisable for purposes of this opinion. As to matters of fact, we have examined and relied upon the Plan described above and, where we have deemed appropriate, representations or certificates of officers of the Company or public officials. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies.

     Based on the foregoing, we are of the opinion that the Shares that are being registered pursuant to the Registration Statement have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and non-assessable.

     In rendering the opinion set forth above, we have not passed upon and do not purport to pass upon the application of “doing business” or securities or “blue-sky” laws of any jurisdiction (except federal securities laws).

     This opinion is given solely for the benefit of the Company and purchasers of Shares under the Plan, and no other person or entity is entitled to rely hereon without express written consent.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our Firm’s name therein.

Very truly yours,


THACHER PROFFITT & WOOD LLP
 

by: /s/ Matthew Dyckman  

Matthew Dyckman 

EX-10.1

EXHIBIT 10.1

ViewCast.com, Inc. 1995 Director Option Plan Amendment No. 2

     Section 3 of the ViewCast.com, Inc. 1995 Director Option Plan is hereby amended to read as follows:

“3. Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 500,000 Shares of Common Stock (the “Pool”). The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan.”

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-63799) of ViewCast.com, Inc. and in the related Prospectus of our report dated March 26, 2004, with respect to the consolidated financial statements of ViewCast.com, Inc. included in its Annual Report (Form 10-KSB) for the year ended December 31, 2003.

/s/ Grant Thornton, LLP

Dallas, Texas
September 17, 2004