As filed with the Securities and Exchange Commission on January 14, 2003
Registration No. 333-________
==============================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIEW SYSTEMS, INC.
(Name of issuer in its charter)
Florida 5045 59-2928366
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
7717 West 6th Avenue, Suite A & B
Lakewood, Colorado 80205
(303) 237-8439
(Address and telephone number of registrant's principal executive offices)
--------------
Gunther Than, Chief Executive Officer
7717 West 6th Avenue, Suite A & B
Lakewood, Colorado 80205
(303) 237-8439
(Name, address and telephone number of agent for service)
Consultant Agreement / Purchase Agreement
(Full title of the plan)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the registration statement becomes effective.
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of each class Amount Offering Aggregate Amount of
of Securities to be to be Price Per Offering Registration
Registered Registered Unit Price fee
______________________________________________________________________________
Common Stock 435,000 $0.145(1) $63,075.00 $5.81
______________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended, is not required to be filed with the Securities and Exchange
Commission and is omitted from this registration statement in accordance with
the explanatory note to Part I of Form S-8 and Rule 428 under the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the SEC by View Systems,
Inc., pursuant to the Securities Exchange Act of 1934 are hereby incorporated
by reference in this registration statement:
(i) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001;
(ii) Quarterly Reports on Form 10-QSB for the fiscal quarters
ended March 31, 2002; June 30, 2002; and September 30, 2002;
(iii) Current Report on Form 8-K dated April 15, 2002;
In addition, all documents that we subsequently file with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing with the SEC of a post-effective amendment to this
registration statement that (1) indicates that all shares of common stock
registered on this registration statement have been sold or (2) affects the
deregistration of the balance of such shares then remaining unsold, shall be
deemed to be incorporated in this registration statement by reference and to
be 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
We are not aware of any expert or legal counsel named in this
registration statement who will receive a direct or indirect substantial
interest in the company as a result of the agreement. Our counsel, Cindy Shy,
P.C., has provided an opinion regarding the validity of the shares to be
issued under this registration statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Pursuant to Section 607.0850(1) and (2) of the Florida Statutes, a
corporation shall have power to indemnify against liability incurred in
2
connection with a proceeding, including any appeal, any person who was or is a
party to any proceeding,(other than an action by, or in the right of, the
corporation), by reason of the fact that he or she is or was a director,
officer, employee, or agent of the corporation. The corporation has the power
to indemnify any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise . The person will be
indemnified for any liability incurred if he or she acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best
interest or the corporation. In a criminal action or proceeding, the person
must have had no reasonable cause to believe his or her conduct was unlawful.
A corporation also shall have power to indemnify any of these persons against
expenses and amounts paid in settlement, actually and reasonably incurred in
connection with the defense or settlement of such proceeding, not exceeding,
in the judgment of the board of directors, the estimated expense of litigating
the proceeding to conclusion, including any appeal.
Under Section X of our Amended and Restated Articles of Incorporation,
we shall indemnify to the fullest extent authorized or permitted by the
Florida Business Corporation Act, any person, made, or threatened to be made a
party to any proceeding by reason of the fact that he or she is or was our
director, or is or was serving at our request as a director of another
corporation. Unless otherwise expressly prohibited by the Florida Business
Corporation Act, our Board of Directors shall have the sole and exclusive
discretion, on such terms and conditions as it shall determine, to indemnify
or advance expenses to any person made or threatened to be made a party to a
proceeding by of the fact that he or she is or was our officer, employee or
agent, or was serving at our request as an officer, employee or agent of
another corporation or enterprise. No officer, employee or agent may apply to
any court of competent jurisdiction for indemnification or advancement of
expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description Location
------- ----------- --------
5.1 Opinion of Cindy Shy, P.C. Attached
23.01 Consent of Cindy Shy, P.C. See exhibit 5.1
23.2 Consent of Stegman & Company Attached
------
99.1 Consultant Agreement / Purchase Agreement,
between View Systems and Liem Nguyen Attached
ITEM 9. UNDERTAKINGS
View Systems, Inc. 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
(3) To remove from registration by means of a post-effective amendment
of any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
View Systems's annual report pursuant to Section 13(a) or 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of View Systems pursuant to the foregoing provisions, or otherwise,
View Systems 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 View
Systems of expenses incurred or paid by a director, officer or controlling
person of the company 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, View Systems 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.
4
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies
that is 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, on the date or dates appearing opposite the respective signatures
hereto.
View Systems, Inc.
Date: 1/12/2003 By:/s/Gunther Than
--------- ---------------------------------
Gunther Than
CEO, Principal Financial Officer,
Treasurer and Director
Pursuant to the requirements of the 1933 Act, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Date: 1/13/2003 By:/s/Bruce Bradley
--------- ---------------------------------
Bruce Bradley
Chairman of the Board
Date: 1/13/2003 By:/s/Martin J. Maassen
--------- ---------------------------------
Dr. Martin J. Maassen
Director
Date: 1/13/2003 By:/s/Michael Bagnoli
--------- ---------------------------------
Michael Bagnoli
Director
Date: 1/13/2003 By:/s/Paul Reep
--------- ---------------------------------
Paul Reep
President and Director
5