As filed with the Securities and Exchange Commission on October 23, 2001
Registration No.
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
EDUCATIONAL VIDEO CONFERENCING, INC.
(Exact name of registrant as specified in its charter)
------------
Delaware 06-1488212
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
35 East Grassy Sprain Road, Suite 200
Yonkers, New York 10710
(914) 787-3500
(Address of Principal Executive Offices)
2001 Non-Qualified Stock
Option Plan
(Full title of plan)
--------------------
Dr. Arol I. Buntzman
35 East Grassy Sprain Road, Suite 200
Yonkers, New York 10710
(914) 787-3500
(Name and address and telephone number of agent for service)
-----------
Copies to:
Joseph D. Alperin, Esq.
Fischbein.Badillo.Wagner.Harding
909 Third Avenue
New York, New York 10022
(212) 826-2000
-----------
CALCULATION OF REGISTRATION FEE
---------------------------- --------------------- --------------------- --------------------- ---------------------
Title Of Securities Amount To Be Proposed Maximum Proposed Maximum Amount Of
To Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
---------------------------- --------------------- --------------------- --------------------- ---------------------
Common Stock, $.0001
par value............... 250,000 (1) $1.48 (2) $370,000 (2) $250 (2)
---------------------------- --------------------- --------------------- --------------------- ---------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also relates to such indeterminate number of additional
shares of common stock as may be required to be issued upon exercise of options
or warrants in the event of a stock dividend, stock split, recapitalization or
similar event.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the last sale price of $1.48 on October 18,
2001 as reported by Nasdaq, and Rule 457(h) under the Securities Act of 1933.
EXPLANATORY NOTE
Pursuant to the Note to Part I of Form S-8 and Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"), the documents
containing the information specified in Part I of Form S-8 are not included in
this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Educational Video
Conferencing, Inc. ("EVCI") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference in this Registration
Statement:
(1) EVCI's annual report on Form 10-KSB for its fiscal year ended
December 31, 2000, as filed with the Commission on April 2, 2001,
as amended by Form 10-KSB/A filed with the Commission on April
30, 2001.
(2) EVCI's quarterly report on Form 10-QSB filed with the Commission
on May 11, 2001.
(3) EVCI's current report on Form 8-K filed with the Commission on
July 16, 2001, as amended by Form 8-K/A filed with the Commission
on September 13, 2001.
(4) EVCI's quarterly report on Form 10-QSB filed with the Commission
on August 20, 2001.
(5) The description of EVCI's Common Stock contained in EVCI's
Registration Statement (File No. 000-25371) on Form 8-A, as filed
with the Commission on February 10, 1999 pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which incorporates by reference the description of the
Common Stock under the caption "Description of Capital Stock" in
EVCI's Prospectus filed with the Commission on February 24, 1999
pursuant to Rule 424(b) under the Securities Act.
All documents filed by EVCI pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment, which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining 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.
2
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
EVCI's certificate of incorporation and by-laws provide that EVCI will
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person or such
person's testator or intestate is or was a director, officer or employee of EVCI
or serves or served at the request of EVCI as a director, officer or employee of
another corporation or entity.
EVCI has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in EVCI's certificate
of incorporation and by-laws. These agreements, among other things, indemnify
EVCI's directors and officers for certain expenses (including advancing expenses
for attorneys' fees), judgments, fines and settlement amounts incurred by any
such person in any action or proceedings, including any action by or in the
right of EVCI, arising out of such person's services as a director or officer of
EVCI, any subsidiary of EVCI or any other company or enterprise to which the
person provides services at the request of EVCI. In addition, EVCI has insurance
providing indemnification for EVCI's directors and officers for certain
liabilities. EVCI believes that these indemnification provisions and agreements
and related insurance are necessary to attract and retain qualified directors
and officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Nos. Description of Exhibit
4.1 Educational Video Conferencing, Inc. 2001 Non-Qualified
Stock Option Plan.
5 Opinion of Fischbein.Badillo.Wagner.Harding.
23.1 Consent of Goldstein Golub Kessler LLP.
23.2 Consent of Fischbein.Badillo.Wagner.Harding (included in
Exhibit 5).
3
Item 9. Undertakings.
(a) The small business issuer will:
(i) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(ii) File a post effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
4
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 Yonkers, State of New York, on the 23rd day of
October, 2001.
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Dr. Arol I. Buntzman
--------------------------------
Dr. Arol I. Buntzman, Chairman of
the Board and Chief Executive Officer
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 date indicated:
Signature Title Date
/s/ Dr. Arol I. Buntzman
---------------------------- Chairman of the Board and Chief October 23, 2001
Dr. Arol I. Buntzman Executive Officer
/s/ Dr. John J. McGrath
---------------------------- President and Director October 23, 2001
Dr. John J. McGrath
/s/ Richard Goldenberg
---------------------------- Chief Financial Officer, Secretary October 23, 2001
Richard Goldenberg and Director (Principal Financial
and Accounting Officer)
/s/ Royce N. Flippin, Jr.
---------------------------- Director October 23, 2001
Royce N. Flippin, Jr.
/s/ Philip M. Getter
---------------------------- Director October 23, 2001
Philip M. Getter
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Educational Video Conferencing Inc. 2001 Non-Qualified
Stock Option Plan.
5 Opinion of Fischbein.Badillo.Wagner.Harding.
23.1 Consent of Goldstein Golub Kessler LLP.
23.2 Consent of Fischbein.Badillo.Wagner.Harding
(included in Exhibit 5).