As filed with the Securities and Exchange Commission on November 8, 2005
Reg. No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
View Systems, Inc.
(Exact name of registrant as specified in its charter)
Nevada 59-2928366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1550 Caton Center Drive Suite E
Baltimore, Md. 21227
(Address of principal executive offices) (Zip Code)
2005 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN
(full time of the plan)
Gunther Than
President and Chief Executive Officer
1550 Caton Center Drive Suite E
Baltimore, Md. 21227
(Name and address of agent for service)
(410) 242-8439
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Aggregate Amount of
Title of Securities Amount to be offering price offering Registration
To be registered Registered per share Price fee
--------------------- ----------------- ------------------ ------------- -------------
Common Stock 3,500,000 (1) $0.22 (2) $770,000.00 $90.58
($.0001 par value)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement also coves an indeterminate amount of interests to be
offered or sold pursuant to the 2005 Professional/Consultant Stock Compensation
Plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the
high and low prices ported on the OTC Bulletin Board on Nov. 7, 2005, which was
$0.22.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the issuance of up to
3,500,000 shares of common stock pursuant to the 2005(B) Professional/
Consultant Stock Compensation Plan of View Systems, Inc.
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 (the "Securities Act"), 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 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents:
. Reference is made to the Registrant's annual report on Form 10-K for the
years ended December 31, 2004, 2003 and 2002 as filed with the Securities
and Exchange Commission on March 31, 2005, which is hereby incorporated
by reference.
. Reference is made to the Registrant's quarterly report on Form 10-Q for
the three months ended June 30, 2005, as filed with the Securities and
Exchange Commission on August 15, 2005, which is hereby incorporated by
reference.
. Reference is made to the Registrant's quarterly report on Form 10-Q for
the three months ended March 31, 2005, as filed with the Securities and
Exchange Commission on May 16, 2005, which is hereby incorporated by
reference.
. The description of the Registrant's common stock is incorporated by
reference to the Registrant's Registration Statement on Form SB-2, as
amended (File No. 000-30074), filed with the Securities and Exchange
Commission on August 23, 2004.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Nevada corporations are authorized to indemnify against liability any person
who is a party to any legal proceeding because such person is a director or
officer of the corporation. The officer or director must act in good faith and
in a manner reasonably believed to be in the best interests of the corporation
and, with respect to any criminal action or proceeding, have no reasonable
cause to believe the conduct was unlawful. Nevada law does not allow
indemnification for an act or omission that involves intentional misconduct or
a knowing violation of a law. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is found liable, unless the court in which such action was
brought determines such person is fairly and reasonably entitled to
indemnification. Indemnification is required if a director or officer has been
successful on the merits.
The indemnification authorized under Nevada law is not exclusive and is in
addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.
Our articles of incorporation provide for the indemnification of directors and
executive officers to the maximum extent permitted by Nevada law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification would be required or
permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 View Systems, Inc. 2005(B) Professional/Consultant
Compensation Plan, dated November 7, 2005.
5.1 Opinion of Virginia K. Sourlis, Esq.
23.1 Consent of Virginia K. Sourlis, Esq.. is contained in
Exhibit 5.1.
23.2 Consent of Chisholm, Bierwolf & and Nilson, LLC,
independent registered public accounting firm.
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:
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) 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 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 herein, 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 of expenses incurred or paid by a director, officer, or controlling
person of 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 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.
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 Baltimore, Maryland on November 7, 2005.
VIEW SYSTEMS, INC.
By: /s/ Gunther Than
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Gunther Than,
Chairman, Chief Executive Officer,
Acting Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement on Form S-8 has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
/s/ Gunther Than Director November 7, 2005
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Gunther Than
/s/ Dr. Martin Maassen Director November 7, 2005
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Dr. Martin Maassen
/s/ Dr. Michael Bagnoli Director/Secretary November 7, 2005
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Dr. Michael Bagnoli