As filed with the
Securities and Exchange Commission on June 1, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
LANVISION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1455414
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
(Address of principal executive offices) (Zip Code)
LANVISION SYSTEMS, INC. 2005 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Paul W. Bridge, Jr. Copy To:
LanVision Systems, Inc Richard G. Schmalzl Esq.
10200 Alliance Road, Suite 200 Graydon Head & Ritchey LLP
Cincinnati, Ohio 45242-4716 1900 Fifth Third Center
(513) 794-7100 511 Walnut Street
Cincinnati, Ohio 45202
(513) 629-2828
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Amount Proposed maximum Proposed maximum Amount of
Title of Securities to be offering price per aggregate offering registration
to be Registered registered(1) share(2) price fee
------------------- ------------- ------------------ ------------------ ------------
Common Stock, 1,000,000
$.01 par value shares $ 2.875 $ 2,875,000 $ 338.39
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(1) Plus such additional number of shares as may be available for purchase
pursuant to the Plan in the event of a stock dividend, stock split,
recapitalization or similar change on the Common Stock.
(2) Calculated in accordance with Rule 457(c) of Regulation C based upon the
average of the high and low prices of LanVision Systems, Inc. common stock
reported on the Nasdaq National Market on May 26, 2005.
The Exhibit Index can be found on page 4.
LanVision Systems, Inc. (the "Registrant") is filing this Registration Statement
on Form S-8 in order to register shares of its common stock, $.01 par value,
relating to the Registrant's 2005 Incentive Compensation Plan (the "Plan").
Part I Employee 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.
Item 1. Plan Information.
The Registrant shall deliver to each participant in the Plan the
information required by this Item 1.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide a written statement to participants advising
them of the availability without charge, upon written or oral request, of the
documents incorporated by reference to Item 3 of Part II of the registration
statement, and stating that these documents are incorporated by reference in the
Section 10(a) Prospectus. The statement also shall indicate the availability
without charge, upon written or oral request, of other documents required to be
delivered pursuant to Rule 428(b). The statement shall include the address as
follows at which the request is to be directed. Requests for such information
shall be made to the Registrant's Chief Financial Officer c/o LanVision Systems,
Inc., 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242-4716, telephone
(513) 794-7100.
Part II Information Required in the Registration Statement.
Item 3. Incorporation of Documents by Reference.
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The documents listed below are incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents;
provided, however, that any information set forth in any proxy statement of the
Registrant pursuant to Items 402(k) and/or (1) of Regulation S-K is specifically
not incorporated by reference herein.
(a) The Registrant's latest annual report on Form 10-K for the fiscal year
ended January 31,2005, filed with the Securities and Exchange Commission on
April 8, 2005 (File Number 000-28132) filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933 that contains audited financial
statements for the Registrant's latest fiscal year for which statements have
been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's documents referred to in the above paragraph.
(c) The description of the Registrant's common stock contained in a
registration statement on Form S-1 (File Number 333-01494) filed under the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock being registered hereby will be
passed upon for the Registrant by the law firm of Graydon, Head & Ritchey LLP,
Cincinnati, Ohio.
The consolidated financial statements of the Registrant at January 31,
2005 and 2004 and for each of the three years in the period ended January 31,
2005, incorporated by reference, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon, incorporated by
reference, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
The Registrant, being incorporated under the General Corporation Law of
the State of Delaware, is empowered by Section 145 of such law ("Statute"),
subject to the procedures and limitations stated in the Statute, to indemnify
any person ("Indemnitee") against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
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reasonably incurred by the Indemnitee in connection with any threatened,
pending, or completed action, suit, or proceeding to which an Indemnitee is made
a party or threatened to be made a party by reason of the Indemnitee's being or
having been a director, officer, employee, or agent of the Registrant or a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise at the request of the Registrant. The
Statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Statute also provides that the Registrant may purchase insurance
on behalf of any director, officer, employee, or agent.
Article IX of the Registrant's Certificate of Incorporation contains
provisions permitted by Section 102 of the General Corporation Law of the State
of Delaware which eliminate personal liability of members of its board of
directors for violations of their fiduciary duty of care. Neither the Delaware
General Corporation Law nor the Certificate of Incorporation, however, limits
the liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase under circumstances where such
payment or repurchase is not permitted under the Statute, or obtaining an
improper personal benefit.
Article VII of the Registrant's Bylaws provides that the Registrant is
obligated to indemnify an Indemnitee in each and every situation where the
Registrant is required or permitted to make such indemnification pursuant to the
Statute. However, before making a permitted, but not required, indemnification,
the Registrant shall promptly make or cause to be made, by any of the methods
referred to in subsection (d) of the Statute, a determination as to whether the
Indemnitee acted in good faith and in a manner such Indemnitee reasonably
believed to be in or not opposed to the best interests of the Registrant, and,
in the case of any criminal action or proceeding, had no reasonable cause to
believe that such Indemnitee's conduct was unlawful.
The Registrant currently maintains an insurance policy that provides
coverage pursuant to which the Registrant is to be reimbursed for amounts it may
be required or permitted by law to pay to indemnify directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
INDEX TO EXHIBITS
Exhibits Description of Exhibit Page
-------- ---------------------- ----
4.1 LanVision Systems, Inc. 2005 Incentive Compensation Plan 8
4
5.1 Opinion of Graydon, Head & Ritchey LLP 25
23.1 Consent of Graydon, Head & Ritchey LLP(included in opinion) 25
23.2 Consent of Ernst & Young LLP 26
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect on the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually, or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which is registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be determined 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 an initial bona
fide offering thereof.
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(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 the purpose of
determining any liability under the Securities Act, each of the registrant's
annual reports 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 therein, 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 SEC such information is
against public policy as expressed in the Securities Act of 1933 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, suite 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 Securities Act of 1933 and will govern the final
adjudication of such issue.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blue Ash, State of Ohio, on this 25th day of May
2005.
LANVISION SYSTEMS, INC.
BY: /s/ Paul W. Bridge, Jr.
-------------------------------------------
Paul W. Bridge, Jr. Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
May 25, 2005 /s/ J. Brian Patsy
-------------------------------------------
J. Brian Patsy, Chief Executive Officer and
Director
May 25, 2005 /s/ Richard C. Levy
-------------------------------------------
Richard C. Levy, Director
May 25, 2005 /s/ Edward J. VonderBrink
-------------------------------------------
Edward J. VonderBrink, Director
May 25, 2005 /s/ Jonathan R. Philips
-------------------------------------------
Jonathan R. Phillips, Director
May 25, 2005 /s/ Paul W. Bridge, Jr.
-------------------------------------------
Paul W. Bridge, Jr., Chief Financial and
Accounting Officer
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