As filed with the Securities and Exchange Commission on June 21, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WIRE ONE TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware 77-0312442
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
225 Long Avenue
Hillside, New Jersey 07205
(Address of Principal Executive Offices)
2000 Stock Incentive Plan
(Full Title of the Plan)
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Richard Reiss
Chairman and Chief Executive Officer
WIRE ONE TECHNOLOGIES, INC.
225 Long Avenue
Hillside, New Jersey 07205
(Name and Address of Agent for Service)
(973) 282-2000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Jonathan Birkhahn Michael J.W. Rennock, Esq.
Executive VP Business Affairs and Morrison & Foerster LLP
General Counsel 1290 Avenue of the Americas
Wire One Technologies, Inc. New York, New York 10104
225 Long Avenue (212) 468-8000
Hillside, New Jersey 07205
(973) 282-2000
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount Proposed Maximum Proposed Maximum Amount of
Registered to be Offering Price Aggregate Offering Registration
Registered Per Share (1) Price (1) Fee
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Common Stock, par value 1,400,000 $ 1.95 $2,730,000 $251
$.0001 per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
as amended, the proposed maximum offering price per share and the proposed
maximum aggregate offering price have been determined on the basis of the
high and low prices of the Registrant's Common Stock quoted on the Nasdaq
National Market on June 19, 2002.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Wire One Technologies, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(1) The contents of the Registrant's Registration Statement on Form
S-8, Commission File No. 333-66948, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the information set forth herein.
(2) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002.
(3) The Registrant's definitive Proxy Statement on Schedule 14A dated
April 22, 2002.
(4) The Registrant's Current Reports on Form 8-K filed with the
Commission on January 10, 2002, January 15, 2002 and June 11, 2002.
(5) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form S-1 filed with the Commission on July
28, 2000, Commission File No. (333-42518), and all amendments thereto filed for
the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement but 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. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein 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.
2
Item 8. Exhibits.
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
23.2 Consent of BDO Seidman LLP, Independent Auditors.
24.1 Power of Attorney (See page 4).
3
SIGNATURES
Pursuant to the requirements of the Securities Act, Wire One
Technologies, Inc. certifies that it has reasonable grounds to believe that it
meets all 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 Hillside, State of New Jersey, on June 21, 2002.
WIRE ONE TECHNOLOGIES, INC.
By: /s/ Richard Reiss
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Richard Reiss
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Richard Reiss and Jonathan Birkhahn, with full power to act alone, his true and
lawful attorneys-in-fact and agents, jointly and severally, with the power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on this 21st day of June, 2002.
Signature Title
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/s/ Richard Reiss
------------------------------------------------------- Chairman and Chief Executive Officer
Richard Reiss (Principal Executive Officer)
/s/ Christopher Zigmont Chief Financial Officer
------------------------------------------------------- (Principal Financial and Accounting Officer)
Christopher Zigmont
/s/ Lewis Jaffe
------------------------------------------------------- President and Vice Chairman
Lewis Jaffe
/s/ Leo Flotron
------------------------------------------------------- Chief Operating Officer and Director
Leo Flotron
/s/ Jonathan Birkhahn Executive Vice President Business Affairs,
------------------------------------------------------- General Counsel, Secretary and Director
Jonathan Birkhahn
4
/s/ Dean Hiltzik Director
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Dean Hiltzik
/s/ James Kuster Director
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James Kuster
/s/ Peter N. Maluso Director
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Peter N. Maluso
5
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
23.2 Consent of BDO Seidman LLP, Independent Auditors.
24.1 Power of Attorney (See page 4).