As filed with the Securities and Exchange Commission on September 14, 2001
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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)
Delaware 5065 77-0312442
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
225 Long Avenue
Hillside, New Jersey 07205
(973) 282-2000
(Address, including zip code, and telephone number,
including area code of Registrant's principal executive offices)
---------------
Richard Reiss
President and Chief Executive Officer
Wire One Technologies, Inc.
225 Long Avenue
Hillside, New Jersey 07205
(973) 282-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jonathan Birkhahn Michael J.W. Rennock, Esq.
Executive VP Business Affairs Morrison & Foerster LLP
and 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
Approximate Date of Commencement of Proposed Sale of the Securities to the
Public: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
CALCULATION OF REGISTRATION FEE
=========================================== ================ ==================== ==================== ===============
Amount to Proposed Maximum Proposed Maximum Amount of
Title of Each Class of be Registered Offering Price Aggregate Offering Registration
Securities to be Registered(1) (2) Per Unit (2) Price (2)(5)(6) Fee
- ------------------------------------------- ---------------- -------------------- -------------------- ---------------
Common Stock, $0.0001 par value per share (3)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Preferred Stock, $0.0001 par value per
share (4)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Warrants
- ----------------------------------------------------------------------------------------------------------------------
Total $30,000,000 $7,500
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(1) These offered securities may be sold separately, together or as units with
other offered securities.
(2) Pursuant to Rule 457(o) under the Securities Act of 1933, which permits the
registration fee to be calculated on the basis of the maximum offering
price of all the securities listed, the table does not specify by each
class information as to the amount to be registered, proposed maximum
offering price per unit or proposed maximum aggregate offering price.
(3) Also includes such presently indeterminate number of shares of common stock
as may be issued (a) upon conversion of or exchange for any preferred stock
that provide for conversion into common stock or (b) upon exercise of
warrants to purchase shares of common stock.
(4) Also includes such presently indeterminate number of preferred stock as may
be issued upon exercise of warrants to purchase preferred stock.
(5) Such indeterminate number or amount of shares of common stock, preferred
stock and warrants as may from time to time be issued at indeterminate
prices. In no event will the aggregate maximum offering price of all
securities issued pursuant to this Registration Statement
exceed $30,000,000.
(6) Estimated solely for purposes of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
PRELIMINARY PROSPECTUS -- SUBJECT TO COMPLETION,
DATED SEPTEMBER 14, 2001
$30,000,000
[Wire One Logo]
Common Stock
Preferred Stock
Warrants
We may offer and sell from time to time shares of common stock, shares of
preferred stock or warrants to purchase shares of common stock or preferred
stock. We will provide the specific terms of the offering and sale of these
securities in one or more supplements to this prospectus. In the case of
preferred stock, these terms will include, as applicable, the specific title and
stated value, any dividend, liquidation, redemption, conversion, voting and
other rights. In the case of common stock, these terms will include the
aggregate number of shares offered. In the case of warrants, these terms will
include the duration, offering price, exercise price and detachability.
We may sell any combination of the above described securities, in one or
more offerings, up to a total aggregate public offering price of
$30,000,000.
We may offer the securities directly or through agents or to or through
underwriters or dealers. If any agents or underwriters are involved in the sale
of the securities, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in an accompanying prospectus
supplement. We can sell the securities through agents, underwriters or dealers
only with delivery of a prospectus supplement describing the method and terms of
the offering of such securities.
Our common stock is quoted on the Nasdaq National Market under the symbol
"WONE". On September 10, 2001, the last reported sale price for the common stock
on the Nasdaq National Market was $4.28 per share.
Investment in the securities being offered involves risks. See "Risk
Factors" beginning on page 3 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 2001.
The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the Securities and Exchange commission
makes the registration statement that includes this prospectus effective.
TABLE OF CONTENTS
Page
About This Prospectus..................................................... 1
Forward-Looking Statements................................................ 1
About Wire One............................................................ 2
Risk Factors.............................................................. 3
Use of Proceeds........................................................... 9
Plan of Distribution...................................................... 9
General Description of Securities......................................... 10
Description of Common Stock............................................... 10
Description of Preferred Stock............................................ 11
Description of Warrants................................................... 12
Experts................................................................... 14
Legal Matters............................................................. 14
Where You Can Find More Information....................................... 14
Incorporation of Certain Documents by Reference........................... 14
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY BE ACCURATE ONLY
ON THE DATE OF THIS DOCUMENT.
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf registration process, we may sell common
stock, preferred stock and warrants from time to time in one or more offerings
up to an aggregate public offering price of $30,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell any securities under this prospectus, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described below under
the heading "Where You Can Find More Information."
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated herein by reference include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. All statements other than statements of
historical fact are "forward-looking statements" for purposes of these
provisions, including any projections of earnings, revenues or other financial
items, any statements of the plans and objectives of management for future
operations, any statements concerning proposed new products or services, any
statements regarding future economic conditions or performance, and any
statement of assumptions underlying any of the foregoing. In some cases,
forward-looking statements can be identified by the use of terminology such as
"may", "will", "expects", "plans", "anticipates", "estimates", "potential", or
"continue" or the negative thereof or other comparable terminology. Although we
believe that the expectations reflected in the forward-looking statements
contained in this prospectus and in the incorporated documents are reasonable,
we cannot assure you that such expectations or any of the forward-looking
statements will prove to be correct, and actual results could differ materially
from those projected or assumed in the forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to inherent risks and uncertainties, including but not
limited to the risk factors set forth herein and for the reasons described
elsewhere in this prospectus. These factors, risks and uncertainties include
market acceptance and availability of new products and services; the
nonexclusive and terminable-at-will nature of our reseller agreements with
manufacturers; rapid technological change affecting products and services; the
impact of competitive products and services, as well as competition from other
resellers and service providers; possible delays in the shipment of new
products; and the availability of sufficient financial resources to enable us to
expand our operations. All forward-looking statements and reasons why results
may differ included in this prospectus are made as of the date hereof, and we
assume no obligation to update any such forward-looking statement or reason why
actual results might differ.
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ABOUT WIRE ONE
Wire One is a leading full-service provider of a complete range of video
communications solutions, including Glowpoint, a subscription-based service
providing customers with broadband access to a two-way video communications
network utilizing a dedicated internet protocol ("IP") backbone. We provide
customers with a single point of contact for all of their video communications
requirements, including consultation, procurement, integration and operation of
their video communications systems. We offer our customers video communications
products from leading manufacturers such as PictureTel Corporation, Polycom,
Inc., RADVision Ltd., Sony Electronics, Inc. and VCON Telecommunications, Ltd.
and provide a comprehensive suite of video and data services including bridging,
on-site technical assistance, customized training, engineering and maintenance.
Our current customer base includes over 2,500 companies with approximately
14,000 videoconferencing endpoints in the commercial, federal and state
government, medical and education marketplaces nationwide and across the globe.
Our Glowpoint network, which we believe is the first subscriber service
for video communications over IP, provides customers with a high-quality
platform for video communications and related applications. The Glowpoint
service offers subscribers substantially reduced transmission costs and superior
video communications quality, remote management of all videoconferencing
endpoints utilizing simple network management protocol, gateway services to ISDN
standards-based video communications equipment, video streaming and
store-and-forward applications from our network operations center. Leading IP
video communications and video networking equipment suppliers, including Cisco
Systems, Inc., PictureTel, Polycom, RADVision and VCON, have already announced
that their products will be compatible with Glowpoint.
We also offer voice communications products manufactured by, among others,
Lucent Technologies, Inc. and Panasonic Communications and Systems Company,
including digital key and hybrid telephone systems and PBX telephone systems. We
also distribute data products from companies such as Adtran, Lucent, Madge
Networks N.V. and RADVision to provide our customers with remote access into
LANs, permitting them to acquire bandwidth on demand and to digitally transmit
data.
Wire One is a Delaware corporation that was formed in May 2000 by the
merger of All Communications Corporation ("ACC"), a value-added integrator of
video, voice and network communications solutions since 1991, into View Tech,
Inc. ("VTI"), a provider of video, voice and data communications equipment and
services since 1992. Our corporate offices are located at 225 Long Avenue,
Hillside, New Jersey 07205. Our telephone number at that location is (973)
282-2000.
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RISK FACTORS
You should carefully consider the risks and uncertainties described below
and the other information contained in this prospectus before deciding whether
to invest in our common stock. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or operating results could be materially adversely affected.
In such case, the trading price of our common stock could decline and you may
lose part or all of your investment.
Risks Relating to Our Business
We Have Incurred Significant Losses. We May Continue to Incur Losses and We May
Never Achieve and Sustain Profitability.
During the year ended December 31, 2000 and for the six-month period ended
June 30, 2001, we have incurred significant operating losses and negative cash
flows from operating activities. We expect to continue to make significant
expenditures in connection with expanding and adapting our national network
infrastructure and support services. We may continue to experience losses in
future periods. There is no guarantee that Wire One will achieve revenue growth
or profitability or generate positive cash flow on a quarterly or annual basis
in the future, or at all.
We Depend upon Suppliers and Have Limited Sources of Supply for Certain Products
and Services.
We rely on other companies to supply some key products and services that we
sell and some components of our network infrastructure. Some of the products and
services that we resell, and certain components that we require for our network,
are available only from limited sources. We could be adversely affected if such
sources were to become unavailable to us on commercially reasonable terms. We
cannot assure you that, on an ongoing basis, we will be able to obtain
third-party products and services cost-effectively and on the scale and within
the timeframes we require, or at all. Failure to obtain or to continue to make
use of such third-party products and services would have a material adverse
effect on our business, financial condition and results of operations.
Our Future Success Is Dependent on the Continued Employment of Richard Reiss.
Wire One's success will be highly dependent on the experience and continued
employment of Richard Reiss, our chairman of the board, chief executive officer
and president, the loss of whose services would have a material adverse effect
on our business. We have entered into an employment agreement with Mr. Reiss,
which agreement expires on December 31, 2003.
The Loss of Our Professionals Would Make It Difficult to Complete Existing
Projects, Which Could Adversely Affect Our Businesses and Results of Operations.
Our business is labor-intensive, and our success depends on identifying,
hiring, training and retaining professionals. If a significant number of our
current employees or any of our senior managers or key project managers leave,
we may be unable to complete or retain existing projects.
We Depend upon Our Network and Facilities Infrastructure.
Our success depends upon our ability to implement, expand and adapt our
national network infrastructure and support services to accommodate an
increasing amount of video traffic and evolving customer requirements at an
acceptable cost. This has required and will continue to require that we enter
into agreements with providers of infrastructure capacity, equipment, facilities
and support services on an
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ongoing basis. We cannot assure you that any of these agreements can be obtained
on terms and conditions satisfactory to us. We also anticipate that future
expansions and adaptations of our network infrastructure facilities may be
necessary in order to respond to growth in the number of customers served.
Our Network Could Fail, Which Could Negatively Impact Our Revenues.
Our success depends upon our ability to deliver reliable, high-speed access
to our partners' data centers and upon the ability and willingness of our
telecommunications providers to deliver reliable, high-speed telecommunications
service through their networks. Our network and facilities, and other networks
and facilities providing services to us, are vulnerable to damage, unauthorized
access, or cessation of operations from human error and tampering, breaches of
security, fires, earthquakes, severe storms, power losses, telecommunications
failures, software defects, intentional acts of vandalism including computer
viruses, and similar events, particularly if the events occur within a high
traffic location of the network or at one of our data centers. The occurrence of
a natural disaster or other unanticipated problems at the network operations
center, key sites at which we locate routers, switches and other computer
equipment that make up the backbone of our network infrastructure, or at one or
more of our partners' data centers, could substantially and adversely impact our
business. We cannot assure you that we will not experience failures or shutdowns
relating to individual facilities or even catastrophic failure of the entire
network. Any damage to or failure of our systems or service providers could
result in reductions in, or terminations of, services supplied to our customers,
which could have a material adverse effect on our business.
We May Be Unable to Implement Our Acquisition Growth Strategy, Which Could Harm
Our Business and Competitive Position in the Industry.
Our business strategy includes making strategic acquisitions of other
videoconferencing companies. Our continued growth will depend on our ability to
identify and acquire companies that complement or enhance our business on
acceptable terms. We may not be able to identify or complete future acquisitions
or realize the anticipated results of future acquisitions. Some of the risks
that we may encounter in implementing our acquisition growth strategy include:
o expenses and difficulties in identifying potential targets and the costs
associated with incomplete acquisitions;
o higher prices for acquired companies because of greater competition for
attractive acquisition targets;
o expenses, delays and difficulties of integrating the acquired company into
our existing organization;
o greater impact of the goodwill of acquired companies on our results of
operations because pooling of interests accounting for acquisitions is no
longer available;
o ability of management to improve our operational and financial systems,
procedures and controls and expand, train, retain and manage our employee
base;
o competition for qualified professionals;
o possible dilution of existing stockholders if we sell stock to the public
to raise cash for acquisitions;
o diversion of management's attention;
o expenses of amortizing the acquired companies' intangible assets; and
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o expense of any undisclosed or potential legal liabilities of the acquired
company.
If realized, any of these risks could have a material adverse effect on our
business, results of operations, financial condition and cash flows.
We May Need To Obtain Additional Financing And We Cannot Be Certain That
Additional Financing Will Be Available When Needed Or On Terms Favorable To Us
Or Our Stockholders.
Our future capital requirements will depend on many factors, including but
not limited to:
o market acceptance of Glowpoint;
o promotion and marketing expenditures required to maintain a competitive
position in the marketplace;
o investments in new technology and improvements of existing technology; and
o the response of competitors to our introduction of Glowpoint and other new
products and services.
We believe that our existing cash balances and funds generated from
operations will provide us with sufficient funds to finance our operations for
approximately the next 12 months. To the extent that existing resources are
insufficient to fund our activities over the long-term, we may need to raise
additional funds through equity or debt financing or from other sources. The
sale of equity or convertible debt may result in dilution to our stockholders.
To the extent that we rely upon debt financing, we will incur the obligation to
repay the funds borrowed with interest and may become subject to covenants and
terms that restrict our operating flexibility. We cannot assure you additional
equity or debt financing will be available or that, if available, it will be on
terms favorable to us or our stockholders. Failure to obtain necessary financing
could have a material adverse effect on our business, financial condition or
results of operations.
We May Be Unable To Adequately Protect Our Intellectual Property Rights.
Our success depends on our ability to protect the intellectual property
imbedded into our proprietary network architecture. If we do not adequately
protect our intellectual property, our customers, network infrastructure
providers or competitors could use the intellectual property we have developed
to enhance their products and services to our detriment, and may develop and
offer competing solutions to the marketplace. We rely on a combination of trade
secret laws, confidentiality agreements and other contractual provisions to
protect our intellectual property rights, but these legal measures provide only
limited protection. Currently, we have no patents or patent applications
pending.
Third Parties May Claim That We Have Breached Their Intellectual Property
Rights, Which Could Result In Significant Additional Costs Or Prevent Us From
Providing All Of Our Services.
Third parties may bring claims of copyright or trademark infringement,
patent violation or misappropriation of creative ideas or formats against us
with respect to content that we distribute or our technology or marketing
techniques and terminology. Claims of this kind, even if without merit, could be
time-consuming to defend, result in costly litigation, divert management
attention, require us to enter into costly royalty or licensing arrangements or
prevent us from distributing certain content or utilizing important
technologies, ideas or formats.
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A Decrease in the Number and/or Size of Our Projects May Cause Our Results to
Fall Short of Investors' Expectations and Adversely Affect the Price of Our
Common Stock.
If the number or average size of our projects decreases in any quarter,
then our revenues and operating results may also decrease. If our operating
results (including the growth of our Glowpoint network) fall short of investors'
expectations, the trading price of our common stock could decrease materially,
even if the quarterly results do not represent any longer-term problems.
We Will Be Subject to The Risks Associated with the Conduct of Business in
Foreign Markets, Including Increased Credit Risks, Trade Restrictions, Export
Duties and Tariffs and Fluctuations in Exchange Rates of Foreign Currency, any
of Which Could Have a Material Adverse Effect on Our Operating Margins and
Results Of Operations.
In 2000, approximately 4% of our revenues was derived from sales to
foreign markets and we expect that a portion of our revenues will continue to be
derived from sales to foreign markets in the future. Accordingly, we will be
subject to all of the risks associated with foreign trade, which could have a
material adverse effect on our operating margins and results of operations.
These risks include:
o shipping delays;
o increased credit risks;
o trade restrictions;
o export duties and tariffs; and
o international, political, regulatory and economic developments.
We intend to expand our sales and marketing activities to foreign markets
by, among other ways, seeking to establish relationships with foreign
governmental agencies that typically operate telecommunications networks. To the
extent that we are able to successfully expand sales of our products to foreign
markets, we will become increasingly subject to foreign political and economic
factors beyond our control, including governmentally imposed moratoriums on new
business development as a result of budgetary constraints or otherwise, which
could have a materially adverse effect on the our business. We also anticipate
that the expansion of foreign operations will require us to devote significant
resources to system installation, training and service.
Risks Related to Our Industry
Our Success is Highly Dependent on the Evolution of Our Overall Market.
The market for videoconferencing services is evolving rapidly. Although
certain industry analysts project significant growth for this market, their
projections may not be realized. Our future growth, if any, will depend on the
continued trend of businesses to migrate to IP (H.323) based standards. There
can be no assurance that the market for our services will grow, that our
services will be adopted, or that businesses will use IP (H.323) based
videoconferencing equipment or our new IP subscriber network. If we are unable
to react quickly to changes in the market, if the market fails to develop, or
develops more slowly than expected, or if our services do not achieve market
acceptance, then we are unlikely to become or remain profitable.
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We Compete in a Highly Competitive Market and Many of Our Competitors Have
Greater Financial Resources and Established Relationships with Major Corporate
Customers.
The video communications industry is highly competitive. We compete with
manufacturers of video communications equipment, which include PictureTel,
VTELCorporation and Lucent Technologies, and their networks of dealers and
distributors, telecommunications carriers and other large corporations, as well
as other independent distributors. Other telecommunications carriers and other
corporations that have entered into the video communications market include
AT&T, MCI WorldCom, some of the Regional Bell Operating Companies ("RBOC's"),
and Sony Corporation. Many of these organizations have substantially greater
financial and other resources than Wire One, furnish many of the same products
and services provided by Wire One, and have established relationships with major
corporate customers that have policies of purchasing directly from them. We
believe that as the demand for video communications systems continues to
increase, additional competitors, many of which may have greater resources than
Wire One, may continue to enter the video communications market.
Our Failure To Keep Pace With Rapid Change In The Video Communications Industry
Could Have A Material Adverse Effect On Our Business, Financial Condition or
Results Of Operations.
The video communications industry is characterized by rapid change and
frequent new product introductions. Our future success will depend in part on
our ability to anticipate and to respond to changes in industry standards and
advances in new technologies. We expect to update features and functions of
Glowpoint. However, there can be no assurance that we will be able to introduce
or integrate these new features and functions of our Glowpoint network in a
timely manner consistent with the market opportunity or that, once introduced,
these services will gain the market acceptance we expect. Delays in the
introduction of new features and functions for Glowpoint or other new
technologies could have a material adverse affect on our business, financial
condition and results of operations.
Government Regulation Of Video Communications May Impact Our Business By
Directly Or Indirectly Increasing Our Costs.
We offer video communications services, in part, through data transmission
over public telephone lines. These transmissions are governed by regulatory
policies establishing charges and terms for wireline communications. We
currently are not subject to direct regulation by the Federal Communications
Commission ("FCC") or any other governmental agency, other than regulations
applicable to businesses generally.
In the future, however, we could become subject to regulations by the FCC
or other regulatory agencies as a provider of basic telecommunications services.
Changes in the regulatory environment relating to the application of access
charges and other regulatory changes that directly or indirectly affect costs
imposed on telecommunications providers or increase the likelihood or scope of
competition, could harm our business, financial condition or results of
operations.
Risks Related to Our Stock
Potential for Adverse Effect on Stock Price from Shares Eligible for Future Sale
Future sales of substantial amounts of our common stock in the public
market, including the shares covered by this prospectus, or the perception that
such sales could occur, could adversely affect the market price of our common
stock. As of September 7, 2001, we had outstanding 24,100,408 shares of common
stock, plus 10,747,468 shares of common stock reserved for issuance upon the
exercise of outstanding options and warrants, of which options and warrants to
acquire 7,995,603 shares of common stock are currently exercisable.
Substantially all of the outstanding shares of our common stock
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are either freely salable or salable subject to certain volume restrictions and
manner of sale restrictions pursuant to Rule 144 of the Securities Act.
We May Issue Additional Shares and Dilute Your Ownership Percentage.
Some events over which you have no control could result in the issuance of
additional shares of our common stock, which would dilute your ownership
percentage in Wire One. We may issue additional shares of common stock or
preferred stock:
o to raise additional capital or finance acquisitions,
o upon the exercise or conversion of outstanding options, warrants and shares
of convertible preferred stock, and/or
As of September 7, 2001, there were outstanding warrants to acquire an
aggregate of 3,717,938 shares of our common stock. Some of these warrants,
unlike the common stock, provide for anti-dilution protection upon the issuances
of stock below the exercise price of such warrants. If such a dilution event
occurs, the number of shares of common stock that may be acquired upon
conversion or exercise would increase resulting in dilution for holders of
common stock.
Our Stock Price May Be Volatile Due to Factors Outside of Our Control.
Our stock price could fluctuate due to the following factors, among others:
o Announcements of operating results and business conditions by our
customers;
o Announcements by our competitors relating to new customers or technological
innovations or new services;
o Economic developments in the telecommunications or multimedia industries as
a whole;
o Political and economic developments in countries in which we have
operations; and
o General market conditions.
Our Anti-Takeover Defense Provisions May Deter Potential Acquirors and May
Depress our Stock Price.
Our certificate of incorporation and bylaws contain provisions that could
have the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of Wire One.
These provisions provide for a classified board of directors and allow us to
issue preferred stock with rights senior to those of our common stock and impose
various procedural and other requirements that could make it more difficult for
Wire One stockholders to effect corporate actions. In addition, Section 203 of
the Delaware General Corporation Law has the effect of restricting combinations
between our company and certain of our stockholders without the approval of our
board of directors.
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USE OF PROCEEDS
Each time we sell our securities, we will provide a prospectus supplement
that will contain information about how we intend to use the net proceeds from
each offering.
In general, we intend to use the net proceeds from the sale of our
securities for working capital and general corporate purposes. General corporate
purposes may include capital expenditures, sales and marketing, investments in
technology, acquisitions and any other purpose that we may specify in any
prospectus supplement. We have not determined the amount of net proceeds to be
used for any specific purpose. The amount actually extended for each purpose may
vary significantly depending on numerous factors, including the amount and
timing of the proceeds of this offering, market acceptance of Glowpoint,
technological advances, and the availability of suitable acquisition candidates.
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus in various
ways, including through agents, through underwriters, through dealers and
directly to one or more other purchasers.
We may designate agents from time to time to solicit offers to purchase
these securities. We will name any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act of 1933, as amended,
and state any commissions we are to pay to that agent in the applicable
prospectus supplement. That agent will be acting on a reasonable efforts basis
for the period of its appointment or, if indicated in the applicable prospectus
supplement, on a firm commitment basis.
If we use any underwriters to offer and sell these securities, we will
enter into an underwriting agreement with those underwriters when we and they
determine the offering price of the securities, and we will include the names of
the underwriters and the terms of the transaction in the applicable prospectus
supplement.
If we use a dealer to offer and sell these securities, we will sell the
securities to the dealer, as principal, and will name the dealer in the
applicable prospectus supplement. The dealer may then resell the securities to
the public at varying prices to be determined by that dealer at the time of
resale.
Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent -- in each case, less other expenses attributable to issuance and
distribution.
Sales of shares of common stock and other securities also may be effected
from time to time in one or more types of transactions (which may include block
transactions, special offerings, exchange distributions, secondary distributions
or purchases by a broker or dealer) on the Nasdaq National Market or any other
national securities exchange or automated trading and quotation system on which
the common stock or other securities are listed, in the over-the-counter market,
in negotiated transactions, through options transactions relating to the shares,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at negotiated prices or at fixed prices. Such transactions may or
may not involve brokers or dealers. Any shares of common stock offered under
this prospectus will be listed on the Nasdaq National Market, subject to notice
of issuance.
Each issue of preferred stock and warrants will be a new issue of
securities with no established trading market. It has not been established
whether the underwriters, if any, of the securities will make a market in these
securities. If a market in the preferred stock or warrants is made by any such
underwriters, such market-making may be discontinued at any time without notice.
We can give no assurance as to the liquidity of the trading market of these
securities.
In order to facilitate the offering of the securities offered under this
prospectus, the underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the securities or any other
9
securities the prices of which may be used to determine payments on these
securities. Specifically, the underwriters may over-allot in connection with the
offering, creating a short position in these securities for their own accounts.
In addition, to cover over-allotments or to stabilize the price of these
securities or of any other securities, the underwriters may bid for, and
purchase, these securities or any other securities in the open market. Finally,
in any offering of the securities through a syndicate of underwriters, the
underwriting syndicate may reclaim selling concessions allowed to an underwriter
or a dealer for distributing these securities in the offering, if the syndicate
repurchases previously distributed securities in transactions to cover syndicate
short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of these securities above
independent market levels. The underwriters are not required to engage in these
activities, and may end any of these activities at any time.
Any person participating in the distribution of the securities registered
under the registration statement that includes this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934 and the
applicable SEC rules and regulations, including, among others, Regulation M,
which may limit the timing of purchases and sales of any of our securities by
any such person. Furthermore, Regulation M may restrict the ability of any
person engaged in the distribution of our securities to engage in market-making
activities with respect to our securities. These restrictions may affect the
marketability of our securities and the ability of any person or entity to
engage in market-making activities with respect to our securities.
Agents, underwriters and dealers may be entitled under agreements with us
to indemnification by us against some civil liabilities, including liabilities
under the Securities Act, and may be customers of, engage in transactions with
or perform services for us in the ordinary course of business.
GENERAL DESCRIPTION OF SECURITIES
We may offer under this prospectus shares of common stock, shares of
preferred stock, warrants to purchase common stock or preferred stock or any
combination of the foregoing, either individually or as units consisting of one
or more securities. The aggregate offering price of securities offered by us
under this prospectus will not exceed $30,000,000. If securities are offered as
units, we will describe the terms of the units in a prospectus supplement.
This section describes the general terms and provisions of the securities.
The applicable prospectus supplement will describe the specific terms of the
securities offered through that prospectus supplement as well as any of the
general terms described below that will not be applicable to the securities
offered.
DESCRIPTION OF COMMON STOCK
We are authorized to issue 100,000,000 shares of common stock, par value
$.0001 per share. At the close of business on September 7, 2001 there were
24,100,408 shares of our common stock outstanding. Each holder of common stock
is entitled to one vote for each share owned on all matters voted upon by
stockholders, including the election of directors. Subject to the rights of any
then outstanding shares of preferred stock, holders of common stock are entitled
to dividends that the board of directors may declare. The decision to declare
dividends is made by the board of directors in its sole discretion, but the
board of directors may declare dividends only if there are funds legally
available to pay for the dividends. Holders of common stock are entitled to
share ratably in our net assets upon liquidation after payment or provision for
all liabilities and any preferential liquidation rights of any preferred stock
then outstanding. Holders of common stock have no preemptive rights to purchase
shares of our stock. Shares of common stock are not subject to any redemption
provisions and are not convertible into any other securities of Wire One.
American Stock Transfer & Trust Company is the transfer agent and registrar
for our common stock. Our common stock is traded on the Nasdaq National Market
under the symbol "WONE". Our intention to
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list for trading other securities that are issued under this prospectus will be
described in the appropriate prospectus supplement.
DESCRIPTION OF PREFERRED STOCK
Pursuant to our Certificate of Incorporation, as amended, the board of
directors has the authority, without further action by our stockholders, to
issue up to 5,000,000 shares of preferred stock. The board of directors may
issue this stock in one or more series and may fix the rights, preferences,
privileges and restrictions of this stock. Some of the rights and preferences
that the board of directors may designate include dividend rights, conversion
rights, voting rights, terms of redemption, liquidation preferences and sinking
fund terms. The board of directors may determine the number of shares
constituting any series or the designation of such series. Any or all of the
rights and preferences selected by the board of directors may be greater than
the rights of the common stock.
The applicable prospectus supplement will set forth the number of shares,
particular designation, relative rights and preferences and the limitations of
any series of preferred stock in respect of which this prospectus is delivered.
The particular terms of any such series will include the following:
o the maximum number of shares to constitute the series and the designation
of such series;
o the annual dividend rate, if any, on shares of the series, whether such
rate is fixed or variable or both, the date or dates from which dividends
will begin to accrue or accumulate, whether dividends will be cumulative
and whether such dividends shall be paid in cash, shares of common stock or
otherwise;
o whether the shares of the series will be redeemable and, if so, the price
at and the terms and conditions on which the shares of the series may be
redeemed, including the time during which shares of the series may be
redeemed and any accumulated dividends thereon that the holders of shares
of the series shall be entitled to receive upon the redemption thereof;
o the liquidation preference, if any, applicable to shares of the series;
o whether the shares of the series will be subject to operation of a
retirement or sinking fund and if so, the extent and manner in which any
such fund shall be applied to the purchase or redemption of the shares of
the series for retirement or for other corporate purposes, and the terms
and provisions relating to the operation of such fund;
o the terms and conditions, if any, on which the share of the series shall be
convertible into, or exchangeable for, shares of any other class or classes
of capital stock of Wire One or any series of any other class or classes,
or of any other series of the same class, including the price or prices or
the rate or rates of conversion of exchange and the method, if any, of
adjusting the same;
o the voting rights, if any, of the shares of the series;
o the procedures for any auction and remarketing, if any, for the preferred
stock;
o a discussion of United States federal income tax considerations applicable
to the preferred stock;
o the relative ranking and preferences of the preferred stock as to dividend
rights and rights upon liquidation, dissolution or winding up of our
affairs; and
o any listing of the shares of the series on a securities exchange; and
11
o any other preferences and relative, participating, optional or other rights
or qualifications, limitations or restrictions.
The summary in this prospectus or any prospectus supplement is not
complete. For a complete description, you should refer to the certificates of
designation establishing a particular series of preferred stock, which will be
filed with the Securities and Exchange Commission in connection with the
offering of the preferred stock.
DESCRIPTION OF THE WARRANTS
We may issue warrants for the purchase of preferred stock or common stock.
Warrants may be issued independently or together with any other securities
offered by any prospectus supplement and may be attached to or separate from
such offered securities. Each series of warrants will be issued under a separate
warrant agreement. This summary of some provisions of the warrants is not
complete. You should refer to the warrant agreement relating to the specific
warrants being offered for the complete terms of the warrants. The warrant
agreements will be filed with the SEC in connection with the offering of the
specific warrants.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
o the title of the warrants;
o the securities (which may include shares of common stock or preferred
stock) for which the warrants are exercisable;
o the number of shares of common stock or preferred stock for which each
warrant is exercisable;
o the exercise price for the warrants, including any changes to or
adjustments in the exercise price;
o if applicable, the designation and terms of the series of preferred stock
with which the warrants are issued;
o the number of warrants issued with each share of common stock or preferred
stock;
o if applicable, the date on and after which the warrants and the related
common stock or preferred stock will be separately transferable;
o any listing of the warrants on a securities exchange;
o the date on which the right to exercise the warrants shall commence and the
date on which such right shall expire;
o the minimum or maximum amount of the warrants which may be exercised at any
one time;
o information with respect to book-entry procedures; if any;
o if applicable, a discussion of material United States federal income tax
consequences and other special considerations with respect to any warrants;
and
o any other terms of the warrants, including terms, procedures and
limitations relating to the transferability, exchange and exercise of such
warrants.
Prior to the exercise of any warrants to purchase preferred stock or common
stock, holders of the warrants will not have any of the rights of holders of the
preferred stock or common stock purchasable upon exercise, including the right
to vote or to receive any payments of dividends on the preferred stock or common
stock purchasable upon exercise.
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EXPERTS
The audited consolidated financial statements of Wire One incorporated by
reference in this prospectus to Wire One's annual report on Form 10-K for the
year ended December 31, 2000 have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the periods set forth in
their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
Legal matters with respect to the validity of the securities offered hereby
is being passed upon by Morrison & Foerster LLP, New York, New York.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act with respect to the common stock
offered by this prospectus. This prospectus, which is a part of the registration
statement, does not contain all of the information set forth in the registration
statement. For further information about us and the common stock offered by this
prospectus, we refer you to the registration statement and the exhibits and
schedules filed as a part of the registration statement. Statements contained in
this prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement are not necessarily complete. If a
contract or document has been filed as an exhibit to the registration statement,
we refer you to the copy of the contract or document that has been filed. The
registration statement, including exhibits, may be inspected without charge at
the principal office of the Securities and Exchange Commission in Washington,
D.C. and copies of all or any part of which may be inspected and copied at the
public reference facilities maintained by the Securities and Exchange Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549,
and at the Commission's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can also
be obtained as prescribed rates by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the
Commission at 1-800-SEC-0330. In addition, the Commission maintains a website at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith we are
required to file annual and quarterly reports, proxy statements and other
information with the Commission. These reports, proxy statements and other
information are available for inspection and copying at the Commission's public
reference rooms and the Commission's website referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission requires us to "incorporate" into this prospectus
information that we file with the Commission in other documents. This means that
we can disclose important information to you by referring to other documents
that contain that information. The information incorporated by reference is
considered to be part of this prospectus. Information contained in this
prospectus and information that we file with the Commission in the future and
incorporate by reference in this prospectus automatically updates and supersedes
previously filed information. We incorporate by reference our documents listed
below and any future filings we make with the Commission under Sections 13(a),
13(c), 14, or 15(d)
13
of the Securities Exchange Act of 1934, as amended, prior to the sale of all
shares covered by this prospectus:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000;
2. Our Definitive Proxy Statement for the 2001 Annual Meeting of
Stockholders, as supplemented;
3. Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2001 and June 30, 2001; and
4. Our Current Report on Form 8-K filed with the Commission on August 1,
2001.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Wire One Technologies Inc.
225 Long Avenue
Hillside, New Jersey 07205
Attention: Kate McCrary Shuster
Telephone: (973) 282-2000
14
$30,000,000
[Wire One Logo]
Common Stock
Preferred Stock
Warrants
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses, all of which will be
borne by the Registrant, in connection with the sale and distribution of the
securities being registered (except any underwriting discounts and commissions
and expenses incurred by the selling stockholders for brokerage, accounting, tax
or legal services or any other expenses incurred by the selling stockholders in
disposing of the shares). All amounts shown are estimates except for the
Securities and Exchange Commission registration fee.
SEC registration fee............................... $ 7,500
Accounting fees and expenses....................... 5,000
Legal fees and expenses............................ 20,000
Printing costs..................................... 3,000
Miscellaneous...................................... 4,500
----------
Total..................................... $ 40,000
Item 15. Indemnification of Directors and Officers
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or (4) for any
transaction from which the director derived an improper personal benefit. Our
Certificate of Incorporation contains provisions permitted by Section 102(b)(7)
of the DGCL. Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.
II-1
Item 16. Exhibits
Exhibit
Number Description
- ------ -----------
3.1 Amended and Restated Certificate of Incorporation.(1)
3.2 Certificate of Amendment of View Tech, Inc. changing its name to Wire One Technologies, Inc. (2)
3.3 Amended and Restated Bylaws.(1)
5.1 Opinion of Morrison & Foerster LLP as to the legality of the securities.(3)
23.1 Consent of BDO Seidman, LLP.(3)
23.2 Consent of Morrison & Foerster LLP. (included in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included in the signature page contained in Part II of the Registration Statement).
(1) Filed as an appendix to View Tech Inc.'s Registration Statement on Form S-4
(File No. 333-95145) and incorporated herein by reference.
(2) Filed as an exhibit to Wire One Technologies, Inc.'s Registration Statement
on Form S-1 (Registration No. 333-42518), and incorporated herein by
reference.
(3) Filed herewith.
Item 17. Undertakings
The undersigned Registrant hereby undertakes the following:
(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;
(ii) To reflect in 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 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 was 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 Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(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 paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registration
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 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.
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(4) 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 Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this 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;
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, Wire One has 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. 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, Wire One 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 and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that, for the 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
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.
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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 the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on September 14, 2001.
WIRE ONE TECHNOLOGIES, INC.
By: /s/ Richard Reiss
Richard Reiss
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard Reiss and Jonathan
Birkhahn, and each of them, as his true and lawful attorneys-in-fact and agents,
jointly and severally, with full power of substitution and resubstitution, for
and in his stead, in any and all capacities, to sign on his behalf this
Registration Statement on Form S-3 in connection with the offering of common
stock by the registrant and to execute any amendments thereto (including
post-effective amendments), including a registration statement filed pursuant to
Rule 462(b), or certificates that may be required in connection with this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission and granting unto said attorneys-in-fact and agents, and each of
them, jointly and severally, the full power and authority to do and perform each
and every act and thing necessary or advisable to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, jointly or severally, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 14, 2001.
Signature Title
- --------- -----
/s/ Richard Reiss Chairman, President and Chief Executive Officer
Richard Reiss (Principal Executive Officer)
/s/ Christopher Zigmont Chief Financial Officer
Christopher Zigmont (Principal Financial and Accounting Officer)
/s/ Leo Flotron Chief Operating Officer and Director
Leo Flotron
/s/ Jonathan Birkhahn Executive Vice President Business Affairs,
Jonathan Birkhahn General Counsel, Secretary and Director
/s/ Louis Capolino Director
Louis Capolino
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Signature Title
- --------- -----
/s/ James Kuster Director
James Kuster
/s/ Dean Hiltzik Director
Dean Hiltzik
/s/ Peter N. Maluso Director
Peter N. Maluso
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