UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DirectView Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
20-5874633
|
|
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
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21218 Saint Andrews Blvd, Suite 323 Boca Raton, FL |
33433 |
|
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(Address of Principal Executive Offices) |
(Zip Code) |
DirectView Holdings, Inc. 2014 Incentive Plan
Amendment No. 1 to the DirectView Holdings, Inc. 2014 Incentive Plan
(Full title of the plan)
Resident Agents of Nevada, Inc.
711 South Carson Street, Suite 4
Carson City, Nevada 89701
(Name and address of agent for service)
(775) 882-4641
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered (1) |
Amount to be Registered (2) |
Proposed Maximum Offering Price Per Share (3) |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Registration Fee |
||||||||||
|
Common Stock
$0.0001 par value |
30,000,000 Shares |
$ |
0.0015 Per Share |
$ |
45,000 |
$ |
5.22 |
| (1) |
This registration statement covers common stock issuable under our plan titled “DirectView Holdings, Inc. 2014 Incentive Plan” and the related “Amendment No. 1 to the DirectView Holdings, Inc. 2014 Incentive Plan.” |
|
| (2) |
This registration statement shall also cover an indeterminable number of additional shares of common stock which may become issuable under the DirectView Holdings, Inc. 2014 Incentive Plan and Amendment No. 1 to the DirectView Holdings, Inc. 2014 Incentive Plan by reason of any stock dividend, stock split, re-capitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of common stock. |
|
| (3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, using the closing price as reported on the OTC Markets on November 22, 2016 of $0.0015 per share. |
EXPLANATORY NOTE
On October 21, 2016, the Board of Directors of DirectView Holdings, Inc. (the “Company”) approved the adoption of Amendment No. 1 to the DirectView Holdings, Inc. 2014 Incentive Plan (the “Plan”). The purpose of this Registration Statement on Form S-8 is to register with the U.S. Securities and Exchange Commission (the “Commission”) 30,000,000 shares of the Company’s common stock, par value $0.0001 per share, which may be issued by the Company upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. The reports most recently filed by the Company with the Commission are listed below in Part II, Item 3.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The applicable information set forth in Item 2 of this Registration Statement on Form S-8 is incorporated by reference in this Item 1.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information concerning the Plan specified in Part I of the instructions to Registration Statement on Form S-8 have been or will be sent or given to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). In accordance with the Note to Part I of the instructions to Registration Statement on Form S-8, such documents are not filed with the Securities and Exchange Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
| (1) |
Quarterly Report on Form 10-Q for the period ended September 30, 2016, filed with the Commission on November 21, 2016; |
|
| (2) | Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed with the Commission on August 19, 2016; | |
| (3) | Definitive Information Statement filed with the Commission on July 1, 2016; | |
| (4) | Quarterly Report on Form 10-Q for the period ended March 31, 2016, filed with the Commission on May 16, 2016; | |
| (5) | Annual Report on Form 10-K for the period ended December 31, 2015, filed with the Commission on April 14, 2016; |
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.
Any statement contained in an Incorporated Document 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 Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Item 6. Indemnification of Directors and Officers.
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our articles of incorporation and our bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit Number | Description | |
| 4.1 | Amendment No. 1 to the DirectView Holdings, Inc. 2014 Incentive Plan* | |
| 4.2 | DirectView Holdings, Inc. 2014 Incentive Plan (Incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on March 13, 2014) | |
| 5.1 | Opinion of Owen Naccarato and Associates* | |
| 23.1 | Consent of D’Arelli Pruzansky, Certified Public Accounting Firm* |
*Filed Herewith
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;
(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 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 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) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; or
(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 (i) and (ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act 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 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.
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 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.
C. 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 Nevada Revised Statutes, the Articles of Incorporation of the registrant, the Bylaws of the registrant, indemnification agreements entered into between the registrant and its officers and directors 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, 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 of 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.
SIGNATURES
In accordance with 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 authorized this registration statement to be signed on its behalf by the undersigned, in Boca Raton, Florida, on November 23, 2016.
| DIRECTVIEW HOLDINGS, INC. | ||
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Date: November 23, 2016 |
By: | /s/ Roger Ralston |
| Roger Ralston | ||
|
Chief Executive Officer Principal Executive Officer |
||
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Date: November 23, 2016 |
By: | /s/ Michele Ralston |
| Michele Ralston | ||
|
Chief Financial Officer Principal Financial Officer |
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AMENDMENT NO. 1
TO THE
DIRECTVIEW HOLDINGS, INC.
2014 INCENTIVE PLAN
WHEREAS, DirectView Holdings, Inc. (the “Company”) has adopted the 2014 Incentive Plan of the Company (the “Plan”) (capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Plan);
WHEREAS, pursuant to Section 17.1 of the Plan, the Board of Directors of the Company (the “Board”) or the Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable;
WHEREAS, the Board has determined it is advisable and in the best interest of the Company and its stockholders to amend the Plan by increasing the number of shares authorized for issuance under the Plan to 50,000,000 shares of common stock, par value 0.0001 per share;
WHEREAS, the Board now desires to amend the Plan to increase the number of shares authorized for issuance under the Plan (the “Amendment”);
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 4.1 of the Plan is hereby amended to read in its entirety as follows:
| SECTION | 4. SHARES SUBJECT TO THE PLAN |
| 4.1 | Authorized Number of Shares |
Subject to adjustment from time to time as provided in subsection 17.1, a maximum of 50,000,000 shares of common stock of the Company, par value $0.0001 shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.
4. This Amendment shall be effective as of the date this Amendment is authorized and approved by the Board.
5. Except to the extent hereinabove set forth, the Plan shall remain in full force and effect.
[ - Signature Page Follows -]
IN WITNESS WHEREOF, this Amendment is heretofore executed by a duly authorized officer of the Company on this 21 st day of October, 2016.
| DIRECTVIEW HOLDINGS, INC. | ||
| By: | /s/ Roger Ralston | |
| Name: | Roger Ralston | |
| Title: | Chief Executive Officer | |
[ - Signature Page to Amendment to Plan - ]
OWEN M. NACCARATO, Esq.
Naccarato & Associates
18881 Von Karman Ave., Suite 1440
Irvine, CA 92612
Office: (949) 851-9261 Facsimile: (949) 851-9262
November 23, 2016
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: DirectView Holdings, Inc.
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by DirectView Holdings, Inc., a Nevada corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “Commission”) on or about November 21, 2016 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 30,000,000 shares of the Company’s common stock, $0.0001 par value per share (the “Stock”), that are subject to issuance by the Company under the DirectView Holdings, Inc. 2014 Incentive Plan (the “Initial Plan”). On October 21, 2016, the Initial Plan was amended to increase the authorized shares of common stock available for issuance under the Initial Plan from 10,000,000 to 50,000,000 (the Amendment No. 1 to the DirectView Holdings, Inc. 2014 Incentive Plan”, and together with the Initial Plan, the “Plan”). Upon filing of this registration statement, 40,000,000 shares of the registrant’s common stock will remain available for issuance under the Plan.
In rendering this opinion, we have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that the shares of common stock being issued pursuant to the Registration Statement will be, when so issued, duly authorized, legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
| /s/ Owen Naccarato, Esq. | |
| Naccarato & Associates |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 13, 2016, relating to the consolidated balance sheets of DirectView Holdings, Inc. and Subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2015.
| /s/ D’Arelli Pruzansky, P.A. | |
| Certified Public Accountants |
Coconut Creek, Florida
November 23, 2016