As filed with the Securities and Exchange Commission on
June 29, 2001 Registration No. 333-63098
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KVH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 05-0420589
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
50 Enterprise Center
Middletown, RI 02842
(401) 847-3327
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Martin Kits van Heyningen, President
KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02842
(401) 847-3327
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Adam Sonnenschein, Esquire
Foley, Hoag & Eliot llp
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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. [ ]
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 646,153 $7.075 $4,571,532.48 $1,142.88
- --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee. In
accordance with Rule 457(c) under the Securities Act of 1933, the estimate
is based on the average of the high and low prices reported in the
consolidated reporting system of the Nasdaq National Market on June 27,
2001.
(2) $1,199.42 previously paid by wire transfer on June 14, 2001.
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In accordance with Rule 429 under the Securities Act of 1933, the
prospectus included herein is a combined prospectus which also relates to the
Registrant's prior Registration Statements on Form S-3, File Nos. 333-55300 and
333-60026. This Registration Statement, which is a new registration statement,
also constitutes the first post-effective amendment to each of the two prior
registration statements referenced above. Such post-effective amendments shall
hereafter become effective concurrently with the effectiveness of this
Registration Statement in accordance with Section 8(a) of the Securities Act.
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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Prospectus
KVH Industries, Inc.
646,153 Shares of Common Stock
All of the shares of our common stock covered by this prospectus are being
offered by certain of our stockholders on a delayed or continuous basis.
We will not receive any proceeds from the offering. We will bear the costs
relating to the registration of the shares being offered by this prospectus,
other than selling commissions.
The selling stockholders, or any pledgees, donees, transferees, or other
successors in interest of the selling stockholders, may offer the shares from
time to time during the effectiveness of this registration statement for sale
through the Nasdaq National Market, in the over-the-counter market, in one or
more negotiated transactions, or through a combination of methods of sale, at
prices and on terms then prevailing or at negotiated prices. The selling
stockholders may sell the shares through broker-dealers, who may receive
compensation in the form of discounts, concessions or commissions.
Our common stock is traded on the Nasdaq National Market under the symbol
"KVHI." On June 27, 2001, the last reported sale price for our common stock on
the Nasdaq National Market was $7.00 per share.
Our executive offices are located at 50 Enterprise Center, Middletown,
Rhode Island, 02842, and our telephone number is (401) 847-3327.
- -------------------
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 July 3, 2001
Table of Contents
Page
Where You Can Find More Information...............................3
Information Incorporated by Reference.............................3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.................4
OUR COMPANY.......................................................5
Use of Proceeds...................................................5
Selling Stockholders..............................................5
Plan of Distribution..............................................6
Legal Matters.....................................................7
Experts 7
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TracVision(R), Tracphone(R), Azimuth(R), Sailcomp(R) and DataScope(R) are
registered trademarks of KVH. GyroTrac, TACNAV, and E-Core are KVH trademarks.
This prospectus also includes trademarks of companies other than KVH.
Where You Can Find More Information
We file annual, quarterly, and current reports, proxy statements, and
other information with the Securities and Exchange Commission. We have also
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 does not contain all of the information set
forth in the registration statement. We have omitted portions of the
registration statement in accordance with the rules and regulations of the
Securities and Exchange Commission. For more information about us and our common
stock, you should refer to the registration statement. Statements in this
prospectus regarding the contents of any contract or any other document are not
necessarily complete, and, in each instance, you should refer to the copy of the
contract or document that we have filed with the Securities and Exchange
Commission. Each of our statements regarding such contract or document is
qualified in all respects by reference to the contract or document.
You may read any document that we have filed or will file with the
Securities and Exchange Commission without charge at the public reference
facilities maintained by the Securities and Exchange Commission at the following
locations:
Main Office Regional Offices
Room 1024 Suite 1400
Judiciary Plaza 500 West Madison Street
450 Fifth Street, N.W., Chicago, Illinois 60661
Washington, D.C. 20549 7 World Trade Center
Thirteenth Floor
New York, New York 10048
For a fee prescribed by the Securities and Exchange Commission, you may
obtain copies of all or any portion of the documents that we file with the
Securities and Exchange Commission from the main office of the Public Reference
Section of the Commission at the above address, or by calling the Commission at
1-800-SEC-0330. Our filings are also available to the public on the Commission's
Website at http://www.sec.gov.
Our common stock is traded on the Nasdaq National Market. Reports and other
information concerning our company may be inspected at the National Association
of Securities Dealers, Inc., 1725 K Street, N.W., Washington, D.C. 20006.
Information Incorporated by Reference
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information that we later file with the Commission will
automatically update and supersede this information. We incorporate by reference
the following documents:
(a) Our annual report on Form 10-K for the fiscal year ended December 31, 2000;
(b) Our quarterly report on From 10-Q for the quarter ended March 30, 2001;
(c) Our current reports on Form 8-K dated January 5, 2001, April 19, 2001 and
June 11, 2001;
(d) The description of the our common stock contained in the registration
statement on Form 8-A filed with the Commission on March 26, 1996,
under Section 12 of the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such
description; and
(e) Any document that we file with the Securities and Exchange Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act after the date of this prospectus and before the termination of
this offering. Information in these filings will be deemed to be
incorporated by reference as of the date we make the filing.
You may request a copy of these filings from us at no cost by writing
or calling us at the following address and telephone number:
KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02842
Attention: Chief Financial Officer
(401) 847-3327
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone else to provide you
with additional or different information. These securities are only being
offering in states where the offer is permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the dates
on the front of this prospectus.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus and in the documents that we
incorporate by reference into this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "expect," "anticipate,"
"plan," "believe," "seek," "estimate," "internal," "backlog" and similar words.
Statements that we make in this prospectus and in the documents that we
incorporate by reference into this prospectus that are not statements of
historical fact may also be forward-looking statements. In particular,
statements that we make in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" relating to our shipment level and
profitability, increased market share and the sufficiency of capital to meet
working capital and capital expenditures requirements, are forward-looking
statements. Forward-looking statements are not guarantees of our future
performance, and involve risks, uncertainties and assumptions that may cause our
actual results to differ materially from the expectations we describe in our
forward-looking statements. There may be events in the future that we are not
accurately able to predict, or over which we have no control. You should not
place undue reliance on forward-looking statements. We do not promise to notify
you if we learn that our assumptions or projections are wrong for any reason.
Before you invest in our common stock, you should be aware that the
risks we discuss in our annual report and our quarterly reports and other
documents we incorporate by reference and the risks we discuss elsewhere in this
prospectus could cause our actual results to differ from any forward-looking
statements. You should consider these risks carefully before deciding to
purchase shares of our common stock.
OUR COMPANY
KVH was organized in Rhode Island in 1978 and was reincorporated in
Delaware on August 16, 1985. We completed our initial public offering in April
1996. Our executive offices are located at 50 Enterprise Center, Middletown,
Rhode Island, 02842, and our telephone number is (401) 847-3327. References to
KVH or our Company include KVH Industries, Inc., and KVH Europe A/S, its Danish
sales subsidiary, unless the context otherwise requires.
We develop and manufacture innovative, mobile, high-bandwidth satellite
communications systems, navigation products, and fiber optic sensors, connecting
people in moving vehicles with data through channels like the Internet and the
military's "digital battlefield." Beginning with the invention of the digital
compass, we have introduced a series of innovative products, including the
development of breakthrough satellite communications products and the
integration of our fiber optic technology, throughout our product lines.
Use of Proceeds
We will not receive any proceeds from the sale of common stock being
offered in this prospectus by the selling stockholders.
Selling Stockholders
The shares covered by this prospectus are being offered for sale from
time to time during the period of effectiveness of this registration statement
for the account of the selling stockholders set forth below. The selling
stockholders acquired the shares being offered hereunder pursuant to a private
investment transaction in May 2001.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-3, of which this prospectus forms a part, with
respect to the resale of the shares from time to time on the Nasdaq National
Market or in privately-negotiated transactions. We have agreed to use our best
efforts to keep such registration statement effective until two years from the
date of this prospectus, or, if earlier, until the distribution contemplated by
this prospectus has been completed.
The table below provides certain information regarding the beneficial
ownership of each selling stockholder as of June 4, 2001. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission. Except as otherwise indicated, each stockholder named in the table
has sole voting and investment power with respect to the shares set forth
opposite such stockholder's name. We have calculated the percentage beneficially
owned based upon the 10,898,046 shares of common stock outstanding as of June 4,
2001.
We do not know when or in what amounts a selling stockholder may offer
shares for sale. The selling stockholders may not sell any or all of the shares
offered by this prospectus. Because the selling stockholders may offer all or
some of the shares pursuant to this offering, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of
the shares that will be held by the selling stockholders after completion of the
offering, we can not estimate the number of shares that will be held by the
selling stockholders after completion of the offering. However, for purposes of
this table, we have assumed that, after completion of the offering, none of the
shares covered by this prospectus will be held by the selling stockholders.
The registration statement will also cover any additional shares of
common stock that become issuable in connection with the shares registered for
sale under this prospectus by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration that results in an increase in the number of outstanding shares of
our common stock.
Shares Beneficially Owned Prior Number of Shares to be
to Offering Shares Being Beneficially Owned
Offered After Offering
----------------------------------- ------------------------
Name Number Percent Number Percent
- ------------------------- ----------------- -----------------------------------------------------
Massachusetts Mutual Life Insurance
Company 615,384 5.6% 615,384 0 0
c/o David L. Babson & Company Inc.
1295 State Street
Springfield, MA 01111
Attn: Securities Investment Division
Needham & Co.
445 Park Avenue 151,538 1.4% 30,769 120,769 1.1%
New York, NY 10027
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* Less than 1%
Plan of Distribution
The shares may be sold from time to time by the selling stockholders,
or by pledgees, donees, transferees or other successors in interest. Sales may
be made on one or more exchanges or in the over-the-counter market, or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The shares may be sold by one or
more of the following methods:
- - a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
- - purchases by a broker or dealer as principal and resale by such broker
or dealer for its own account pursuant to this prospectus;
- - an exchange distribution in accordance with the rules of such exchange; and
- - ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the selling stockholders in
amounts to be negotiated immediately before the sale. The brokers or dealers and
any other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales, and any
commission received by them and profit on any resale of the shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to the prospectus.
If a selling stockholder notifies us that any material arrangement has
been entered into with a broker-dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing the following information:
- - the name of each selling stockholder and of the participating
broker-dealer(s);
- - the number of shares involved;
- - the price at which such shares were sold;
- - the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
- - that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus; and
- - other facts material to the transaction.
We have agreed to pay the expenses incurred in connection with
preparing and filing the registration statement and this prospectus other than
selling commissions. We estimate that these expenses will be approximately
$35,200. We have agreed to indemnify the selling stockholders against certain
liabilities, including liabilities under the Securities Act.
Legal Matters
The validity of the shares of common stock offered hereby will be
passed upon for us by Foley, Hoag & Eliot llp of Boston, Massachusetts.
Experts
The consolidated financial statements and schedule included in the
Annual Report on Form 10-K of KVH Industries., Inc. for the fiscal year ended
December 31, 2000, incorporated by reference herein and elsewhere in the
Registration Statement, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table provides information about the various expenses
that we will pay in connection with the issuance and distribution of the
securities being registered. All amounts shown are estimates except the
Securities and Exchange Commission registration fee and the Nasdaq National
Market listing fee. We will pay all expenses in connection with the issuance and
distribution of any securities sold by the selling stockholders, except for
discounts, concessions, commissions or other compensation due to any broker or
dealer in connection wit the sale of any of the securities offered hereby.
Securities and Exchange Commission registration fee $1,200
Nasdaq National Market Listing Fee $2,000
Legal fees and expenses $10,000
Accounting fees and expenses $10,000
Printing, EDGAR formatting, and mailing expenses $2,000
Miscellaneous $10,000
TOTAL $35,200
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law affords a Delaware
corporation the power to indemnify its present and former directors and officers
under certain conditions. Article Sixth of our amended and restated certificate
of incorporation provides that we, with certain exceptions, shall indemnify each
person who at any time is, or shall have been, a director or officer of ours and
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director or
officer of KVH, or is or was serving at our request as a director, officer,
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred in connection
with any such action, suit or proceeding, to the maximum extent permitted by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended. No amendment to or repeal of the provisions of Article Sixth of our
amended and restated certificate of incorporation shall deprive a director or
officer of the benefit thereof with respect to any act or failure occurring
prior to such amendment or repeal.
Section 102(b)(7) of the Delaware General Corporation Law gives a
Delaware corporation the power to adopt a charter provision eliminating or
limiting the personal liability of directors to the corporation or its
stockholders for breach of fiduciary duty as directors, provided that such
provision may not eliminate or limit the liability of directors for (a) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(b) any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) any payment of a dividend or
approval of a stock purchase that is illegal under Section 174 of the Delaware
General Corporation Law or (d) any transaction from which the director derived
an improper personal benefit. Article Seventh of our amended and restated
certificate of incorporation provides that to the maximum extent permitted by
the Delaware General Corporation Law, no director of KVH shall be personally
liable to us or to any of our stockholders for monetary damages arising out of
such director's breach of fiduciary duty as a director of KVH. No amendment to
or repeal of the provisions of Article Seventh shall apply to or have any effect
on the liability or the alleged liability of any director of KVH with respect to
any act or failure to act of such director occurring prior to such amendment or
repeal. A principal effect of such Article Seventh is to limit or eliminate the
potential liability of our directors for monetary damages arising from breaches
of their duty of care, unless the breach involves one of the four exceptions
described in (a) through (d) above.
Section 145 of the Delaware General Corporation Law also affords a
Delaware corporation the power to obtain insurance on behalf of its directors
and officers against liabilities incurred by them in those capacities. We have
procured a directors' and officers' liability and company reimbursement
liability insurance policy that (a) insures our directors and officers of
against losses (above a deductible amount) arising from certain claims made
against them by reason of certain acts done or attempted by such directors or
officers and (b) insures us against losses (above a deductible amount) arising
from any such claims, but only if we are required or permitted to indemnify such
directors or officers for such losses under statutory or common law or under
provisions of our amended and restated certificate of incorporation or our
by-laws.
Item 16. Exhibits and Financial Statement Schedules
4.1 Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.3 to our registration statement on
Form S-1 (File No. 333-01258), and incorporated herein by reference)
4.2 Amended and Restated By-Laws (previously filed)
5.1 Opinion of Foley, Hoag & Eliot llp
23.1 Consent of KPMG LLP
23.2 Consent of Foley, Hoag & Eliot llp (included in Exhibit 5.1)
24.1 Power of Attorney (previously filed)
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Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect 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 the 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 a
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" in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Middletown, Rhode Island, on this 29th day of June, 2001.
KVH INDUSTRIES, INC.
By: /s/ Martin Kits van Heyningen
Martin Kits van Heyningen
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Martin Kits van Heyningen President and Director
Martin Kits van Heyningen (principal executive officer) June 29, 2001
/s/ Richard C. Forsyth Chief Financial Officer
Richard C. Forsyth (principal financial and
accounting officer) June 29, 2001
/s/ Arent Kits van Heyningen * Director June 29, 2001
Arent Kits van Heyningen
/s/ Robert Kits van Heyningen * Director June 29, 2001
Robert Kits van Heyningen
/s/ Mark Ain * Director June 29, 2001
Mark Ain
Director
Stan Honey
Director
Werner Trattner
Director
Charles Trimble
* By Martin Kits van Heyningen, as attorney-in-fact.
EXHIBIT INDEX
Exhibit Number Description
4.1 Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.3 to our registration statement on Form S-1
(File No. 333-01258), and incorporated herein by reference)
4.2 Amended and Restated By-Laws (previously filed)
5.1 Opinion of Foley, Hoag & Eliot llp
23.1 Consent of KPMG LLP
23.2 Consent of Foley, Hoag & Eliot llp (included in Exhibit 5.1)
24.1 Power of Attorney (previously filed)
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
KVH Industries, Inc.
We consent to the use of our reports included in the KVH Industries, Inc. Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, which is
incorporated by reference herein, and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG LLP
Providence, Rhode Island
June 28, 2001
June 29, 2001
KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02842
Ladies and Gentlemen:
We are familiar with the Amendment No. 1 to the Registration Statement
on Form S-3 (the "Registration Statement") to which this opinion is an exhibit,
to be filed by KVH Industries, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the proposed public offering by
security holders of the Company of a total of 1,696,152 shares (the "Shares") of
the Company's common stock, $0.01 par value per share ("Common Stock").
In arriving at the opinion expressed below, we have examined and relied
on the following documents:
(1) the Certificate of Incorporation and By-laws of the Company, each as
amended as of the date hereof; and
(2) records of meetings and consents of the Board of Directors of the
Company relating to the issuance of the Shares provided to us by the Company.
In addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below. In such examination, we have assumed, without
independent verification, the genuineness of all signatures (whether original or
photostatic), the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as certified or photostatic copies.
Based upon and subject to the foregoing, it is our opinion that the
Shares are legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/Adam Sonnenschein
Partner