UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
VECTR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
20-2437159
(State or other jurisdiction of 
incorporation or organization)
   
(I.R.S. Employer Identification No.)  
 
252 N. Washington Street, Falls Church, VA 22046
(Address of Principal Executive Offices)

VECTR SYSTEMS INC. MAY 2007 STOCK OPTION PLAN
(Full title of the plan)

 
 
Copies of all communications to:
Robert Knight 
Chief Executive Officer 
VECTr Systems, Inc 
252 N. Washington Street 
Falls Church, VA 22046 
(Name and address of agent for service)
           
  William Rosenstadt, Esq. 
Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP 
501 Madison Avenue 
New York, NY 10022 
Telephone: 212-588-0022
 
 
 
800-661-7830
 
 
(Telephone number, including area code, of agent for
service)
 
 
 
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
  
  Amount to be 
registered  
  
Proposed maximum
offering price
per share(1)
  
  Proposed maximum 
aggregate
 offering price(1)  
  
Amount of 
registration fee  
  
                           
Common Stock, $.001 par value
    
2,175,000 shares
(2)
$
0.25
  
$
543,750
  
$
58.18
  
Common Stock, $.001 par value
    
470,000 shares
(2)
$
1.00
  
$
470,000
  
$
50.29
  
Common Stock, $.001 par value
    
2,375,000 shares
(2)
$
1.10
  
$
2,612,500
  
$
279.54
  
 
 (1)  In accordance with Rule 457(h)(1), the price of the securities has been estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee, and the price listed is the average of the bid and ask prices of the common stock of VECTr Systems Inc. (the “Registrant” or the “Company”) as reported on the Over The Counter Bulletin Board on August 24, 2007 (a date within 5 business days prior to the date of filing this Registration Statement).
 
(2)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers participation interests associated with the plan and an indeterminate number of additional shares of the Registrant’s Common Stock with respect to the shares registered hereunder in the event of a stock split, stock dividend or similar transaction.
 
 
 PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the VECTr Systems, Inc. May 2007 Stock Incentive Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the Note to Part I of Form S-8, such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “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 of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation By Reference.
 
The following documents are hereby incorporated into this Registration Statement and made a part hereof by this reference:
 
1.  The Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed with the Commission on April 18, 2007;
 
2. The Registrant’s Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2007, as filed with the Commission May 15, 2007;
 
3.  The Registrant’s Current Reports on Form 8-K, as filed with the Commission on June 11, 2007 and May 30, 2007; and
 
4. The Registrant’s Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2007, as filed with the Commission August 20, 2007.
 
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission.
 
You may contact the Registrant to request copies of these filings as follows:
 
 
 
252 N. Washington Street
 
  Falls Church, VA 22046
 
Telephone: 800-661-7830
 


Item 4.  Description of Securities.
 
Not applicable.
 
Item 5.  Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6.  Indemnification of Directors and Officers.
 
Our Articles of Incorporation, as amended, provide that no director or officer of the Company shall be personally liable to the Company or any of its Stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer provided, however, that the Articles of Incorporation do not eliminate or limit the liability of a director or officer for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.
 
Section 78.7502 of the Nevada Revised Statutes articulates provisions for indemnification of the officers and directors of the Company. Nevada law provides for indemnification (which may eliminate any personal liability of a director to the Company or its shareholders for monetary damages for gross negligence or lack of care in carrying out the director's fiduciary duties) if a director or officer acts in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company. A director or officer may be indemnified as to any matter in which he successfully defends himself.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of VECTr Systems, Inc. pursuant to the foregoing provisions, or otherwise, VECTr Systems, Inc.  has been advised that in the opinion of the 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 VECTr Systems, Inc.  of expenses incurred or paid by a director, officer or controlling person of VECTr Systems, Inc.  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, VECTr Systems, Inc.  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.
 
Item 7.  Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.  Exhibits.
 
4.1
 
VECTr Systems, Inc. May 2007 Stock Incentive Plan, which is incorporated herein by reference.
 
 
 
4.2
 
Form of Stock Option Agreement under the VECTr Systems, Inc. May 2007 Stock Incentive Plan, which is incorporated herein by reference (included in Exhibit 4.1)
 
 
 
5.1
 
Legal Opinion of Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP
 
 
 
23.1
 
Consent of Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP (included in Exhibit 5.1)
 
Item 9.  Undertakings
 
(a) The 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 would not exceed that which was registered) and any deviation from the low or high end of the 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 20% percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
(iii)                             To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
Provided, however, that:
 
(A) Paragraphs (a)(1)(i)and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§ 239.16b of this chapter), and 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 Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and
 
(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.
 
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
(i) If the registrant is subject to Rule 430C, (§ 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
(6) 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 (§ 230.424 of this chapter);
 
 
(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 Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Falls Church, State of Virginia, on August 24, 2007.
 
VECTR SYSTEMS, INC.
  
     
By:
/s/ Robert Knight
  
 
Robert Knight
  
 
Chief Executive Officer
  
     
By:
/s/ Richard Brown
  
 
Richard Brown
  
 
Director, Chief Financial Officer
  
     
By:
/s/ Randle Barrington-Foote
  
 
Randle Barrington-Foote
  
 
Director
  
  

INDEX TO EXHIBITS
 
4.1
 
VECTr Systems, Inc. May 2007 Stock Incentive Plan, which is incorporated herein by reference.
 
 
 
4.2
 
Form of Stock Option Agreement under the VECTr Systems, Inc. May 2007 Stock Incentive Plan, which is incorporated herein by reference (included in Exhibit 4.1)
     
5.1
 
Legal Opinion of Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP
 
 
 
23.1
 
Consent of Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP (included in Exhibit 5.1)