1 As filed with the Securities and Exchange Commission on March 1, 2001 Registration No. 333-20765 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 TO FORM S-8 Registration Statement Under The Securities Act of 1933 LANVISION SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 31-1455414 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5481 Creek Road Cincinnati, Ohio 45242-4001 (Address of principal executive offices) (Zip Code) LANVISION SYSTEMS, INC. 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (Full title of the plan) J. Brian Patsy Copy To: President Alan J. Hartman 5481 Creek Road Legal Counsel Cincinnati, Ohio 45242-4001 905 Mercantile Library Building (513) 794-7100 Cincinnati, Ohio 45202 (513) 639-7681 (Name, address and telephone number of agent for service) The Registrant hereby amends the above referenced Registration Statement to add Exhibit 4.1(c) the Second Amendment to the 1996 Non-Employee Directors Stock Option Plan. Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Ash, State of Ohio, on this 28th day of February 2001. LANVISION SYSTEMS, INC. BY: /s/ J. Brian Patsy --------------------------------------- J. Brian Patsy, Chief Executive Officer
1 EXHIBIT 4.1 (c) Second Amendment to the LanVision Systems, Inc. 1996 Non-Employee Directors Stock Option Plan SECOND AMENDMENT TO THE LANVISION SYSTEMS, INC. 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN Section 10 is hereby amended and restated in its entirety to read as follows: "10. Non-Transferability. ------------------- Options granted hereunder shall be personal to the option grantee, and shall be non-assignable and non-transferable otherwise than by will and by the law of descent and distribution. Notwithstanding anything to the contrary stated in the 1996 Plan or any amendment thereto, any option holder may assign or transfer any Option to an Affiliate. For purposes of this Section 10, the term "Affiliate," with respect to an option holder, shall mean any spouse or member of the option holder's immediate family residing in the same household as the option holder, any trust of which the option holder is grantor, any corporation of which the option holder is an executive officer, any partnership of which the option holder is a partner or, if the option holder is a corporation or limited liability company, any parent or subsidiary of the option holder, or any other entity of which the option holder directly owns a twenty-percent (20%) or greater interest." The last paragraph of Section 15 is hereby amended and restated in its entirety to read as follows: "Any amendment of this 1996 Plan shall apply to all options granted on or after the date of such amendment, unless otherwise stated by resolution of the Board. If such amendment were also applied to options granted prior to the date of the amendment and would adversely affect the rights of such option grantee, the amendment may be made with regard to such prior options only with the consent of such option grantee." Adopted February 23, 2001 2