Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KVH Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 05-0420589
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
110 Enterprise Center
Middletown, Rhode Island 02842
(Address of Principal Executive Offices) (Zip Code)
KVH Industries, Inc. Amended and Restated 1996 Incentive and Nonqualified Stock
Option Plan
KVH Industries, Inc. Amended and Restated 1996 Employee Stock Purchase Plan
(Full Titles of the Plans)
Mr. Martin A. Kits van Heyningen
President and Chief Executive Officer
KVH Industries, Inc.
110 Enterprise Center
Middletown, RI 02842
(Name and Address of Agent for Service)
(401) 847-3327
(Telephone Number, Including Area Code, of Agent For Service)
With copies to:
Adam Sonnenschein, Esq.
Foley, Hoag & Eliot llp
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
Proposed Proposed Amount of
Title of Securities Amount Maximum Offering Maximum Aggregate Registration
to be Registered to be Registered Price Per Share (1) Offering Price (1) Fee
Common stock, $.01 par value 785,457 shares $5.375(2) $4,221,831.38 $1,055.46(2)
Common stock, $.01 par value 214,543 shares $4.13 (3) $886,062.59 $221.52(3)
Common stock, $.01 par value 151,137 shares $4.569(4) $690,544.95 $172.64(4)
Common stock, $.01 par value 98,863 shares $5.375(5) $531,388.63 $132.85(5)
Totals 1,250,000 shares $6,329,827.55 $1,582.46
(1) Estimated solely for the purposes of determining the registration fee.
(2) For shares issuable pursuant to options that may be granted under the
KVH Industries, Inc. Amended and Restated 1996 Incentive and
Nonqualified Stock Option Plan, estimated pursuant to Rule 457(c) based
on the average of the high and low prices of the Common Stock as
reported on the National Association of Securities Dealers Automated
Quotation National Market System (the "Nasdaq NMS") on August 10, 2001.
(3) For shares issuable under stock options granted under the KVH
Industries, Inc. Amended and Restated 1996 Incentive and Nonqualified
Stock Option Plan and outstanding at August 10, 2001, estimated
pursuant to Rule 457(h) based on the exercise prices of such options.
(4) For shares issuable pursuant to the Amended and Restated 1996 Employee
Stock Purchase Plan, pursuant to Rule 457(c) and (h) based on 85% of
the average of the high and low prices of the Common Stock as reported
on the Nasdaq NMS on August 10, 2001.
(5) For shares issued pursuant to the Amended and Restated 1996 Employee
Stock Purchase Plan, pursuant to Rule 457(c) based on the average of
the high and low prices as reported on the Nasdaq NMS on August 10, 2001.
This Registration Statement covers 1,000,000 shares of our common stock
issuable pursuant to our Amended and Restated 1996 Incentive and Nonqualified
Stock Option Plan and 250,000 shares of our common stock issued or issuable
pursuant to our Amended and Restated 1996 Employee Stock Purchase Plan. These
shares are in addition to the 1,805,000 shares of common stock registered
pursuant to the Registration Statement on Form S-8, File No. 333-08491, which we
filed with the Securities and Exchange Commission on July 19, 1996.
The contents of our Registration Statement on Form S-8, File No. 333-08491,
are incorporated herein by reference.
Reoffer Prospectus
The material which follows, up to but not including the page beginning
Part II of this registration statement, constitutes a Reoffer Prospectus
prepared in accordance with the applicable requirements of Part I of Form S-3
under General Instruction C to Form S-8. The Reoffer Prospectus is to be used in
connection with resales of restricted securities issued and outstanding under
our Amended and Restated 1996 Employee Stock Purchase Plan.
KVH Industries, Inc.
98,863 Shares of Common Stock
This Reoffer Prospectus relates to the resale, by the holders of 98,863
shares of common stock, par value $.01 par value per share, of KVH Industries,
Inc., issued pursuant to the purchase of stock under our Amended and Restated
1996 Employee Stock Purchase Plan. We will refer to such holders as selling
stockholders.
All of the shares of our common stock covered by this Reoffer 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 Reoffer
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 August 10, 2001, the last reported sale price for our common stock on
the Nasdaq National Market was $5.50 per share.
Our executive offices are located at 50 Enterprise Center, Middletown,
Rhode Island, 02842, and our telephone number is (401) 847-3327.
The common stock offered hereby involves a
high degree of risk.
See discussion of risks on
page 8.
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 August 15, 2001
Table of Contents
Page
Where You Can Find More Information...................................7
Information Incorporated by Reference.................................7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.....................8
OUR COMPANY...........................................................9
Use of Proceeds.......................................................9
Selling Stockholders..................................................9
Plan of Distribution.................................................10
Legal Matters........................................................12
Experts 12
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. 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.
This Reoffer Prospectus constitutes part of a Registration Statement on
Form S-8 filed by us with the Commission under the Securities Act of 1933, as
amended. This Reoffer Prospectus does not contain all of the information
contained in the registration statement, and reference is hereby made to the
registration statement and related exhibits for information with respect to our
company and the securities offered hereby. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and, in
such instance, reference is made to the copy of such document filed as an
exhibit to the registration statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
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 Reoffer
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 quarterly report on From 10-Q for the quarter ended June 30, 2001;
(d) Our current reports on Form 8-K dated January 5, 2001, April 19, 2001 and
June 11, 2001;
(e) 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
(f) 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 Reoffer 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 Reoffer Prospectus is accurate as of any date other
than the dates on the front of this Reoffer Prospectus.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Some of the information in this Reoffer Prospectus and in the documents
that we incorporate by reference into this Reoffer 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 Reoffer Prospectus and in the
documents that we incorporate by reference into this Reoffer 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
Reoffer 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 Reoffer Prospectus by the selling stockholders.
Selling Stockholders
The following table sets forth certain information with respect to the
beneficial ownership of our common stock by each of the selling stockholders as
of July 30, 2001 and as adjusted to reflect the sale of the shares of common
stock offered hereby for all selling stockholders. Beneficial ownership of the
common stock by the selling stockholders following this offering will depend on
the number of shares sold by each selling stockholder. The shares of common
stock offered by this Reoffer Prospectus may be offered from time to time by the
selling stockholders named below. The following table assumes that all the
common stock offered by this Reoffer Prospectus is sold. In addition, certain
non-affiliates of KVH who each hold less than the lesser of 1,000 shares and 1%
of the shares issuable under the plan pursuant to which such shares were granted
and who, therefore, are not required to be named in the following table may use
this Reoffer Prospectus for offers and sales of up to an aggregate of 41,595
shares of common stock.
We determined ownership in accordance with rules of the Securities and
Exchange Commission. Beneficial ownership includes voting power and/or
investment power with respect to the securities held by the named individuals.
Shares of common stock subject to options currently exercisable or exercisable
within 60 days of July 30, 2001, are deemed outstanding for purposes of
computing the percentage beneficially owned by the person holding the options
but are not deemed outstanding for purposes of computing the percentage
beneficially owned by any other person. Except as otherwise noted, the persons
or entities named have sole voting and investment power with respect to all
shares shown as beneficially owned by them. We have calculated the percentage
beneficially owned based upon the 10,923,649 shares of common stock outstanding
as of July 30, 2001.
- ----------------------------------- ----------------------------- ------------------------ -----------------------------
Shares Beneficially Owned Shares Beneficially Owned
Name and Before Offering(1) Number of Shares Being After Offering
Relationship with the Company Registered For Sale
Hereby
- ----------------------------------- ----------------------------- ------------------------ -----------------------------
Number Percent Number Percent
- ----------------------------------- ------------- --------------- ------------------------ -------------- --------------
Mary D. Aceto 1,682 * 1,561 121 *
Donnie E. Allen 19,399 * 3,653 15,746 *
Sidney M. Bennett 41,147 * 3,439 37,708 *
Mads Bjerre-Petersen 52,960 * 3,665 49,295 *
Lois K. Brashler 1,406 * 1,272 134 *
Nancy A. Brennan 5,933 * 1,409 4,524 *
Jeffrey P. Brunner 30,500 * 4,321 26,179 *
Christopher Burnett 98,405 * 5,450 92,955 *
William G. Burns 2,796 * 1,355 1,441 *
John Cabral 1,216 * 905 311 *
Stephen M. Cote 5,313 * 1,610 3,703 *
James Dodez 75,475 * 5,200 70,275 *
Edward Dunne 12,270 * 3,757 8,513 *
Jeffrey O. Hawes 20,496 * 3,955 16,541 *
Christine Marion 2,817 * 1,022 1,795 *
John J. McAlarney 12,557 * 3,441 9,116 *
Robert J. Miller 8,327 * 2,593 5,734 *
Sandra M. Mitchell 2,335 * 1,409 926 *
Joseph Napoli 4,884 * 1,084 3,800 *
Gerald Ormseth 3,592 * 1,399 2,193 *
James Rossi 7,762 * 1,262 6,500 *
Vincent J. Tarricone 1,075 * 638 437 *
Robert Young 4,934 * 1,688 3,246 *
Susan Young 3,992 * 1,180 2,812 *
* Less than 1%.
(1) Includes shares of common stock not currently owned but which are subject to
options currently exercisable or exercisable within 60 days of July 30, 2001.
The Registration Statement shall also cover any additional shares of
common stock that become issuable in connection with the shares of common stock
registered for sale hereby 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.
PLAN OF DISTRIBUTION
The shares offered hereby may be sold from time to time by the selling
stockholders, the pledgees, donees, transferees or other successors in interest
of the selling stockholders and by certain unnamed non-affiliates of the
company, each of whom holds less than 1,000 shares purchased under our Amended
and Restated 1996 Employee Stock Purchase Plan. Such 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 Reoffer 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 selling stockholders in amounts to be
negotiated immediately prior to the sale. The selling stockholders and any
broker-dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale of shares sold by
them may be deemed to be underwriting discounts and commissions. In addition,
any securities covered by this Reoffer Prospectus that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to the
Reoffer 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 Reoffer
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 Reoffer 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 Reoffer Prospectus
(other than selling commissions).
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.
No broker, dealer or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Reoffer Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by us or any selling stockholder. This Reoffer Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of common stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Reoffer Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the company since
the date hereof or that information contained herein is correct as of any time
subsequent to its date.
KVH Industries, Inc.
98,863 Shares of Common Stock
PROSPECTUS
August 15, 2001
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
No. Description
4.1 Amended and Restated 1996 Incentive and Nonqualified Stock Option Plan
4.2 Amended and Restated 1996 Employee Stock Purchase Plan.
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 (contained on the signature page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, KVH
Industries, Inc. 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 Town of Middletown, Rhode Island, on this 15th day of
August, 2001.
KVH Industries, Inc.
By: /s/ Martin A. Kits van Heyningen
Martin A. Kits van Heyningen
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of KVH Industries, Inc. hereby
severally constitute and appoint Martin A. Kits van Heyningen his true and
lawful attorneys-in-fact and agents with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing which they, or any of them, may deem
necessary or advisable to be done in connection with this registration
statement, as fully 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, or any substitute or substitutes for any or all of them,
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 indicated
capacities as of August 15, 2001.
Signature Title
/s/Martin A. Kits van Heyningen Chief Executive Officer and Director August 15, 2001
Martin A. Kits van Heyningen (Principal Executive Officer)
/s/Richard C. Forsyth. Chief Financial Officer August 15, 2001
Richard C. Forsyth (Principal Accounting
and Financial Officer)
/s/Arent H. Kits van Heyningen Director August 15, 2001
Arent H. Kits van Heyningen
/s/Robert W. B. Kits van Heyningen Director August 15, 2001
Robert W.B. Kits van Heyningen
/s/Mark S. Ain Director August 15, 2001
Mark S. Ain
/s/Stanley K. Honey Director August 15, 2001
Stanley K. Honey
/s/Werner Trattner Director August 15, 2001
Werner Trattner
Director
Charles R. Trimble
EXHIBIT INDEX
Exhibit
No. Description
4.1 Amended and Restated 1996 Incentive and Nonqualified Stock Option Plan
4.2 Amended and Restated 1996 Employee Stock Purchase Plan
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 (contained on the signature page)
Exhibit 5.1
August 15, 2001
KVH Industries, Inc.
110 Enterprise Center
Middletown, RI 02842
Ladies and Gentlemen:
We have acted as counsel for KVH Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the offering by the Company of 1,250,000 shares (the "Shares") of
its common stock, $.01 par value, issuable pursuant to the KVH Industries, Inc.
Amended and Restated 1996 Incentive and Nonqualified Stock Option Plan and
Amended and Restated 1996 Employee Stock Purchase Plan (the "Plans").
In arriving at the opinions expressed below, we have examined and
relied on the following documents:
(i) the Registration Statement;
(ii) copies of the Plans;
(iii) the Certificate of Incorporation of the Company, as amended as of the
date hereof;
(iv) the By-Laws of the Company, as amended as of the date hereof; and
(v) the records of meetings and consents of the Board of Directors and
stockholders of the Company 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 other records,
documents and instruments 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 opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
We express no opinion other than as to the General Corporation Law of
the State of Delaware.
Based upon the foregoing, we are of the opinion that:
1. The Company has the corporate power necessary for the
issuance of the Shares under the Plans, as contemplated by the
Registration Statement.
2. The Shares have been duly authorized and, when issued against
payment of the agreed consideration therefor in accordance
with the respective exercise prices therefor as described in
each of the Plans, will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
Foley, Hoag & Eliot LLP
By /s/Adam Sonnenschein
Adam Sonnenschein, Esq.
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
August 14, 2001
