As filed with Securities and Exchange Commission on April 10, 2001
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMPETITIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2664428
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1960 Bronson Road
Fairfield, CT 06430
(Address of Principal (Zip Code)
Executive Offices)
1997 EMPLOYEES' STOCK OPTION PLAN AS AMENDED JANUARY 19, 2001
(Full title of the plan)
FRANK R. McPIKE, JR.
President
Competitive Technologies, Inc.
1960 Bronson Road
Fairfield, CT 06430
(Name and address of agent for service)
(203) 255-6044
(Telephone number, including area code, of agent
for service)
Copy to:
Allan J. Reich
D'Ancona & Pflaum LLC
111 East Wacker Drive, (Suite 2800)
Chicago, IL 60601
Telephone: (312) 602-2111
[FACING PAGE CONTINUED ON NEXT PAGE]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Common Stock 300,000 $ 7.475(1) $2,242,500(1) $561.00
($.01 par shares
value)
(1) Estimated solely for the purpose of computing the registration
fee, based on the average of the high and low prices of the
registrant's Common Stock on the American Stock Exchange as
reported in the consolidated reporting system on April 3, 2001.
Rule 457(h)(1) and (c).
_________________________
EXPLANATORY NOTE
The prospectus which will be part of this registration statement
is a combined prospectus under SEC Rule 429 intended to be used for
the offering of (i) the shares of registrant's Common Stock
registered hereunder, and (ii) the shares of registrant's Common
Stock remaining to be issued which have been previously registered by
registrant's registration statement on Form S-8, File No. 333-49095.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (d) below are incorporated
by reference in this registration statement; and all documents
subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this registration statement and to be a part thereof
from the date of filing of such documents:
(a) The registrant's annual report on Form 10-K for the
fiscal year ended July 31, 2000.
(b) The registrant's quarterly reports on Form 10-Q for
the quarters ended October 31, 2000 and January 31, 2001.
(c) The registrant's current report on Form 8-K dated
December 21, 2000.
(d) The description of the registrant's Common Stock which
is contained in the registration statement on Form 8-A
filed on April 2, 1984, File No. 1-8696, including any
amendments or reports filed for the purpose of updating
such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Members of the firm of D'Ancona & Pflaum LLC own an aggregate of
13,015 shares of the registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its directors
and officers (including reimbursement for expenses incurred). The
registrant has provided for indemnification in its charter and by-
laws to the extent permitted by the provisions of the Delaware
statute. The registrant also maintains directors and officers'
liability insurance (subject to certain exclusions and limitations)
against certain liabilities, including certain liabilities under the
Securities Act of 1933. See Item 9, "Undertakings."
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index immediately preceding exhibits.
Item 9. Undertakings.
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;
(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 (1)(i) and
1(ii) do not apply if the registration statement is on Form
S-3 or Form S-8 and 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
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the 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.
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 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.
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 foregoing
provisions, 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
The Registrant. 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 Town of
Fairfield, State of Connecticut, on this 10th day of April 2001.
COMPETITIVE TECHNOLOGIES, INC.
(Registrant)
By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
President, Chief Executive
Officer, Chief Financial Officer,
Director and Authorized Signer
Each person whose signature appears below appoints Frank R.
McPike, Jr. as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
stead, in any capacities to sign this Registration Statement on Form
S-8 and any and all amendments, including post-effective amendments
to this Registration Statement and to file the same, with all
exhibits thereto and all other documents in connection herewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute 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 capacities indicated on the 10th day of April 2001.
Name Title
s/ Frank R. McPike, Jr. President, Chief Executive
(Frank R. McPike, Jr.) Officer, Chief Financial
Officer and Director
(Principal Financial and
Accounting Officer)
s/ George C.J. Bigar Director
(George C.J. Bigar)
s/ Richard E. Carver Director
(Richard E. Carver)
_________________________________ Director
(George W. Dunbar, Jr.)
s/ Samuel M. Fodale Director
(Samuel M. Fodale)
s/ Charles J. Philippin Director
(Charles J. Philippin)
_________________________________ Director
(John M. Sabin)
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Unofficial restated certificate of
incorporation of the registrant as
amended to date, filed as Exhibit 4.1
to the registrant's Registration
Statement on Form S-8, File Number
333-49095 and hereby incorporated
by reference.
4.2 By-laws of the registrant as amended
to date, filed as Exhibit 3.1 to the
registrant's Form 10-Q for the quarter
ended October 31, 1997 and hereby
incorporated by reference.
4.3 1997 Employees' Stock Option Plan
as amended January 19, 2001,
filed as Exhibit 10.1 to the
registrant's Form 10-Q for the
quarter ended January 31, 2001 and
hereby incorporated by reference.
5.1 Opinion of D'Ancona & Pflaum LLC. 8-9
23.1 Consent of PricewaterhouseCoopers LLP. 10
24.1 Power of Attorney (included in signature
section of this registration statement).