As filed with Securities and Exchange Commission on January 29, 2003
Registration No. __________
UNITED STATES
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 06824
(Address of Principal (Zip Code)
Executive Offices)
1997 EMPLOYEES' STOCK OPTION PLAN AS AMENDED JANUARY 24, 2003
and
2000 DIRECTORS STOCK OPTION PLAN AS AMENDED JANUARY 24, 2003
(Full title of the plans)
Frank R McPike, Jr.
Executive Vice President and
Chief Financial Officer
Competitive Technologies, Inc.
1960 Bronson Road
Fairfield, CT 06824
_____________________________________________________________
(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
Title of
each class Proposed Proposed
of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Common Stock 150,000 $ 2.41 (3) $361,500 (3) $ 34.00
($.01 par shares (1)
value)
Common Stock 150,000 $ 2.41 (3) $361,500 (3) $ 34.00
($.01 par shares (2)
value)
Total $ 68.00
(1) Pursuant to 1997 Employees' Stock Option Plan as amended January
24, 2003
(2) Pursuant to 2000 Directors Stock Option Plan as amended January 24,
2003
(3) 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 January 24, 2003. 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 statements on Form S-8, for the 1997 Employees' Stock
Option Plan on File No. 333-49095, File No. 333-58612 and File No. 333-
81456, and for the 2000 Directors Stock Option Plan on File No. 333-
95763.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (f) 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, 2002.
(b) The registrant's amendment number 1 to its annual report on Form
10-K/A for the fiscal year ended July 31, 2002.
(c) The registrant's quarterly report on Form 10-Q for the quarter
ended October 31, 2002.
(d) The registrant's report on Form 8-K filed August 6, 2002 (date of
earliest event reported July 16, 2002) under Item 5 and Item 7 to
report its sale of all its interests related to E. L. Specialists,
Inc. to MRM Acquisitions, LLC for $200,000.
(e) The registrant's report on Form 8-K filed August 16, 2002 under
Item 5 and Item 7 to report the August 13, 2002 opinion of the U. S.
District judge for the District of Colorado awarding approximately
$54 million plus interest from January 1, 2002, to the plaintiffs
in the MaternaTM patent infringement litigation.
(f) The description of the registrant's Common Stock 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
15,015 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 January 29, 2003.
COMPETITIVE TECHNOLOGIES, INC.
(Registrant)
By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
Executive Vice President,
Chief Financial Officer and
Authorized Signer
Each person whose signature appears below appoints John B. Nano
and 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 January 29, 2003.
Name Title
s/ Richard E. Carver Director and Chairman of
(Richard E. Carver) the Board
s/ George W. Dunbar, Jr. Director
(George W. Dunbar, Jr.)
s/ Samuel M. Fodale Director
(Samuel M. Fodale)
s/ John B. Nano President, Chief Executive
(John B. Nano) Officer and Director
s/ Charles J. Philippin Director
(Charles J. Philippin)
s/ John M. Sabin Director
(John M. Sabin)
s/ Frank R. McPike, Jr. Executive Vice President
(Frank R. McPike, Jr.)
and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
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. 8-17
4.3 1997 Employees' Stock Option Plan
as amended January 24, 2003. 18-31
4.4 2000 Directors Stock Option Plan
as amended January 24, 2003. 32-39
5.1 Opinion of D'Ancona & Pflaum LLC. 40
23.1 Consent of PricewaterhouseCoopers LLP. 41
23.2 Consent of D'Ancona & Pflaum LLC
(included in Exhibit 5.1).
24.1 Power of Attorney (included in signature
section of this registration statement).