As filed with Securities and Exchange Commission on
December 24, 1996
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
1960 Bronson Road
P.O. Box 340, Fairfield, CT 06430
(Address of Principal Executive Offices) (Zip Code)
1996 DIRECTORS' STOCK PARTICIPATION PLAN
(Full title of the Plan)
FRANK R. McPIKE, JR.
Vice President, Finance
Competitive Technologies, Inc.
1960 Bronson Road, P.O. Box 340,
Fairfield, CT 06430
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (203) 255-6044
Copy to:
Allan J. Reich
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, IL 60602
Telephone: (312) 580-2111
[FACING PAGE CONTINUED ON NEXT PAGE]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
securities Amount offering aggregate regis-
to be to be price per offering tration
registered registered share price fee
Common Stock 100,000 shares $9.625 (1) $962,500 (1) $291.66
($.01 par
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 December 19,
1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) 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, 1996.
(b) The registrant's quarterly report on Form 10-Q for the
quarter ended October 31, 1996.
(c) The registrant's current report on Form 8-K dated November
8, 1996.
(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. Interest of Named Experts and Counsel.
Not applicable.
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 to the extent permitted
by the provisions of the Delaware statute in its charter and by-laws.
In addition, the registrant has entered into indemnity agreements with
its directors which provide (among other things) for indemnification
and advancement of expenses, and has created an escrow fund for the
indemnity of directors. 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,
represents 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 the
purposes of determining any liability under 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
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 24th day of December, 1996.
COMPETITIVE TECHNOLOGIES, INC.
(Registrant)
By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
Vice President, Finance
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the 24th day of December, 1996.
Name Title
GEORGE M. STADLER* President and Director
(George M. Stadler) (Principal Executive
Officer)
S/ Frank R. McPike, Jr. Vice President, Finance
(Frank R. McPike, Jr.) Secretary, Treasurer and
Director (Principal
Financial and Accounting
Officer)
MICHAEL G. BOLTON* Director
(Michael G. Bolton)
BRUCE E. LANGTON* Director
(Bruce E. Langton)
H.S. LEAHEY* Director
(H.S. Leahey)
HARRY VAN BENSCHOTEN* Director
(Harry Van Benschoten)
*By: S/Frank R. McPike, Jr.
Frank R. McPike, Jr.,
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Unofficial restated certificate of
incorporation of the registrant,
as amended, filed as Exhibit 3.1
to registrant's Form 10-K for the
fiscal year ended July 31, 1995
and hereby incorporated by
reference.
4.2 By-laws of the registrant, as amended,
filed as Exhibit 3.2 to the registrant's
Form 10-Q for the quarter ended
October 31, 1995 and hereby incorporated
by reference.
4.3 1996 Directors' Stock Participation Plan.
5.1 Opinion of D'Ancona & Pflaum.
23.1 Consent of Coopers & Lybrand.
24.1 Power of Attorney.