Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CTC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2731202
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
360 Second Avenue, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip Code)
CTC Communications Corp. 1996 Stock Option Plan
(Full title of Plan)
Robert J. Fabbricatore, Chief Executive Officer
CTC Communications Corp.
360 Second Avenue
Waltham, Massachusetts 02174
(Name and address of agent for service)
(617) 466-8080
(Telephone number, including area code, of agent for service)
With a copy to:
Leonard R. Glass, Esq.
Cole, Schotz, Meisel, Forman & Leonard, P.A.
25 Main Street
Hackensack, New Jersey 07602
C A L C U L A T I O N O F R E G I S T R A T I O N F E E
============================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered (1) Registered Per Security (2) Offering Price(2) Fee
- --------------------------------------------------------------------------------------------
Common Stock, $.01 750,000 shares $6.50 $4,875,000 $1,681.03
par value
Total 750,000 shares $6.50 $4,875,000 $1,681.03
============================================================================================
<FN>
(1) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the operation of the anti-dilution
provisions of the CTC Communications Corp. 1996 Stock Option Plan.
(2) Determined in accordance with Rule 457(h), the registration fee is based on
the average of the high and low prices reported on the Nasdaq National Market on
December 4, 1996.
</FN>
/TABLE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents as filed with the Securities and
Exchange Commission (the "Commission") by CTC Communications
Corp. (the "Company") are hereby incorporated by reference in
this Registration Statement.
a. Annual Report of the Company on Form 10-K for the
fiscal year ended March 31, 1996.
b.1 Quarterly Report of the Company on Form 10-Q for the
quarter ended June 30, 1996.
b.2 Quarterly Report of the Company on Form 10-Q for the
quarter ended September 30, 1996.
c. The description of the Company's Common Stock, $.01 par
value per share, as set forth under the description
"Class 1 Common Stock" in the Company's Registration
Statement on Form S-18 [Reg. No. 2-96419-B] as filed
with the Commission and declared effective on May 13,
1985.
All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the filing of this Registration Statement
and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated herein by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the shares of Common Stock being registered
hereunder has been passed upon for the Company by Cole, Schotz,
Meisel, Forman & Leonard, P.A. Attorneys in such law firm
beneficially own less than one (1%) percent of the issued and
outstanding shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
Article 6(e) of the Restated Articles of Organization of the
Company provides that no director shall be personally liable to
the Company or any stockholder for monetary damages for breach of
fiduciary duty as a director, except for any matter in respect of
which such director shall be liable under Sections 61 and 62 of
Chapter 156B of the Massachusetts General Laws or any amendment
thereto or successor provision thereto or shall be liable by
reason that, in addition to any and all other requirements for
such liability, he (i) shall have breached his duty of loyalty to
the Company or its stockholders, (ii) shall not have acted in
good faith or, in failing to act, shall not have acted in good
faith, (iii) shall have acted in a manner involving intentional
misconduct or a knowing violation of law or, in failing to act,
shall have acted in a manner involving intentional misconduct or
a knowing violation of law or, in failing to act, shall have
acted in a manner involving intentional misconduct or knowing
violation of law, or (iv) shall have derived an improper personal
benefit.
Article IV of the bylaws of the Company provides for the
indemnification of directors and officers of the Company, as well
as others serving at the Company's request in such capacity for
another entity, against all expenses and liabilities reasonably
incurred while serving in such capacity; except that no
indemnification may be afforded in instances where the individual
is adjudged not to have acted in good faith in the reasonable
belief that such action was in the best interests of the Company.
Indemnification may be afforded in connection with the settlement
of an action but only in accordance with a Board resolution and
if the Company has received an opinion of counsel that such
settlement is in the best interest of the Company and that such
individual appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the Company.
The Company is authorized pursuant to Section 67 of Chapter
156B of the Massachusetts General Laws to purchase and maintain
insurance on behalf of directors, officers, employees, and
agents, as well as others serving at the Company's request in
such capacity for another entity, against any liabilities
asserted against such persons whether or not the Company would
have the power to indemnify such directors, officers, employees,
or agents against such liability under the Massachusetts Business
Corporation Law. The Company has purchased such insurance for
its officers and directors.
Item 7. Exemption from Registration Claimed
Not Applicable.
II-2
Item 8. Exhibits
4.1 CTC Communications Corp. 1996 Stock Option Plan.
5. Opinion of Cole, Schotz, Meisel, Forman & Leonard, P.A.,
as to the legality of the shares being registered.
23.1 Consent of Cole, Schotz, Meisel, Forman & Leonard, P.A.
(included in Exhibit 5 to this Registration Statement).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (contained on page II-6 hereof).
9. Undertakings.
(a) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 in such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above 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 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.
II-3
(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.
(b) The undersigned issuer 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
and 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.
(h) 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
provisions described in Item 6 of this Part II, 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, therefor, 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, CTC Communications Corp., 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 City of Waltham,
Commonwealth of Massachusetts, on the 10th day of December, 1996.
CTC Communications Corp.
Registrant
By: /s/ Robert J. Fabbricatore
------------------------------------
Robert J. Fabbricatore, Chairman of
the Board and Chief Executive Officer
II-5
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints Robert J.
Fabbricatore and John D. Pittenger or either of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution, and resubstitution, 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 other 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 requisite or
necessary to be done in and about the premises, 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 their or his substitute or substitutes,
may lawfully do or cause to be done by virtue thereof. This
Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- ---------- ------------------ ---------
/s/ Robert J. Fabbricatore Chairman of the Board December 10, 1996
- -------------------------- and Chief Executive
Robert J. Fabbricatore Officer, Director
/s/ John D. Pittenger Chief Financial Officer December 10, 1996
- ------------------------- and Principal
John D. Pittenger Accounting Officer
/s/ Philip J. Richer
- ------------------------- Director December 10, 1996
Philip J. Richer
/s/ Richard J. Santagati
- ------------------------- Director December 10, 1996
Richard J. Santagati
/s/ J. Richard Murphy
- ------------------------- Director December 10, 1996
J. Richard Murphy
/s/ Henry Hermann
- -------------------------- Director December 10, 1996
Henry Hermann
II-6
EXHIBIT INDEX
Exhibit No. Description
4.1 CTC Communications Corp. 1996 Stock Option Plan.
5. Opinion of Cole, Schotz, Meisel, Forman & Leonard,
P.A. as to the legality of the shares being
registered.
23.1 Consent of Cole, Schotz, Meisel, Forman & Leonard,
P.A. (included in Exhibit 5 to this Registration
Statement).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (contained on page II-6 hereof).