1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRAN CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2729372 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 50 HALL ROAD, STURBRIDGE, MASSACHUSETTS 01566 (Address of Principal Executive Offices) (Zip code) 1991 INCENTIVE STOCK OPTION PLAN (Full Title of Plan) CHARLES B. HARRISON SPECTRAN INDUSTRIAL PARK 50 HALL ROAD STURBRIDGE, MASSACHUSETTS 01566 (Name and Address of agent for service) 508-347-2261 (Telephone number, including area code, or agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Amount of Title of securities to be offering price aggregate registration to be registered registered per unit (1) offering price fee ---------------- ---------- ------------ -------------- ------------ Common Stock, 830,000 $5.281 $4,383,230 $1,293.05 par value $.10 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based on the average high and low prices of the Company's Common Stock as reported on the National Association of Securities Dealers Automated Quotation System on August 4, 1998. 2 This Registration Statement is being filed pursuant to General Instruction E of Form S-8 to register additional shares of SpecTran Corporation Common Stock in connection with its 1991 Stock Option Plan. Pursuant thereto, the Registrant's Registration Statement on Form S-8 filed March 23, 1992, SEC File No. 33-46581, is hereby incorporated by reference. ITEM 8. EXHIBITS Exhibit Sequential Page Number Number - -------------------------------------------------------------------------------- 4 - SpecTran Corporation 1991 Incentive Stock Option Plan, as filed as Exhibit 4(b) to the Registrant's Registration Statement on Form S-8 filed March 23, 1992 (SEC File No. 33-46581) is incorporated herein by reference. 5 - Opinion of Nordlicht & Hand, counsel for the Company. 23(a) - Consent of KPMG Peat Marwick. 23(b) - Consent of Nordlicht & Hand, contained in opinion of counsel filed as Exhibit 5. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that he 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 Sturbridge, State of Massachusetts on July 29, 1998. SPECTRAN CORPORATION (Registrant) By: /s/ Charles B. Harrison -------------------------------------- Charles B. Harrison, President and Chief Executive Officer 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. Name Title Date - ---- ----- ---- /s/ Charles B. Harrison July 29, 1998 - ------------------------------- Charles B. Harrison President, Chief Executive Officer, and Director (Principal Executive Officer) /s/ Raymond E. Jaeger July 29, 1998 - ------------------------------- Dr. Raymond E. Jaeger Chairman of the Board of Directors /s/ Bruce A. Cannon July 29, 1998 - ------------------------------- Bruce A. Cannon Chief Financial Officer, Senior Vice President, Secretary, Treasurer, and Director(Principal Financial Officer) /s/ John E. Chapman July 29, 1998 - ------------------------------- John E. Chapman Senior Vice President and Director /s/ Paul D. Lazay July 29, 1998 - ------------------------------- Paul D. Lazay Director 3 4 July 29, 1998 - ------------------------------- Ira S. Nordlicht Director /s/ Richard M. Donofrio July 29, 1998 - ------------------------------- Richard M. Donofio Director /s/ Lily K. Lai July 29, 1998 - ------------------------------- Dr. Lily K. Lai Director /s/ Robert A. Schmitz July 29, 1998 - ------------------------------- Robert A. Schmitz Director 4 5 EXHIBIT INDEX ------------- 4 - SpecTran Corporation 1991 Incentive Stock Option Plan, as filed as Exhibit 4(b) to the Registrant's Registration Statement on Form S-8 filed March 23, 1992 (SEC File No. 33-46581) is incorporated herein by reference. 5 - Opinion of Nordlicht & Hand, counsel for the Company. 23(a) - Consent of KPMG Peat Marwick. 23(b) - Consent of Nordlicht & Hand, contained in opinion of counsel filed as Exhibit 5.