Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CTC COMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3469590
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
220 Bear Hill Rd., Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
CTC Communications Group, Inc. 2000 Flexible Stock Plan
(Full title of Plans)
Robert J. Fabbricatore, Chief Executive Officer
CTC Communications Group, Inc.
220 Bear Hill Road
Waltham, Massachusetts 02451
(Name and address of agent for service)
(781) 466-8080
(Telephone number, including area code, of agent for service)
With a copy to:
Leonard R. Glass, Esq.
Law Offices of Leonard R. Glass, P.A.
45 Central Avenue
Tenafly, New Jersey 07670
(201) 894-9300
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
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2)(3) Offering Price Fee
- --------------------- ---------------- ---------------- ----------------- --------------
2000 Flexible Stock Plan
Common Stock, $.01 par value(2) 3,933,100 shares $18.00 $70,795,800 $18,690
Common Stock, $.01 par value
(outstanding options)(3) 566,900 shares $26.34 $14,932,146 $ 3,942
Total 4,500,000 shares $85,727,946 $22,632
===================================================================================================
<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 Group, Inc. 2000 Flexible Stock Plan.
(2) The Proposed Maximum Offering Price Per Share for the purpose of calculating the
registration fee has been determined in accordance with Rule 457(c) and is based on the
average of the high and low prices reported on the Nasdaq National Market on August 16, 2000.
(3) The Proposed Maximum Offering Price Per Share for the purpose of calculating the
registration fee has been determined in accordance with Rule 457(h) and is based upon the
weighted average exercise price per share of approximately $26.34 as to the 566,900
outstanding but unexercised options to purchase Common Stock under the 2000 Flexible Stock
Plan.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
(A) The following documents as filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are hereby incorporated by
reference in this Registration Statement.
(1) The description of Common Stock, $.01 par
value per share, included in the Registration Statement on
Form S-4 [Reg. No. 333-84157] as filed with the Commission
on August 2, 1999, including any amendment or report filed for
the purposes of updating such description.
(2) Annual Report on Form 10-K for the year ended March 31, 2000.
(2) Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000
(3) Current Reports on Form 8-K filed on July 12, 2000, July 18, 2000,
July 31, 2000 and August 3, 2000.
All documents subsequently filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 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 Law Offices of
Leonard R. Glass, P.A. Leonard R. Glass, Esq., a member of the firm,
is a stockholder of CTC Communications Group, Inc.
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Item 6. Indemnification of Directors and Officers.
Article Sixth of the Restated Certificate of Incorporation of CTC
Communications Group, Inc. (the "Registrant") provides with respect to
the indemnification of directors and officers that the Registrant shall
indemnify to the fullest extent permitted by Sections 102(b)(7) and 145
of the Delaware General Corporation Law, as amended from time to time,
each person that such Sections grant the Registrant the power to
indemnify. Article Seventh of the Certificate of Incorporation of the
Registrant also provides that no director shall be liable to the
corporation or any of its stockholders for monetary damages for breach
of fiduciary duty as a director, except with respect to (1) a breach of
the director's duty of loyalty to the corporation or its stockholders,
(2) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) liability under Section
174 of the Delaware General Corporation Law or (4) a transaction from
which the director derived an improper personal benefit, it being the
intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the
fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law, as amended from time to time.
Article IV of the bylaws of the Registrant provides for the
indemnification of directors and officers of the Registrant, as well
as others serving at the Registrant'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 Registrant.
Indemnification may be afforded in connection with the settlement
of an action but only in accordance with a Board resolution and
if the Registrant has received an opinion of counsel that such
settlement is in the best interest of the Registrant 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 Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).
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 this Registration
Statement (or the most recent post-effective amendment
thereto) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement (or the most recent post-effective
amendment thereto).
(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 shall not apply if 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 this Registration Statement.
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, CTC Communications Group, Inc., 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 17th day of August, 2000.
CTC Communications Group, Inc.
Registrant
By: /s/ Robert J. Fabbricatore
------------------------------------
Robert J. Fabbricatore, Chairman of
the Board and Chief Executive Officer
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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, jointly and severally, his attorneys-in-fact, each with full
power of substitution, and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Form S-8 Registration
Statement of CTC Communications Group, Inc., relating to the Company's
2000 Flexible Stock Plan and any or all amendments (including post-
effective amendments) to this Registration Statement on Form S-8, and to
file the same, with 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 and necessary to
be done in connection therewith, as fully to all intents and purposes as
such person 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 or her substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 17th day of August, 2000.
Signature Title
- -------------------------- ------------------
/s/ Robert J. Fabbricatore Chairman of the Board
Robert J. Fabbricatore and Chief Executive
Officer, Director
/s/ John D. Pittenger Principal Financial and
John D. Pittenger Accounting Officer
/s/ Richard J. Santagati
Richard J. Santagati Director
/s/ J. Richard Murphy
J. Richard Murphy Director
/s/ Henry Hermann
Henry Hermann Director
/s/ Ralph C. Sillari
Ralph C. Sillari Director
/s/ Kevin J. Maroni
Kevin J. Maroni Director
/s/ Scott M. Sperling
Scott M. Sperling Director
/s/ Ralph S. Troupe
Ralph S. Troupe Director
Carl Redfield Director
Mark E. Nunnelly Director
Katherine D. Courage Director
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EXHIBIT INDEX
Exhibit No. Description
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4.1 CTC Communications 2000 Flexible Stock Plan
5 Opinion of Law Offices of Leonard R. Glass, P.A.
as to the legality of the shares being
registered.
23.1 Consent of Law Offices of Leonard R. Glass, P.A.,
(contained in Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (contained on page II-6 hereof).