UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the nine month transition period ended December 31, 2000
Commission File Number 0-27505.
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)
(781) 466-8080
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
IV of this Form 10-K or any amendment to this Form 10-K. [X]
Based on the closing sale price on March 22, 2001, the aggregate
market value of the voting stock held by non-affiliates of the
Registrant was approximately $115,592,655.
At March 22, 2001, 26,735,384 shares of the Registrant's Common
Stock were outstanding.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(3) Exhibits:
The following Exhibits are either filed herewith or have
heretofore been filed with the Securities and Exchange Commission
and are referred to and incorporated herein by reference to such
filings.
Exhibit No. Title
- ------------ -----
3.1 Restated Articles of Incorporation (11)
3.2 Certificate of Designation for Series B Convertible
Preferred Stock (5)
3.3 Amended and Restated By-Laws (4)
4.1 Form of Common Stock Certificate (3)
10.1 1996 Stock Option Plan, as amended (1)
10.2 1993 Stock Option Plan (3)
10.3 Employee Stock Purchase Plan (2)
10.4 Lease for premises at 360 Second Ave., Waltham, MA (3)
10.5 Sublease for premises at 360 Second Ave., Waltham, MA (3)
10.6 Lease for premises at 110 Hartwell Ave., Lexington, MA (3)
10.7 Lease for premises at 120 Broadway, New York, NY (3)
10.8 Agreement dated February 1, 1996 between NYNEX and CTC Communications
Corp. (3)
10.9 Agreement dated May 1, 1997 between Pacific Bell and CTC
Communications Corp. (3)
10.10 Agreement dated January 1, 1996 between SNET America, Inc. and CTC
Communications Corp. (3)
10.11 Agreement dated June 23, 1995 between IXC Long Distance Inc. and CTC
Communications Corp., as amended (3)
10.12 Agreement dated August 19, 1996 between Innovative Telecom Corp. and
CTC Communications Corp. (3)
10.13 Agreement dated October 20, 1994 between Frontier Communications
10.14 Agreement dated January 21, 1997 between Intermedia Communications
Inc. and CTC Communications Corp. (3)
10.16 Securities Purchase Agreement dated April 10, 1998 among CTC
Communications Corp. and the Purchasers named therein (4)
10.17 Registration Rights Agreement dated April 10, 1998 among CTC
Communications Corp. and the Holders named therein (4)
10.18 Form of Warrant dated April 10, 1998 (4)
10.19 Loan and Security Agreement dated as of September 1, 1998 by and
between CTC Communications Corp., Goldman Sachs Credit Partners L.P.
and Fleet National Bank (6)
10.20 Agreement with Cisco Systems Capital Corp. dated as of October 14, 1998 (7)
10.21 Warrant dated July 15, 1998 issued to Spectrum (8)
10.22 Lease for premises at 220 Bear Hill Rd., Waltham, MA (8)
10.23 Warrant dated September 1, 1998 issued to Goldman Sachs & Co. (8)
10.24 Warrant dated September 1, 1998 issued to Fleet National Bank (8)
10.25 1998 Incentive Plan, as amended (1)
10.26 Loan Agreement dated as of March 15, 1999 by and between CTC
Communications Corp, TD Dominion (Texas), Inc. & TD Securities(USA), Inc.(9)
10.27 Warrant dated March 24, 1999 issued to Toronto Dominion (Texas), Inc. (9)
10.28 1999 Equity Incentive Plan for Non-Employee Directors (1)
10.29 Series B Preferred Stock Purchase Agreement dated as of March 22, 2000. (5)
10.30 Series B Preferred Stock Registration Rights Agreement
dated as of March 22, 2000. (5)
10.31 Amendment No. 1 to Loan and Security Agreement dated as of
September 30, 1999 among CTC Communications Corp., Fleet
National Bank and Goldman Sachs Credit Partners L.P. (12)
10.32** Dark Fiber IRU Agreement between Williams Communications, Inc.
and CTC Communications Corp. dated as of March 31, 2000 (13)
10.33** Carrier Services Agreement between Williams Communications, Inc.
and CTC Communications Corp. dated as of March 31, 2000 (13)
10.34 $225 Million Credit Agreement with TD Securities (USA) Inc. and
the other parties to the agreement dated as of March 30, 2000 (14)
10.35 Lease for premises at 115-125 Bear Hill Rd., Waltham MA 02451(14)
10.36 2000 Flexible Stock Plan (13)
10.37 Second Amendment to Credit Agreement with TD Securities (USA) Inc. and
the other parties to the Agreement dated as of November 14, 2000 (++)
23 Consent of Ernst & Young LLP (15)
27 Financial Data Schedule (15)
99 Risk Factors (15)
<FN>
- ------------------
++ Filed herewith.
(1) Incorporated by reference to an Exhibit filed as part of the
Registrant's Registration Statement on Form S-8 (File No. 333-93735).
(2) Incorporated by reference to an Exhibit filed as part of the
Registrant's Registration Statement on Form S-8 (File No. 33-44337).
(3) Incorporated by reference to an Exhibit filed as part of the
Registrant's Annual Report on Form 10-K for the Fiscal Year Ended
March 31, 1997.
(4) Incorporated by reference to an Exhibit filed as part of the
Registrant's Current Report on Form 8-K dated May 15, 1998.
(5) Incorporated by reference to an Exhibit filed as part of the
Registrant's Current Report on Form 8-K dated April 19, 2000.
(6) Incorporated by reference to an Exhibit filed as part of the
Registrant's Current Report on Form 8-K dated October 2, 1998.
(7) Incorporated by reference to an Exhibit filed as part of the
Registrant's Current Report on Form 8-K dated November 6, 1998.
(8) Incorporated by reference to an Exhibit filed as part of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.
(9) Incorporated by reference to an Exhibit filed as part of the
Registrant's Registration Statement on Form S-1 (File No. 333-77709).
(10) Incorporated by reference to an Appendix filed as part of the
Registrant's Schedule 14A (Amendment No. 2) filed on June 4, 1999.
(11) Incorporated by reference to an Exhibit filed as part of the
Registrant's Current Report on Form 8-K dated October 1, 1999.
(12) Incorporated by reference to an Exhibit filed as part of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
(13) Incorporated by reference to an Exhibit filed as part of the
Registrant's Registration Statement on Form S-8 (File No. 333-44402).
(14) Incorporated by reference to an Exhibit filed as part of the
Registrant's Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 2000.
(15) Filed previously.
** PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
</FN>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED ON THIS 12th DAY
OF APRIL, 2001.1
CTC Communications Group, Inc.
By: /s/ Robert J. Fabbricatore
----------------------------------------
Robert J. Fabbricatore,
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert J. Fabbricatore Chairman of the Board April 12, 2001
- ---------------------------- and Chief Executive
Robert J. Fabbricatore Officer, Director
/s/ John D. Pittenger Chief Financial Officer April 12, 2001
- ---------------------------- and Chief Accounting
John D. Pittenger Officer
Katherine D. Courage Director
/s/ Henry Hermann Director April 12, 2001
- ----------------------------
Henry Hermann
Kevin J. Maroni Director
/s/ J. Richard Murphy Director April 12, 2001
- ----------------------------
J. Richard Murphy
/s/ Mark E. Nunnelly Director April 12, 2001
- ----------------------------
Mark E. Nunnelly
Carl Redfield Director
/s/ Richard J. Santagati Director April 12, 2001
- ----------------------------
Richard J. Santagati
/s/ Ralph C. Sillari Director April 12, 2001
- ----------------------------
Ralph C. Sillari
Scott M. Sperling Director
/s/ Ralph S. Troupe Director April 12, 2001
- ----------------------------
Ralph S. Troupe