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)
Employee Stock Purchase Plan
(Full title of Plans)
Robert J. Fabbricatore, Chief Executive Officer
CTC Communications Group, Inc.
220 Bear Hill Rd.
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(1)(5) Registered(1)(5) Per Share Offering Price Fee
- ---------------------- ---------------- ---------------- ----------------- -------------
Employee Stock Purchase Plan
Common Stock, $.01
par value (2)(3) 88,000 shares $5.115 $450,120 $113
===================================================================================================
<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. Employee
Stock Purchase Plan.
(2) Pursuant to Rule 416(c), this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the CTC Communications Group, Inc. Employee Stock Purchase
Plan.
(3) 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 17, 2001.
(5) Pursuant to Rule 429, the prospectus related to this registration statement also relates to (a) the
registration statement on Form S-8 (No. 33-44337), which registered an indeterminate number of Plan
interests and 98,042 shares of Common Stock issuable under the Employee Stock Purchase Plan. A filing
fee of $100.00 was paid at the time of filing (December 4, 1991)., and (b) the registration statement on
Form S-8 (No. 333-68767), which registered an indeterminate number of Plan interests and 75,000 shares
of Common Stock issuable under the Employee Stock Purchase Plan. A filing fee of $147.00 was paid at
the time of filing (December 11, 1998).
</FN>
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 December 31, 2000.
b.1 Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 2001.
b.3 Quarterly Report of the Company on Form 10-Q for the
quarter ended June 30, 2001.
b.4 Current Reports of the Company on Form 8-K filed on
May 17, 2001, June 6, 2001, June 27, 2001,
July 6, 2001 and July 11, 2001, July 26, 2001,
August 6, 2001, and August 8, 2001.
c. The description of Holding Company 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.
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 Law Offices of
Leonard R. Glass, P.A. Attorneys in such law firm beneficially own
approximately two (2%) percent of the issued and outstanding shares of
the Company's Common Stock.
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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 22th day of August, 2001.
CTC Communications Group, Inc.
Registrant
By: /s/ Robert J. Fabbricatore
------------------------------------
Robert J. Fabbricatore, Chairman of
the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the CTC
Communications Corp. Employee Stock Purchase Plan 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 August 22, 2001.
CTC Communications Corp., as Agent for the CTC
Communications Corp. Employee Stock Purchase Plan
By: /s/ Robert J. Fabbricatore
-------------------------------------------
Robert J. Fabbricatore, Chairman of Agent
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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 any and 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, hereby ratifying and confirming all that
each of said attorneys-in fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof. 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 August 22, 2001
Robert J. Fabbricatore and Chief Executive
Officer, Director
/s/ John D. Pittenger Principal Financial and August 22, 2001
John D. Pittenger Accounting Officer
/s/ Richard J. Santagati
Richard J. Santagati Director August 22, 2001
/s/ J. Richard Murphy
J. Richard Murphy Director August 22, 2001
/s/ Henry Hermann
Henry Hermann Director August 22, 2001
/s/ Ralph C. Sillari
Ralph C. Sillari Director August 22, 2001
Kevin J. Maroni Director
Mark E. Nunnelly Director
Carl Redfield Director
Katherine D. Courage Director
Ralph S. Troupe Director
/s/ Scott M. Sperling
Scott M. Sperling Director August 22, 2001
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EXHIBIT INDEX
Exhibit No. Description
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4.1 CTC Communications Group, Inc. Employee Stock Purchase 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).
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* Incorporated by reference to Exhibit 4(a) filed as part of
the Registrant's Registration Statement on Form S-8
(File No. 33-44337) effective December 4, 1991.