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)
2000 Flexible Stock Plan
(as amended)
1999 Equity Incentive Plan for Non-Employee Directors
(as amended)
(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
======================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered(1) Registered(1) Per Share Offering Price Fee
- ---------------------- ---------------- ---------------- ----------------- --------------
2000 Flexible Stock Plan
Common Stock, $.01
par value (2) 750,000 shares $1.78 $1,335,000 $122.82
1999 Equity Incentive Plan
for Non-Employee Directors,
Common Stock, $.01 par value (2) 150,000 shares $1.78 $267,000 $24.56
1999 Equity Incentive Plan
for Non-Employee Directors,
Common Stock, $.01
par value (outstanding options)(3) 100,000 shares $1.45 $145,000 $13.34
Total 1,000,000 shares $1,747,000 $160.72
===================================================================================================
<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 and the CTC Communications Group, Inc. 1999 Equity Incentive Plan for Non-Employee
Directors.
(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 May 28, 2002.
(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 $1.45 as to the 100,000 outstanding but unexercised options to purchase Common Stock under the
1999 Equity Incentive Plan for Non-Employee Directors.
</FN>
This Registration Statement relates to (i) an amendment to the 2000 Flexible
Stock Plan of CTC Communications Group, Inc. to increase the number of shares
of common stock available for issuance thereunder by 750,000 from 4,500,000
shares to 5,250,000 shares, and (ii) an amendment to the 1999 Equity Incentive
Plan, of CTC Communications Group, Inc. to increase the number of shares of
common stock available for issuance thereunder by 250,000 from 300,000 to
550,000. The contents of the registration statement on Form S-8 with respect
to the 2000 Flexible Stock Plan of CTC Communications Group, Inc.,
Registration No. 333-44002, filed with the Securities and Exchange Commission
(the "Commission") on August 17, 2000; and the contents of the registration
statement on Form S-8 with respect to the 1999 Equity Incentive Plan for Non-
Employee Directors, Registration No. 333-93735, filed with the Commission on
December 29, 1999, are hereby incorporated by reference pursuant to General
Instruction E for registration statements on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Not required to be filed with this Registration Statement pursuant to General
Instruction E for registration statements on Form S-8.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not required to be filed with this Registration Statement pursuant to General
Instruction E for registration statements on Form S-8.
Item 6. Indemnification of Directors and Officers.
Not required to be filed with this Registration Statement pursuant to General
Instruction E for registration statements on Form S-8.
Item 7. Exemption from Registration Claimed
Not Applicable.
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.
Not required to be filed with this Registration Statement pursuant to General
Instruction E for registration statements on Form S-8.
II-2
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 June 3, 2002.
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, this
Registration Statement has been signed by the following persons
in the capacities indicated on the 3rd day of June, 2002.
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
*
Katherine D. Courage Director
*
Henry Hermann Director
*
Kevin J. Maroni Director
*
J. Richard Murphy Director
*
Mark E. Nunnelly Director
*
Carl Redfield Director
*
Richard J. Santagati Director
*
Ralph C. Sillari Director
*
Scott M. Sperling Director
*
Ralph S. Troupe Director
* By /s/ Robert J. Fabbricatore
- --------------------------------
Robert J. Fabbricatore
Attorney-in-Fact
II-3
EXHIBIT INDEX
Exhibit No. Description
- ---------- -------------------------------------------------------------
4.1 CTC Communications Group, Inc. 2000 Flexible Stock Plan.*
4.2 CTC Communications Group, Inc. 1999 Equity Incentive Plan**
for Non-Employee Directors.
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 Powers of Attorney.+
- -------
+ Filed electronically herewith.
* Incorporated by reference to Exhibit 4.1 filed as part of
the Registrant's Registration Statement on Form S-8
(File No. 333-44002) effective August 17, 2000.
** Incorporated by reference to Exhibit 4.1 filed as part of
the Registrant's Registration Statement on Form S-8
(File No. 333-93735) effective December 29, 1999.