Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CTC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2731202
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
360 Second Avenue, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip Code)
CTC Communications Corp. 1998 Incentive Plan
CTC Communications Corp. 1996 Stock Option Plan
CTC Communications Corp. Employee Stock Purchase Plan
(Full title of Plans)
Robert J. Fabbricatore, Chief Executive Officer
CTC Communications Corp.
360 Second Avenue
Waltham, Massachusetts 02154
(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
- ---------------------- ---------------- ---------------- ----------------- --------------
1998 Incentive Plan
Common Stock, $.01
par value (4) 1,500,000 shares $7.047 $10,570,500 $2,939
1996 Stock Option Plan
Common Stock, $.01
par value (outstanding options)(3) 1,000,000 shares $7.19 $ 7,190,000 $1,999
Employee Stock Purchase Plan
Common Stock, $.01
par value (2)(4) 75,000 shares $7.047 $ 528,525 $ 147
Total 2,575,000 shares $18,289,025 $5,085
===================================================================================================
<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 Corp. 1998 Incentive
Plan, the CTC Communications Corp. 1996 Stock Option Plan and the CTC Communications Corp. 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 Corp. 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(h) and is based upon the weighted average exercise price per
share of approximately $7.19 as to the 1,000,000 outstanding but unexercised options to purchase Common
Stock under the 1996 Stock Option Plan.
(4) 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 December 7, 1998.
(5) Pursuant to Rule 429, the prospectus related to this registration statement also relates to (a) the
registration statement on Form S-8 (No. 333-17613), which registered 750,000 shares of Common Stock to be
issued upon the exercise of options to be granted under the 1996 Stock Option Plan. A filing fee of
$1,601.03 was paid at that the time of filing (December 11, 1996); and (b) 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).
</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 March 31, 1998.
b.1 Quarterly Report of the Company on Form 10-Q for the
quarter ended June 30, 1998.
b.2 Amendment No. 1 to the Quarterly Report of the Company
on Form 10-Q/A for the quarter ended June 30, 1998.
b.3 Quarterly Report of the Company on Form 10-Q for the
quarter ended September 30, 1998.
b.4 Current Reports of the Company on Form 8-K (a) filed on
May 15, 1998 (b) filed on June 3, 1998 (c) filed on
August 4, 1998 (d) filed on October 2, 1998 and
(e) filed on November 6, 1998.
c. The description of the Company's Common Stock, $.01 par
value per share, as set forth under the description
"Class 1 Common Stock" in the Company's Registration
Statement on Form S-18 [Reg. No. 2-96419-B] as filed
with the Commission and declared effective on May 13,
1985.
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 6(e) of the Restated Articles of Organization of the
Company provides that no director shall be personally liable to
the Company or any stockholder for monetary damages for breach of
fiduciary duty as a director, except for any matter in respect of
which such director shall be liable under Sections 61 and 62 of
Chapter 156B of the Massachusetts General Laws or any amendment
thereto or successor provision thereto or shall be liable by
reason that, in addition to any and all other requirements for
such liability, he (i) shall have breached his duty of loyalty to
the Company or its stockholders, (ii) shall not have acted in
good faith or, in failing to act, shall not have acted in good
faith, (iii) shall have acted in a manner involving intentional
misconduct or a knowing violation of law or, in failing to act,
shall have acted in a manner involving intentional misconduct or
a knowing violation of law or, in failing to act, shall have
acted in a manner involving intentional misconduct or knowing
violation of law, or (iv) shall have derived an improper personal
benefit.
Article IV of the bylaws of the Company provides for the
indemnification of directors and officers of the Company, as well
as others serving at the Company'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 Company.
Indemnification may be afforded in connection with the settlement
of an action but only in accordance with a Board resolution and
if the Company has received an opinion of counsel that such
settlement is in the best interest of the Company 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 Company.
The Company is authorized pursuant to Section 67 of Chapter
156B of the Massachusetts General Laws to purchase and maintain
insurance on behalf of directors, officers, employees, and
agents, as well as others serving at the Company's request in
such capacity for another entity, against any liabilities
asserted against such persons whether or not the Company would
have the power to indemnify such directors, officers, employees,
or agents against such liability under the Massachusetts Business
Corporation Law. The Company has purchased such insurance for
its officers and directors.
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 Corp., 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 11th day of December, 1998.
CTC Communications Corp.
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
December 11, 1998.
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, Steven C Jones 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 December 11, 1998
Robert J. Fabbricatore and Chief Executive
Officer, Director
/s/ Steven C. Jones Principal Financial December 11, 1998
Steven C. Jones Officer
/s/ John D. Pittenger Principal Accounting December 11, 1998
John D. Pittenger Officer
/s/ Richard J. Santagati
Richard J. Santagati Director December 11, 1998
/s/ J. Richard Murphy
J. Richard Murphy Director December 11, 1998
/s/ Henry Hermann
Henry Hermann Director December 11, 1998
/s/ Ralph C. Sillari
Ralph C. Sillari Director December 11, 1998
/s/ Kevin J. Maroni
Kevin J. Maroni Director December 11, 1998
/s/ Robert A. Nicholson
Robert A. Nicholson Director December 11, 1998
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EXHIBIT INDEX
Exhibit No. Description
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4.1 CTC Communications Corp. 1998 Incentive Plan.
4.2 CTC Communications Corp. 1996 Stock Option Plan, as amended.
4.3* CTC Communications Corp. 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.