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.
AS SUCCESSOR TO CTC COMMUNICATIONS CORP.
(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)
1999 Equity Incentive Plan for Non-Employee Directors
1998 Incentive Plan
1993 Stock Option 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(1)(5) Registered(1)(5) Per Share Offering Price Fee
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1999 Equity Incentive Plan for
Non-Employee Directors
Common Stock, $.01 par value (2) 200,000 shares $33.625 $ 6,725,000 $1,775
1998 Incentive Plan
Common Stock, $.01
par value (2) 750,000 shares $33.625 $25,218,750 $6,658
1993 Stock Option Plan
Common Stock, $.01
par value (outstanding options)(3) 762,044 shares $ 7.19 $ 5,479,097 $1,447
Total 1,712,044 shares $37,422,847 $9,880
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<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 1999 Equity Incentive Plan for Non-Employee Directors, the CTC Communications
1998 Incentive Plan and the CTC Communications 1993 Stock Option 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 December 23,
1999.
(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 762,044
outstanding but unexercised options to purchase Common Stock under the 1993 Stock Option
Plan.
(5) Pursuant to Rule 429, the prospectus related to this registration statement also relates
to (a) the registration statement on Form S-8 (No. 333-68767), which registered 1,500,000
shares of Common Stock to be issued upon the exercise of options to be granted under the 1998
Incentive Plan. A filing fee of $2,929 was paid at the time of filing (December 11, 1996).
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
(A) CTC Communications Group, Inc.: 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 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.
(2) Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
(3) Current Reports on Form 8-K (a) filed on October 1, 1999
(b) filed on November 15, 1999 (c) filed on November 29, 1999
and (d) filed on December 17, 1999.
(B) CTC Communications Corp.: The following documents as filed with
the Securities and Exchange Commission (the "Commission") by CTC
Communications Corp., the predecessor registrant, are hereby incorporated
by reference in this Registration Statement.
(1) Annual Report on Form 10-K/A for the fiscal year
ended March 31, 1999.
(2) Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.
(3) Current Reports on Form 8-K (a) filed on
April 22, 1999 (b) filed on April 27, 1999 (c) filed on
May 5, 1999 (d) filed on May 14, 1999 (e) filed on
July 9, 1999 (f) filed on July 19, 1999 (g) filed on
August 10, 1999, (h) filed on August 26, 1999 (i) filed
on September 7, 1999 (j) filed on September 29, 1999
and (k) filed on October 1, 1999.
All documents subsequently filed by the Registrant or the Plans
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 29th day of December, 1999.
CTC Communications Group, Inc.
Registrant
By: /s/ Robert J. Fabbricatore
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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 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
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/s/ Robert J. Fabbricatore Chairman of the Board December 29, 1999
Robert J. Fabbricatore and Chief Executive
Officer, Director
/s/ John D. Pittenger Principal Financial and December 29, 1999
John D. Pittenger Accounting Officer
/s/ Richard J. Santagati
Richard J. Santagati Director December 29, 1999
/s/ J. Richard Murphy
J. Richard Murphy Director December 29, 1999
/s/ Henry Hermann
Henry Hermann Director December 28, 1999
/s/ Ralph C. Sillari
Ralph C. Sillari Director December 28, 1999
Kevin J. Maroni Director December __, 1999
Robert A. Nicholson Director December __, 1999
Carl Redfield Director December __, 1999
Katherine D. Courage Director December __, 1999
/s/ Ralph S. Troupe
Ralph S. Troupe Director December 29, 1999
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EXHIBIT INDEX
Exhibit No. Description
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4.1 CTC Communications Equity Incentive Plan for
Non-Employee Directors.
4.2 CTC Communications 1998 Incentive Plan.
4.3 CTC Communications 1993 Stock Option 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 an Exhibit filed as part of CTC
Communications Corp.'s Annual Report on Form 10-K for the Fiscal Year
Ended March 31, 1997.