-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gjwh2vkxGAUI3y58/Verc08ziBN1WEqDr4JBMtsbbI401GN1C4kZ02JyXDRBlAt2 7seynXzhmZ5l0R9YDZiiiQ== 0000102198-96-000019.txt : 19961225 0000102198-96-000019.hdr.sgml : 19961225 ACCESSION NUMBER: 0000102198-96-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961224 EFFECTIVENESS DATE: 19961224 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPETITIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000102198 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 362664428 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18759 FILM NUMBER: 96685785 BUSINESS ADDRESS: STREET 1: 1960 BRONSON ROAD STREET 2: P.O. BOX 340 CITY: FAIRFIELD STATE: CT ZIP: 06430 BUSINESS PHONE: 203-255-6044 MAIL ADDRESS: STREET 1: 1960 BRONSON ROAD STREET 2: P.O. BOX 340 CITY: FAIRFIELD STATE: CT ZIP: 06430 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY PATENTS INC DATE OF NAME CHANGE: 19920703 S-8 1 As filed with Securities and Exchange Commission on December 24, 1996 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMPETITIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 36-2664428 (State or other Jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1960 Bronson Road P.O. Box 340, Fairfield, CT 06430 (Address of Principal Executive Offices) (Zip Code) 1996 DIRECTORS' STOCK PARTICIPATION PLAN (Full title of the Plan) FRANK R. McPIKE, JR. Vice President, Finance Competitive Technologies, Inc. 1960 Bronson Road, P.O. Box 340, Fairfield, CT 06430 (Name and address of agent for service) Telephone number, including area code, of agent for service: (203) 255-6044 Copy to: Allan J. Reich D'Ancona & Pflaum 30 North LaSalle Street Chicago, IL 60602 Telephone: (312) 580-2111 [FACING PAGE CONTINUED ON NEXT PAGE] CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Amount of securities Amount offering aggregate regis- to be to be price per offering tration registered registered share price fee Common Stock 100,000 shares $9.625 (1) $962,500 (1) $291.66 ($.01 par value) (1) Estimated solely for the purpose of computing the registration fee, based on the average of the high and low prices of the registrant's Common Stock on the American Stock Exchange as reported in the consolidated reporting system on December 19, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The documents listed in (a) through (c) below are incorporated by reference in this registration statement; and all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part thereof from the date of filing of such documents: (a) The registrant's annual report on Form 10-K for the fiscal year ended July 31, 1996. (b) The registrant's quarterly report on Form 10-Q for the quarter ended October 31, 1996. (c) The registrant's current report on Form 8-K dated November 8, 1996. (d) The description of the registrant's Common Stock which is contained in the registration statement on Form 8-A filed on April 2, 1984, File No. 1-8696, including any amendments or reports filed for the purpose of updating such description. Item 4. Description of Securities. Not applicable. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law authorizes a corporation, under certain circumstances, to indemnify its directors and officers (including reimbursement for expenses incurred). The registrant has provided for indemnification to the extent permitted by the provisions of the Delaware statute in its charter and by-laws. In addition, the registrant has entered into indemnity agreements with its directors which provide (among other things) for indemnification and advancement of expenses, and has created an escrow fund for the indemnity of directors. The registrant also maintains directors and officers' liability insurance (subject to certain exclusions and limitations) against certain liabilities, including certain liabilities under the Securities Act of 1933. See Item 9, "Undertakings." Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Exhibit Index immediately preceding exhibits. Item 9. Undertakings. 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 the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (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. The undersigned registrant hereby undertakes that, for the purposes of determining any liability under 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 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. 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 foregoing provisions, 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 therefore, 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Town of Fairfield, State of Connecticut, on this 24th day of December, 1996. COMPETITIVE TECHNOLOGIES, INC. (Registrant) By: s/ Frank R. McPike, Jr. Frank R. McPike, Jr. Vice President, Finance and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 24th day of December, 1996. Name Title GEORGE M. STADLER* President and Director (George M. Stadler) (Principal Executive Officer) S/ Frank R. McPike, Jr. Vice President, Finance (Frank R. McPike, Jr.) Secretary, Treasurer and Director (Principal Financial and Accounting Officer) MICHAEL G. BOLTON* Director (Michael G. Bolton) BRUCE E. LANGTON* Director (Bruce E. Langton) H.S. LEAHEY* Director (H.S. Leahey) HARRY VAN BENSCHOTEN* Director (Harry Van Benschoten) *By: S/Frank R. McPike, Jr. Frank R. McPike, Jr., Attorney-in-fact EXHIBIT INDEX Exhibit Number Description Page 4.1 Unofficial restated certificate of incorporation of the registrant, as amended, filed as Exhibit 3.1 to registrant's Form 10-K for the fiscal year ended July 31, 1995 and hereby incorporated by reference. 4.2 By-laws of the registrant, as amended, filed as Exhibit 3.2 to the registrant's Form 10-Q for the quarter ended October 31, 1995 and hereby incorporated by reference. 4.3 1996 Directors' Stock Participation Plan. 5.1 Opinion of D'Ancona & Pflaum. 23.1 Consent of Coopers & Lybrand. 24.1 Power of Attorney. EX-5.1 2 EXHIBIT 5.1 December 20, 1996 Competitive Technologies, Inc. 1960 Bronson Road Fairfield, CT 06430 Gentlemen: In connection with the proposed registration under the Securities Act of 1933, as amended, by Competitive Technologies, Inc., a Delaware corporation (the "Company"), on Form S-8 (the "Registration Statement") of 100,000 shares of its Common Stock, $.01 par value (the "Shares"), issuable in connection with the 1996 Directors' Stock Participation Plan (the "1996 Plan"), we hereby advise you that as counsel for the Company we have examined the Restated Certificate of Incorporation of the Company and all amendments thereto, the By-Laws of the Company, certain minutes of the Company, and such other documents and records as we have deemed necessary for the purposes of this opinion. Based upon such examination, it is our opinion that: (1) The Company is a validly organized and existing corporation under the laws of the State of Delaware. (2) The Shares are duly authorized and, when issued pursuant to the terms of the 1996 Plan, will be legally issued, fully paid and non-assessable. Very truly yours, D'ANCONA & PFLAUM By: s/ Merrill A. Freed Merrill A. Freed EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTS We consent to the incorporation by reference in the registration statement of Competitive Technologies, Inc. on Form S-8 pertaining to the 1996 Directors' Stock Participation Plan, of our report dated September 30, 1996, on our audits of the consolidated financial statements of Competitive Technologies, Inc. and Subsidiaries as of July 31, 1996 and 1995 and for each of the three years in the period ended July 31, 1996. COOPERS & LYBRAND L.L.P. Stamford, Connecticut December 23, 1996 EX-24.1 4 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and each of the undersigned directors and officers of the Company, does hereby constitute and appoint George M. Stadler and Frank R. McPike, Jr., and each of them severally, the true and lawful attorneys and agents of the undersigned, each with full power to act without any other and with full power of substitution and re-substitution, to do any and all acts and things and to execute any all instruments which said attorneys and agents may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in connection with the registration under the Act of securities of the Company and all related matters, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the Company and the names of the undersigned directors and officers in the capacities indicated below to the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission by the Company in respect of such securities, to any and all amendments to said Registration Statement, and to any and all instruments or documents filed as part of or in connection with any of the foregoing and any and all amendments thereto; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall be and constitute one instrument. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents the 23rd day of December, 1996. COMPETITIVE TECHNOLOGIES, INC. By: S/ George M. Stadler George M. Stadler President and CEO ATTEST: S/ Frank R. McPike, Jr. Frank R. McPike, Jr. Secretary CAPACITIES SIGNATURES President, CEO and Director S/ George M. Stadler (Principal Executive Officer) George M. Stadler Vice President, Finance, Treasurer, Secretary and Director (Principal Financial S/ Frank R. McPike, Jr. and Accounting Officer Frank R. McPike, Jr. Director S/ Michael G. Bolton Michael G. Bolton Director S/ Bruce E. Langton Bruce E. Langton Director S/ H. S. Leahey H. S. Leahey Director S/ Harry Van Benschoten Harry Van Benschoten EX-4.3 5 EXHIBIT 4.3 COMPETITIVE TECHNOLOGIES, INC. 1996 DIRECTORS' STOCK PARTICIPATION PLAN 1. Definitions. (a) "Plan" means this 1996 Directors' Stock Participation Plan. (b) "Company" means Competitive Technologies, Inc. (c) "Director" means a person who is a director of the Company and is not an employee of the Company or any subsidiary of the Company. 2. Purpose. The purpose of the Plan is to attract and retain qualified Directors and to promote the best interests of the Company by giving them a proprietary interest in and closer identity with the Company through increased stock ownership. 3. Stock Subject to Plan. An aggregate of 100,000 shares of the Company's Common Stock shall be reserved for issuance under the Plan. Adjustment in the shares subject to the Plan shall be made as provided in Paragraph 6. 4. Issuance of Stock. On the first business day in January of each year for a period of ten years commencing in 1997 and ending in 2006, the Company shall issue to each Director who has been elected by the stockholders of the Company and who has served as a Director for a period of at least one year in consideration of the services rendered to the Company by such Director, an annual number of shares of the Company's Common Stock (rounded to the nearest whole share) equal to the lesser of (i) $15,000 divided by the per share fair market value of such Common Stock on the date of issuance, or (ii) 2,500 shares. In situations where a Director leaves the Board after completing a full year of service but before the January 1st issuance date, the annual stock compensation as described above shall be payable on a pro-rata basis up to the time of termination. Shares issued under the Plan may be either authorized but unissued shares or treasury shares. The Company shall in every case have a reasonable time to cause certificates for shares to be prepared and delivered. 5. Agreement of Director. As a condition to issuance and receipt of shares, if the Company in its sole discretion determines that such agreement is necessary in order to comply with Federal or State securities laws or other applicable laws, such Director shall agree that he takes the shares issued to him under the Plan for investment and not with any present intention to resell or distribute the same, and he shall sign and deliver to the Company a certificate to such effect at the time of such issuance. In such event the certificates evidencing such shares shall be appropriately legended and stop transfer instructions shall be placed with the Transfer Agent for the Company's Common Stock. The Company shall have no liability for failure to issue shares pending the meeting of any requirements which the Company is advised by counsel must be met under Federal or State securities laws or other applicable laws before such shares may be issued under the Plan. 6. Change in Shares. If any change is made in the Company's outstanding shares of Common Stock by reason of stock dividend in excess of 3% in the aggregate during any fiscal year of the Company, change in par value, stock split-up, recapitalization, reclassification or combination of shares, appropriate adjustment, disregarding fractional shares, shall be made to the kind and number of shares issuable under the Plan. 7. Effective Date; Term of Plan. The Plan shall become effective when approved by the stockholders of the Company and shall terminate following the close of business on the first business day of January, 2006. 8. Amendments. No amendment to the Plan shall be made, except upon approval of the stockholders of the Company, which will increase the number of shares reserved for issuance under the Plan, change the eligibility provisions or the formula for determining the number of shares to be issued as provided in Paragraph 4, or extend the term of the Plan; and no amendment to Plan provisions specifying the eligibility provisions or the formula for determining the amount, price and timing of shares to be issued shall be made more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. -----END PRIVACY-ENHANCED MESSAGE-----