-----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, DZWrwfmhBfaJau8WJ1Qx77rGeOWLMzK5v4gP/Pr/kz6yEuVSqmFi+TsF9BUrj4Gs VHHN7Gvxm+V5OiSmaJkeTw== /in/edgar/work/20000817/0001056114-00-000023/0001056114-00-000023.txt : 20000922 0001056114-00-000023.hdr.sgml : 20000922 ACCESSION NUMBER: 0001056114-00-000023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000817 EFFECTIVENESS DATE: 20000817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTC COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001092319 STANDARD INDUSTRIAL CLASSIFICATION: [7385 ] IRS NUMBER: 043469590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44002 FILM NUMBER: 704965 BUSINESS ADDRESS: STREET 1: 220 BEAR HILL RD CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7814668080 MAIL ADDRESS: STREET 1: 220 BEAR HILL RD CITY: WALTHAM STATE: MA ZIP: 02154 S-8 1 0001.txt 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) CTC Communications Group, Inc. 2000 Flexible Stock 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 ====================================================================================================== Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Registration to be Registered Registered(1) Per Share(2)(3) Offering Price Fee - --------------------- ---------------- ---------------- ----------------- -------------- 2000 Flexible Stock Plan Common Stock, $.01 par value(2) 3,933,100 shares $18.00 $70,795,800 $18,690 Common Stock, $.01 par value (outstanding options)(3) 566,900 shares $26.34 $14,932,146 $ 3,942 Total 4,500,000 shares $85,727,946 $22,632 =================================================================================================== (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. (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 August 16, 2000. (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 $26.34 as to the 566,900 outstanding but unexercised options to purchase Common Stock under the 2000 Flexible Stock Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. (A) 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 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) Annual Report on Form 10-K for the year ended March 31, 2000. (2) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (3) Current Reports on Form 8-K filed on July 12, 2000, July 18, 2000, July 31, 2000 and August 3, 2000. All documents subsequently filed by the Registrant or the Plan 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. II-1 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. II-2 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. II-3 (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. II-4 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 17th day of August, 2000. CTC Communications Group, Inc. Registrant By: /s/ Robert J. Fabbricatore ------------------------------------ Robert J. Fabbricatore, Chairman of the Board and Chief Executive Officer II-5 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 the Form S-8 Registration Statement of CTC Communications Group, Inc., relating to the Company's 2000 Flexible Stock Plan and any or 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, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of the 17th day of August, 2000. 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 /s/ Richard J. Santagati Richard J. Santagati Director /s/ J. Richard Murphy J. Richard Murphy Director /s/ Henry Hermann Henry Hermann Director /s/ Ralph C. Sillari Ralph C. Sillari Director /s/ Kevin J. Maroni Kevin J. Maroni Director /s/ Scott M. Sperling Scott M. Sperling Director /s/ Ralph S. Troupe Ralph S. Troupe Director Carl Redfield Director Mark E. Nunnelly Director Katherine D. Courage Director II-6 EXHIBIT INDEX Exhibit No. Description - ---------- ------------------------------------------------------------- 4.1 CTC Communications 2000 Flexible Stock 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). EX-4.1 2 0002.txt 2000 FLEXIBLE STOCK PLAN EXHIBIT 4.1 CTC COMMUNICATIONS GROUP, INC. 2000 FLEXIBLE STOCK PLAN CTC COMMUNICATIONS GROUP, INC. 2000 FLEXIBLE STOCK PLAN TABLE OF CONTENTS Page 1. NAME AND PURPOSE 1 1.1. Name........................................................1 1.2. Purpose.....................................................1 2. DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION 1 2.1. General Definitions.........................................1 2.1.1. Affiliate.............................................1 2.1.2. Agreement.............................................1 2.1.3. Benefit...............................................1 2.1.4. Board.................................................1 2.1.5. Cash Award............................................1 2.1.6. Change of Control.....................................1 2.1.7. Code..................................................2 2.1.8. Company...............................................2 2.1.9. Committee.............................................2 2.1.10. Common Stock.........................................2 2.1.11. Effective Date.......................................2 2.1.12. Employee.............................................2 2.1.13. Employer.............................................2 2.1.14. Exchange Act.........................................2 2.1.15. Fair Market Value....................................2 2.1.16. Fiscal Year..........................................2 2.1.17. ISO..................................................2 2.1.18. NQSO.................................................2 2.1.19. Option...............................................3 2.1.20. Other Stock Based Award..............................3 2.1.21. Parent...............................................3 2.1.22. Participant..........................................3 2.1.23. Performance Based Compensation.......................3 2.1.24. Performance Share....................................3 2.1.25. Plan.................................................3 2.1.26. Reload Option........................................3 2.1.27. [intentionally omitted]..............................3 2.1.28. Rule 16b-3...........................................3 2.1.29. SEC..................................................3 2.1.30. Share................................................4 2.1.31. SAR..................................................4 2.1.32. Subsidiary...........................................4 2.2. Other Definitions...........................................4 2.3. Conflicts...................................................4 i 3. COMMON STOCK 4 3.1. Number of Shares............................................4 3.2. Reusage.....................................................4 3.3. Adjustments.................................................4 4. ELIGIBILITY 5 4.1. Determined By Committee.....................................5 5. ADMINISTRATION 5 5.1. Committee...................................................5 5.2. Authority...................................................5 5.3. Delegation..................................................6 5.4. Determination...............................................6 6. AMENDMENT 6 6.1. Power of Board..............................................6 6.2. Limitation..................................................6 7. TERM AND TERMINATION 6 7.1. Term........................................................6 7.2. Termination.................................................6 8. MODIFICATION OR TERMINATION OF BENEFITS 6 8.1. General.....................................................6 8.2. Committee's Right...........................................7 9. CHANGE OF CONTROL 7 9.1. Right of Committee..........................................7 10. AGREEMENTS AND CERTAIN BENEFITS 7 10.1. Grant Evidenced by Agreement...............................7 10.2. Provisions of Agreement....................................7 10.3. Transferability............................................8 11. REPLACEMENT AND TANDEM AWARDS 8 11.1. Replacement................................................8 11.2. Tandem Awards..............................................8 12. PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING 8 12.1. Payment....................................................8 12.2. Dividend Equivalents.......................................8 12.3. Deferral...................................................8 12.4. Withholding................................................8 13. OPTIONS 9 13.1. Types of Options...........................................9 13.2. Grant of ISOs and Option Price.............................9 13.3. Other Requirements for ISOs................................9 13.4. NQSOs......................................................9 13.5. Determination by Committee.................................9 ii 14. SARS 9 14.1. Grant and Payment..........................................9 14.2. Grant of Tandem Award......................................9 14.3. ISO Tandem Award...........................................9 14.4. Payment of Award...........................................9 15. ANNUAL LIMITATIONS 10 15.1. Limitation on Options and SARs............................10 15.2. Computations..............................................10 16. PERFORMANCE SHARES 10 16.1. Performance Shares........................................10 16.2. Grant.....................................................10 17. CASH AWARDS 11 17.1. Grant.....................................................11 17.2. Rule 16b-3................................................11 17.3. Restrictions..............................................11 18. OTHER STOCK BASED AWARDS AND OTHER BENEFITS 11 18.1. Other Stock Based Awards..................................11 18.2. Other Benefits............................................11 19. MISCELLANEOUS PROVISIONS 11 19.1. Underscored References....................................11 19.2. Number and Gender.........................................11 19.3. Unfunded Status of Plan...................................11 19.4. Termination of Employment.................................12 19.5. Designation of Beneficiary................................12 19.6. Governing Law.............................................12 19.7. Purchase for Investment...................................12 19.8. No Employment Contract....................................12 19.9. No Effect on Other Benefits...............................12 iii CTC COMMUNICATIONS GROUP, INC. 2000 FLEXIBLE STOCK PLAN 1. NAME AND PURPOSE 1.1. Name. The name of this Plan is the "CTC COMMUNICATIONS GROUP, INC. 2000 Flexible Stock Plan." 1.2. Purpose. The Company has established this Plan to attract, retain, motivate and reward Employees and other individuals, to encourage ownership of the Company's Common Stock by Employees and other individuals, and to promote and further the best interests of the Company by granting cash and other awards. 2. DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION 2.1. General Definitions. The following words and phrases, when used in the Plan, unless otherwise specifically defined or unless the context clearly otherwise requires, shall have the following respective meanings: 2.1.1. Affiliate. "Affiliate" means a Parent or Subsidiary of the Company. 2.1.2. Agreement. "Agreement" means the document which evidences the grant of any Benefit under the Plan and which sets forth the Benefit and the terms, conditions and provisions of, and restrictions relating to, such Benefit. 2.1.3. Benefit. "Benefit" means any benefit granted to a Participant under the Plan. 2.1.4. Board. "Board" means the Board of Directors of the Company. 2.1.5. Cash Award. "Cash Award" means a Benefit payable in the form of cash. 2.1.6. Change of Control. "Change of Control" means the acquisition, without the approval of the Board, by any "person" or "group" (as that term is used in Section 13(d) and 14(d)(2) of the Exchange Act), other than the Company or a Related Entity, of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of outstanding voting securities of the Company carrying more than 20% of the combined voting power in the election of directors through a tender offer, exchange offer or otherwise; the liquidation or dissolution of the Company following a sale or other disposition of all or substantially all of its assets; a merger or consolidation involving the Company as a result of which persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power in the -1- election of directors of the surviving corporation following the effective date of such merger or consolidation; or any time during any two-year period in which individuals who constituted the Board at the start of such period (or whose election was approved by at least two-thirds of the then members of the Board who were members at the start of the two-year period) do not constitute at least 50% of the Board for any reason. A Related Entity is the Parent, a Subsidiary or any employee benefit plan (including a trust forming a part of such a plan) maintained by the Parent, the Company or a Subsidiary. 2.1.7. Code. "Code" means the Internal Revenue Code of 1986, as amended. Any reference to the Code includes the regulations promulgated pursuant to the Code. 2.1.8. Company. "Company" means CTC COMMUNICATIONS GROUP, INC. 2.1.9. Committee. "Committee" means the Committee described in Section 5.1. 2.1.10. Common Stock.. "Common Stock" means the Company's common stock which presently has a par value of $.01 per Share. 2.1.11. Effective Date. "Effective Date" means the date that the Plan is approved by the shareholders of the Company which must occur within one year before or after approval by the Board. Any grants of Benefits prior to the approval by the shareholders of the Company shall be void if such approval is not obtained. 2.1.12. Employee. "Employee" means any person employed by the Employer. 2.1.13. Employer. "Employer" means the Company and all Affiliates. 2.1.14. Exchange Act. "Exchange Act" means The Securities Exchange Act of 1934, as amended. 2.1.15. Fair Market Value. "Fair Market Value" means the closing price of Shares on the Nasdaq National Market on a given date, or, in the absence of sales on a given date, the closing price on the Nasdaq National Market on the last day on which a sale occurred prior to such date. 2.1.16. Fiscal Year. "Fiscal Year" means the taxable year of the Company which is the calendar year. 2.1.17. ISO. "ISO" means an Incentive Stock Option as defined in Section 422 of the Code. -2- 2.1.18. NQSO. "NQSO" means a non-qualified stock Option, which is an Option that does not qualify as an ISO. 2.1.19. Option. "Option" means an option to purchase Shares granted under the Plan. 2.1.20. Other Stock Based Award. An award under Section 8 that is valued in whole or in part by reference to, or is otherwise based on, Common Stock. 2.1.21. Parent. Any corporation (other than the Company or a Subsidiary) in an unbroken chain of corporations ending with the Company, if, at the time of the grant of an Option or other Benefit, each of the corporations (other than the Company) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 2.1.22. Participant. An individual who is granted a Benefit under the Plan. Benefits may be granted only to Employees, members of the Board, employees and owners of entities which are not Affiliates but which have a direct or indirect ownership interest in an Employer or in which an Employer has a direct or indirect ownership interest, individuals who, and employees and owners of entities which, are customers and suppliers of an Employer, individuals who, and employees and owners of entities which, render services to an Employer, and individuals who, and employees and owners of entities, which have ownership or business affiliations with any individual or entity previously described. 2.1.23. Performance Based Compensation. Compensation which meets the requirements of Section 162(m)(4)(C) of the Code. 2.1.24. Performance Share. A Share awarded to a Participant under Section 16 of the Plan. 2.1.25. Plan. The CTC COMMUNICATIONS GROUP, INC. 2000 FLEXIBLE STOCK PLAN and all amendments and supplements to it. 2.1.26. Reload Option. An Option to purchase the number of Shares used by a Participant to exercise an Option and to satisfy any withholding requirement incident to the exercise of such Option. 2.1.27. [intentionally omitted] 2.1.28. Rule 16b-3. Rule 16b-3 promulgated by the SEC, as amended, or any successor rule in effect from time to time. 2.1.29. SEC. The Securities and Exchange Commission. -3- 2.1.30. Share. A share of Common Stock. 2.1.31. SAR. A stock appreciation right, which is the right to receive an amount equal to the appreciation, if any, in the Fair Market Value of a Share from the date of the grant of the right to the date of its payment. 2.1.32. Subsidiary. Any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of grant of an Option or other Benefit, each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 2.2. Other Definitions. In addition to the above definitions, certain words and phrases used in the Plan and any Agreement may be defined in other portions of the Plan or in such Agreement. 2.3. Conflicts. In the case of any conflict in the terms of the Plan relating to a Benefit, the provisions in the section of the Plan which specifically grants such Benefit shall control those in a different section. In the case of any conflict between the terms of the Plan relating to a Benefit and the terms of an Agreement relating to a Benefit, the terms of the Plan shall control. 3. COMMON STOCK 3.1. Number of Shares. The number of Shares which may be issued or sold or for which Options, SARs or Performance Shares may be granted under the Plan shall be 1,500,000 Shares, plus an annual increase, effective as of the first day of each fiscal year, commencing with 2001, equal to 5% of the number of outstanding Shares as of the first day of such fiscal year, but in no event more than 4,500,000 Shares in the aggregate. Such Shares may be authorized but unissued Shares, Shares held in the treasury, or both. The full number of Shares available may be used for any type of Option or other Benefit. 3.2. Reusage. If an Option or SAR expires or is terminated, surrendered, or canceled without having been fully exercised, if Restricted Shares or Performance Shares are forfeited, or if any other grant results in any Shares not being issued, the Shares covered by such Option or SAR, grant of Restricted Shares, Performance Shares or other grant, as the case may be, shall again be available for use under the Plan. Any Shares which are used as full or partial payment to the Company upon exercise of an Option or for any other Benefit that requires a payment to the Company shall be available for purposes of the Plan. 3.3. Adjustments. If there is any change in the Common Stock of the Company by reason of any stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation, reorganization, combination or exchange of shares, or otherwise, the number of SARs and number and class of shares available for Options and grants of Performance Shares and Other Stock Based Awards and the number of Shares subject to outstanding Options, SARs, -4- grants of Performance Shares which are not vested, and Other Stock Based Awards, and the price thereof, as applicable, shall be appropriately adjusted by the Committee. 4. ELIGIBILITY 4.1. Determined By Committee. The Participants and the Benefits they receive under the Plan shall be determined solely by the Committee. In making its determinations, the Committee shall consider past, present and expected future contributions of Participants and potential Participants to the Employer, including, without limitation, the performance of, or the refraining from the performance of, services. Unless specifically provided otherwise herein, all determinations of the Committee in connection with the Plan or an Agreement shall be made in its sole discretion. 5. ADMINISTRATION 5.1. Committee. The Plan shall be administered by the Committee. The Committee shall consist of the Board, unless the Board appoints a Committee of two or more but less than all of the Board. If the Committee does not include the entire Board, it shall serve at the pleasure of the Board, which may from time to time appoint members in substitution for members previously appointed and fill vacancies, however caused, in the Committee. The Committee may select one of its members as its Chairman and shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum. All determinations of the Committee made at a meeting at which a quorum is present shall be made by a majority of its members present at the meeting. Any decision or determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. 5.2. Authority. Subject to the terms of the Plan, the Committee shall have discretionary authority to: (a) determine the individuals to whom Benefits are granted, the type and amounts of Benefits to be granted and the date of issuance and duration of all such grants; (b) determine the terms, conditions and provisions of, and restrictions relating to, each Benefit granted; (c) interpret and construe the Plan and all Agreements; (d) prescribe, amend and rescind rules and regulations relating to the Plan; (e) determine the content and form of all Agreements; (f) determine all questions relating to Benefits under the Plan; (g) maintain accounts, records and ledgers relating to Benefits; (h) maintain records concerning its decisions and proceedings; (i) employ agents, attorneys, accountants or other persons for such purposes as the Committee considers necessary or desirable; (j) take, at any time, any action permitted by Section 9.1 irrespective of whether any Change of Control has occurred or is imminent; -5- (k) determine, except to the extent otherwise provided in the Plan, whether and the extent to which Benefits under the Plan will be structured to conform to the requirements applicable to Performance-Based Compensation, and to take such action, establish such procedures, and impose such restrictions at the time such Benefits are granted as the Committee determines to be necessary or appropriate to conform to such requirements; and (l) do and perform all acts which it may deem necessary or appropriate for the administration of the Plan and carry out the purposes of the Plan. 5.3. Delegation. Except as required by Rule 16b-3 with respect to grants of Options, Stock Appreciation Awards, Performance Shares, Other Stock Based Awards, or other Benefits to individuals who are subject to Section 16 of the Exchange Act or as otherwise required for compliance with Rule 16b-3 or other applicable law, the Committee may delegate all or any part of its authority under the Plan to any Employee, Employees or committee. 5.4. Determination. All determinations of the Committee shall be final. 6. AMENDMENT 6.1. Power of Board. Except as hereinafter provided, the Board shall have the sole right and power to amend the Plan at any time and from time to time. 6.2. Limitation. The Board may not amend the Plan, without approval of the shareholders of the Company: (a) in a manner which would cause Options which are intended to qualify as ISOs to fail to qualify; (b) in a manner which would cause the Plan to fail to meet the requirements of Rule 16b-3; or (c) in a manner which would violate applicable law. 7. TERM AND TERMINATION 7.1. Term. The Plan shall commence as of the Effective Date and, subject to the terms of the Plan, including those requiring approval by the shareholders of the Company and those limiting the period over which ISOs or any other Benefits may be granted, shall continue in full force and effect until terminated. 7.2. Termination. The Plan may be terminated at any time by the Board. 8. MODIFICATION OR TERMINATION OF BENEFITS 8.1. General. Subject to the provisions of Section 8.2, the amendment or termination of the Plan shall not adversely affect a Participant's right to any Benefit granted prior to such amendment or termination. -6- 8.2. Committee's Right. Any Benefit granted may be converted, modified, forfeited or canceled, in whole or in part, by the Committee if and to the extent permitted in the Plan or applicable Agreement or with the consent of the Participant to whom such Benefit was granted. Except as may be provided in an Agreement, the Committee may, in its sole discretion, in whole or in part, waive any restrictions or conditions applicable to, or accelerate the vesting of, any Benefit. 9. CHANGE OF CONTROL 9.1. Right of Committee. In order to maintain a Participant's rights in the event of a Change of Control, the Committee, in its sole discretion, may, in any Agreement evidencing a Benefit, or at any time prior to, or simultaneously with or after a Change of Control, provide such protection as it may deem necessary. Without, in any way, limiting the generality of the foregoing sentence or requiring any specific protection, the Committee may, without the approval or consent of the Participant: (a) provide for the acceleration of any time periods relating to the exercise or realization of such Benefit so that such Benefit may be exercised or realized in full on or before a date fixed by the Committee; (b) provide for the purchase of such Benefit, upon the Participant's request, for an amount of cash equal to the amount which could have been attained upon the exercise or realization of such Benefit had such Benefit been currently exercisable or payable; (c) make such adjustment to the Benefits then outstanding as the Committee deems appropriate to reflect such transaction or change; and/or (d) cause the Benefits then outstanding to be assumed, or new Benefits substituted therefor, by the surviving corporation in such change. 10. AGREEMENTS AND CERTAIN BENEFITS 10.1. Grant Evidenced by Agreement. The grant of any Benefit under the Plan may be evidenced by an Agreement which shall describe the specific Benefit granted and the terms and conditions of the Benefit. The granting of any Benefit shall be subject to, and conditioned upon, the recipient's execution of any Agreement required by the Committee. Except as otherwise provided in an Agreement, all capitalized terms used in the Agreement shall have the same meaning as in the Plan, and the Agreement shall be subject to all of the terms of the Plan. -7- 10.2. Provisions of Agreement. Each Agreement shall contain such provisions that the Committee shall determine to be necessary, desirable and appropriate for the Benefit granted which may include, but not necessarily be limited to, the following with respect to any Benefit: description of the type of Benefit; the Benefit's duration; its transferability; if an Option, the exercise price, the exercise period and the person or persons who may exercise the Option; the effect upon such Benefit of the Participant's death, disability, changes of duties or termination of employment; the Benefit's conditions; when, if, and how any Benefit may be forfeited, converted into another Benefit, modified, exchanged for another Benefit, or replaced; and the restrictions on any Shares purchased or granted under the Plan. 10.3. Transferability. Unless otherwise specified in an Agreement or permitted by the Committee, each Benefit granted shall be not transferable other than by will or the laws of descent and distribution and shall be exercisable during a Participant's lifetime only by him. 11. REPLACEMENT AND TANDEM AWARDS 11.1. Replacement. The Committee may permit a Participant to elect to surrender a Benefit in exchange for a new Benefit. 11.2. Tandem Awards. Awards may be granted by the Committee in tandem. However, no Benefit may be granted in tandem with an ISO except SARs. 12. PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING 12.1. Payment. Upon the exercise of an Option or in the case of any other Benefit that requires a payment by a Participant to the Company, the amount due the Company is to be paid: (a) in cash, including by means of a so-called "cashless exercise" of an Option; (b) by the surrender of all or part of a Benefit (including the Benefit being exercised); (c) by the tender to the Company of Shares owned by the optionee and registered in his name having a Fair Market Value equal to the amount due to the Company; (d) in other property, rights and credits deemed acceptable by the Committee, including the Participant's promissory note; (e) by any combination of the payment methods specified in (a), (b), (c) and (d) above. Notwithstanding, the foregoing, any method of payment other than (a) may be used only with the consent of the Committee or if and to the extent so provided in an Agreement. The proceeds of the sale of Shares purchased pursuant to an Option and any payment to the Company for other Benefits shall be added to the general funds of the Company or to the Shares held in treasury, as the case may be, and used for the corporate purposes of the Company as the Board shall determine. 12.2. Dividend Equivalents. Grants of Benefits in Shares or Share equivalents may include dividend equivalent payments or dividend credit rights. 12.3. Deferral. The right to receive any Benefit under the Plan may, at the request of the Participant, be deferred for such period and upon such terms as the Committee shall determine, which may include crediting of interest on deferrals of cash and crediting of dividends on deferrals denominated in Shares. 12.4. Withholding. The Company may, at the time any distribution is made under the Plan, whether in cash or in Shares, or at the time any Option is exercised, withhold from such distribution or Shares issuable upon the exercise of an Option, any amount necessary to satisfy federal, state and local income -8- and/or other tax withholding requirements with respect to such distribution or exercise of such Options. The Committee or the Company may require a participant to tender to the Company cash and/or Shares in the amount necessary to comply with any such withholding requirements. 13. OPTIONS 13.1. Types of Options. It is intended that both ISOs and NQSOs, which may be Reload Options, may be granted by the Committee under the Plan. 13.2. Grant of ISOs and Option Price. Each ISO must be granted to an Employee and granted within ten years from the earlier of the date of adoption by the Board or the Effective Date. The purchase price for Shares under any ISO shall be no less than the Fair Market Value of the Shares at the time the Option is granted. 13.3. Other Requirements for ISOs. The terms of each Option which is intended to qualify as an ISO shall meet all requirements of Section 422 of the Code. 13.4. NQSOs. The terms of each NQSO shall provide that such Option will not be treated as an ISO. The purchase price for Shares under any NQSO shall be no less than 85% of the Fair Market Value of the Shares at the time the Option is granted. 13.5. Determination by Committee. Except as otherwise provided in Section 13.2 through Section 13.4, the terms of all Options shall be determined by the Committee. 14. SARS 14.1. Grant and Payment. The Committee may grant SARs. Upon electing to receive payment of a SAR, a Participant shall receive payment in cash, in Shares, or in any combination of cash and Shares, as the Committee shall determine. 14.2. Grant of Tandem Award. The Committee may grant SARs in tandem with an Option, in which case: the exercise of the Option shall cause a correlative reduction in SARs standing to a Participant's credit which were granted in tandem with the Option; and the payment of SARs shall cause a correlative reduction of the Shares under such Option. 14.3. ISO Tandem Award. When SARs are granted in tandem with an ISO, the SARs shall have such terms and conditions as shall be required for the ISO to qualify as an ISO. 14.4. Payment of Award. SARs shall be paid by the Company to a Participant, to the extent payment is elected by the Participant (and is otherwise due and payable), as soon as practicable after the date on which such election is made. -9- 15. ANNUAL LIMITATIONS 15.1. Limitation on Options and SARs. The number of (a) Shares covered by Options where the purchase price is no less than the Fair Market Value of the Shares on the date of grant plus (b) SARs which may be granted to any Participant in any Fiscal Year shall not exceed [500,000]. 15.2. Computations. For purposes of Section 15.1: Shares covered by an Option that is canceled shall count against the maximum, and, if the exercise price under an Option is reduced, the transaction shall be treated as a cancellation of the Option and a grant of a new Option; and SARs covered by a grant of SARs that is canceled shall count against the maximum, and, if the Fair Market Value of a Share on which the appreciation under a grant of SARs will be calculated is reduced, the transaction will be treated as a cancellation of the SARs and the grant of a new grant of SARs. 16. PERFORMANCE SHARES 16.1. Performance Shares. Performance Shares are the right of an individual to whom a grant of such Shares is made to receive Shares or cash equal to the Fair Market Value of such Shares at a future date in accordance with the terms and conditions of such grant. The terms and conditions shall be determined by the Committee, in its sole discretion, but generally are expected to be based substantially upon the attainment of targeted profit and/or performance objectives. 16.2. Grant. The Committee may grant an award of Performance Shares. The number of Performance Shares and the terms and conditions of the grant shall be set forth in the applicable Agreement. -10- 17. CASH AWARDS 17.1. Grant. The Committee may grant Cash Awards at such times and (subject to Section 17.2) in such amounts as it deems appropriate. 17.2. Rule 16b-3. The amount of any Cash Award in any Fiscal Year to any Participant who is subject to Section 16 of the Exchange Act shall not exceed the greater of [$100,000 or 100%] of his cash compensation (excluding any Cash Award under this Section 17) for such Fiscal Year. 17.3. Restrictions. Cash Awards may be subject or not subject to conditions (such as an investment requirement), restricted or nonrestricted, vested or subject to forfeiture and may be payable currently or in the future or both. 18. OTHER STOCK BASED AWARDS AND OTHER BENEFITS 18.1. Other Stock Based Awards. The Committee shall have the right to grant Other Stock Based Awards which may include, without limitation, the grant of Shares based on certain conditions, the payment of cash based on the performance of the Common Stock, and the grant of securities convertible into Shares. 18.2. Other Benefits. The Committee shall have the right to provide types of Benefits under the Plan in addition to those specifically listed, if the Committee believes that such Benefits would further the purposes for which the Plan was established. 19. MISCELLANEOUS PROVISIONS 19.1. Underscored References. The underscored references contained in the Plan are included only for convenience, and they shall not be construed as a part of the Plan or in any respect affecting or modifying its provisions. 19.2. Number and Gender. The masculine and neuter, wherever used in the Plan, shall refer to either the masculine, neuter or feminine; and, unless the context otherwise requires, the singular shall include the plural and the plural the singular. 19.3. Unfunded Status of Plan. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments or deliveries of Shares not yet made to a Participant by the Company, nothing contained herein shall give any rights that are greater than those of a general creditor of the Company. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or payments hereunder consistent with the foregoing. -11- 19.4. Termination of Employment. If the employment of a Participant by the Company terminates for any reason, except as otherwise provided in an Agreement, all unexercised, deferred, and unpaid Benefits may be exercisable or paid only in accordance with rules established by the Committee. These rules may provide, as the Committee may deem appropriate, for the expiration, forfeiture, continuation, or acceleration of the vesting of all or part of the Benefits. 19.5. Designation of Beneficiary. A Participant may file with the Committee a written designation of a beneficiary or beneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries as the Committee may from time to time prescribe) to exercise, in the event of the death of the Participant, an Option, or to receive, in such event, any Benefits. The Committee reserves the right to review and approve beneficiary designations. A Participant may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee shall be in doubt as to the right of any such beneficiary to exercise any Option or to receive any Benefit, the Committee may determine to recognize only an exercise by the legal representative of the recipient, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone. 19.6. Governing Law. This Plan shall be construed and administered in accordance with the laws of the Commonwealth of Massachusetts. 19.7. Purchase for Investment. The Committee may require each person purchasing Shares pursuant to an Option or other award under the Plan to represent to and agree with the Company in writing that such person is acquiring the Shares for investment and without a view to distribution or resale. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under all applicable laws, rules and regulations, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate references to such restrictions. 19.8. No Employment Contract. Neither the adoption of the Plan nor any Benefit granted hereunder shall confer upon any Employee any right to continued employment nor shall the Plan or any Benefit interfere in any way with the right of the Employer to terminate the employment of any of its Employees at any time. 19.9. No Effect on Other Benefits. The receipt of Benefits under the Plan shall have no effect on any benefits to which a Participant may be entitled from the Employer, under another plan or otherwise, or preclude a Participant from receiving any such benefits. -12- EX-5 3 0003.txt OPINION LAW OFFICES OF LEONARD R. GLASS, P.A. 45 Central Ave. P.O. Box 579 Tenafly, New Jersey 07670-0579 (201) 894-9300 August 17, 2000 CTC Communications Group, Inc. 220 Bear Hill Rd. Waltham MA 02451 Re: Registration Statement on Form S-8 Under the Securities Act of 1933 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of the 2000 Flexible Stock Plan (4,500,000 shares).(the "Plan" and "Shares" as appropriate). As legal counsel for CTC Communications Group, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan. It is our opinion that the Shares, when issued and sold in the manner described in and required by the Plan, will be legally and validly issued, fully-paid and non-assessable. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under Item 5, Interest of Named Experts and Counsel, in the Registration Statement. Leonard R. Glass, Esq., a member of this firm, is a stockholder of CTC Communications Group, Inc. Very truly yours, /s/ LAW OFFICES OF LEONARD R. GLASS, P.A. ------------------------------------------------- LAW OFFICES OF LEONARD R. GLASS, P.A. EX-23.2 4 0004.txt CONSENT OF ERNST & YOUNG LLP CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference of our report dated May 18, 2000 (except for Note 2 as to which the date is June 26, 2000), in the Registration Statement (Form S-8) pertaining to the 2000 Flexible Stock Plan of CTC Communications Group, Inc., with respect to the financial statements and schedule of CTC Communications Group, Inc. included in its Annual Report (Form 10-K) for the year ended March 31, 2000 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Boston, Massachusetts August 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----