-----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, FRywJJPeqlneglAT9O9ZB2o+jicEaBpRdqBQEo98ZWojIa/vbzR/42GjbNWkhgyw Hm/ym17nhACCKrgaRkiGCg== 0001056114-02-000014.txt : 20020606 0001056114-02-000014.hdr.sgml : 20020606 20020603131839 ACCESSION NUMBER: 0001056114-02-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: gov.sec.edgar.dataobjects.object.PDSubFN429Data@eb711396 REFERENCES 429: gov.sec.edgar.dataobjects.object.PDSubFN429Data@ea991396 FILED AS OF DATE: 20020603 EFFECTIVENESS DATE: 20020603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTC COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001092319 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 043469590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-89646 FILM NUMBER: 02668672 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 aaa.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) 2000 Flexible Stock Plan (as amended) 1999 Equity Incentive Plan for Non-Employee Directors (as amended) (Full title of Plans) Robert J. Fabbricatore, Chief Executive Officer CTC Communications Group, Inc. 220 Bear Hill Rd. Waltham, Massachusetts 02451 (Name and address of agent for service) (781) 466-8080 (Telephone number, including area code, of agent for service) With a copy to: Leonard R. Glass, Esq. Law Offices of Leonard R. Glass, P.A. 45 Central Avenue Tenafly, New Jersey 07670 (201) 894-9300
C A L C U L A T I O N O F R E G I S T R A T I O N F E E ====================================================================================================== Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Registration to be Registered(1) Registered(1) Per Share Offering Price Fee - ---------------------- ---------------- ---------------- ----------------- -------------- 2000 Flexible Stock Plan Common Stock, $.01 par value (2) 750,000 shares $1.78 $1,335,000 $122.82 1999 Equity Incentive Plan for Non-Employee Directors, Common Stock, $.01 par value (2) 150,000 shares $1.78 $267,000 $24.56 1999 Equity Incentive Plan for Non-Employee Directors, Common Stock, $.01 par value (outstanding options)(3) 100,000 shares $1.45 $145,000 $13.34 Total 1,000,000 shares $1,747,000 $160.72 =================================================================================================== (1) This Registration Statement also covers any additional shares that may hereafter become issuable as a result of the operation of the anti-dilution provisions of the CTC Communications Group, Inc. 2000 Flexible Stock Plan and the CTC Communications Group, Inc. 1999 Equity Incentive Plan for Non-Employee Directors. (2) The Proposed Maximum Offering Price Per Share for the purpose of calculating the registration fee has been determined in accordance with Rule 457(c) and is based on the average of the high and low prices reported on the Nasdaq National Market on May 28, 2002. (3) The Proposed Maximum Offering Price Per Share for the purpose of calculating the registration fee has been determined in accordance with Rule 457(h) and is based upon the weighted average exercise price per share of $1.45 as to the 100,000 outstanding but unexercised options to purchase Common Stock under the 1999 Equity Incentive Plan for Non-Employee Directors.
This Registration Statement relates to (i) an amendment to the 2000 Flexible Stock Plan of CTC Communications Group, Inc. to increase the number of shares of common stock available for issuance thereunder by 750,000 from 4,500,000 shares to 5,250,000 shares, and (ii) an amendment to the 1999 Equity Incentive Plan, of CTC Communications Group, Inc. to increase the number of shares of common stock available for issuance thereunder by 250,000 from 300,000 to 550,000. The contents of the registration statement on Form S-8 with respect to the 2000 Flexible Stock Plan of CTC Communications Group, Inc., Registration No. 333-44002, filed with the Securities and Exchange Commission (the "Commission") on August 17, 2000; and the contents of the registration statement on Form S-8 with respect to the 1999 Equity Incentive Plan for Non- Employee Directors, Registration No. 333-93735, filed with the Commission on December 29, 1999, are hereby incorporated by reference pursuant to General Instruction E for registration statements on Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 4. Description of Securities. Not applicable. Item 5. Interest of Named Experts and Counsel. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 6. Indemnification of Directors and Officers. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. (See Exhibit Index below). 9. Undertakings. Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, CTC Communications Group, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on June 3, 2002. CTC Communications Group, Inc. Registrant By: /s/ Robert J. Fabbricatore ------------------------------------ Robert J. Fabbricatore, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 3rd day of June, 2002. Signature Title - -------------------------- ------------------ /s/ Robert J. Fabbricatore Chairman of the Board Robert J. Fabbricatore and Chief Executive Officer, Director /s/ John D. Pittenger Principal Financial and John D. Pittenger Accounting Officer * Katherine D. Courage Director * Henry Hermann Director * Kevin J. Maroni Director * J. Richard Murphy Director * Mark E. Nunnelly Director * Carl Redfield Director * Richard J. Santagati Director * Ralph C. Sillari Director * Scott M. Sperling Director * Ralph S. Troupe Director * By /s/ Robert J. Fabbricatore - -------------------------------- Robert J. Fabbricatore Attorney-in-Fact II-3 EXHIBIT INDEX Exhibit No. Description - ---------- ------------------------------------------------------------- 4.1 CTC Communications Group, Inc. 2000 Flexible Stock Plan.* 4.2 CTC Communications Group, Inc. 1999 Equity Incentive Plan** for Non-Employee Directors. 5 Opinion of Law Offices of Leonard R. Glass, P.A. as to the legality of the shares being registered.+ 23.1 Consent of Law Offices of Leonard R. Glass, P.A., (contained in Exhibit 5 hereto) 23.2 Consent of Ernst & Young LLP.+ 24.1 Powers of Attorney.+ - ------- + Filed electronically herewith. * Incorporated by reference to Exhibit 4.1 filed as part of the Registrant's Registration Statement on Form S-8 (File No. 333-44002) effective August 17, 2000. ** Incorporated by reference to Exhibit 4.1 filed as part of the Registrant's Registration Statement on Form S-8 (File No. 333-93735) effective December 29, 1999. EX-5 3 lll.txt Exhibit 5 LAW OFFICES OF LEONARD R. GLASS, P.A. 45 Central Ave. P.O. Box 579 Tenafly, New Jersey 07670-0579 (201) 894-9300 June 3, 2002 CTC Communications Group, Inc. 220 Bear Hill Rd. Waltham MA 02451 Re: Registration Statement on Form S-8 Under the Securities Act of 1933 (the "Act") 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 (as to 750,000 shares) and the 1999 Equity Incentive Plan for Non-Employee Directors (as to 250,000 shares) (collectively, the "Plans" and "Shares"). 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 Plans. It is our opinion that the Shares, when issued and sold in the manner described in and required by the Plans, 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. By giving the foregoing consent, we do not admit that we are persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Law Office of Leonard R. Glass, P.A. LAW OFFICES OF LEONARD R. GLASS, P.A. EX-23.2 4 eee.txt Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2000 Flexible Stock Plan and the 1999 Equity Incentive Plan for Non-Employee Directors of CTC Communications Group, Inc. of our report dated February 15, 2002, except for Note 6 and the last paragraph of Note 7, as to which the date is March 6, 2002, with respect to the consolidated financial statements and schedule of CTC Communications Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. \s\Ernst & Young LLP Boston, Massachusetts May 29, 2002 EX-24.1 5 fff.txt Exhibit 24.1 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 this Registration Statement on Form S-8 relating to the 2000 Flexible Stock Plan and 1999 Equity Incentive Plan for Non-Employee Directors and 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. IN WITNESS HEREOF, each of the undersigned has subscribed his or her name as of the 23rd day of May 2002. SIGNATURE TITLE - --------- ------ /s/Katherine D. Courage Katherine D. Courage Director /s/ Henry Hermann Henry Hermann Director /s/ Kevin J. Maroni Kevin J. Maroni Director /s/ J. Richard Murphy J. Richard Murphy Director /s/ Mark E. Nunnelly Mark E. Nunnelly Director /s/ Carl Redfield Carl Redfield Director /s/ Richard J. Santagati Richard J. Santagati Director /s/ Ralph C. Sillari Ralph C. Sillari Director /s/ Scott M. Sperling Scott M. Sperling Director /s/ Ralph S. Troupe Ralph S. Troupe Director -----END PRIVACY-ENHANCED MESSAGE-----