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.