-----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, O0KcF+0FFOjyUx4wyCG71J7/BI1KUoZ3FYgNoNNJ4psM3o1EBoLPhLwPmJxsOT8m SS4857egPlRfieozY9vM4g== 0000950123-98-007269.txt : 19980810 0000950123-98-007269.hdr.sgml : 19980810 ACCESSION NUMBER: 0000950123-98-007269 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980807 EFFECTIVENESS DATE: 19980807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRAN CORP CENTRAL INDEX KEY: 0000718487 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 042729372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60965 FILM NUMBER: 98679681 BUSINESS ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083472261 S-8 1 SPECTRAN CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPECTRAN CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2729372 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 50 HALL ROAD, STURBRIDGE, MASSACHUSETTS 01566 (Address of Principal Executive Offices) (Zip code) 1991 INCENTIVE STOCK OPTION PLAN (Full Title of Plan) CHARLES B. HARRISON SPECTRAN INDUSTRIAL PARK 50 HALL ROAD STURBRIDGE, MASSACHUSETTS 01566 (Name and Address of agent for service) 508-347-2261 (Telephone number, including area code, or agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount maximum maximum Amount of Title of securities to be offering price aggregate registration to be registered registered per unit (1) offering price fee ---------------- ---------- ------------ -------------- ------------ Common Stock, 830,000 $5.281 $4,383,230 $1,293.05 par value $.10
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based on the average high and low prices of the Company's Common Stock as reported on the National Association of Securities Dealers Automated Quotation System on August 4, 1998. 2 This Registration Statement is being filed pursuant to General Instruction E of Form S-8 to register additional shares of SpecTran Corporation Common Stock in connection with its 1991 Stock Option Plan. Pursuant thereto, the Registrant's Registration Statement on Form S-8 filed March 23, 1992, SEC File No. 33-46581, is hereby incorporated by reference. ITEM 8. EXHIBITS Exhibit Sequential Page Number Number - -------------------------------------------------------------------------------- 4 - SpecTran Corporation 1991 Incentive Stock Option Plan, as filed as Exhibit 4(b) to the Registrant's Registration Statement on Form S-8 filed March 23, 1992 (SEC File No. 33-46581) is incorporated herein by reference. 5 - Opinion of Nordlicht & Hand, counsel for the Company. 23(a) - Consent of KPMG Peat Marwick. 23(b) - Consent of Nordlicht & Hand, contained in opinion of counsel filed as Exhibit 5. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that he 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 Sturbridge, State of Massachusetts on July 29, 1998. SPECTRAN CORPORATION (Registrant) By: /s/ Charles B. Harrison -------------------------------------- Charles B. Harrison, President 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 and on the dates indicated. Name Title Date - ---- ----- ---- /s/ Charles B. Harrison July 29, 1998 - ------------------------------- Charles B. Harrison President, Chief Executive Officer, and Director (Principal Executive Officer) /s/ Raymond E. Jaeger July 29, 1998 - ------------------------------- Dr. Raymond E. Jaeger Chairman of the Board of Directors /s/ Bruce A. Cannon July 29, 1998 - ------------------------------- Bruce A. Cannon Chief Financial Officer, Senior Vice President, Secretary, Treasurer, and Director(Principal Financial Officer) /s/ John E. Chapman July 29, 1998 - ------------------------------- John E. Chapman Senior Vice President and Director /s/ Paul D. Lazay July 29, 1998 - ------------------------------- Paul D. Lazay Director 3 4 July 29, 1998 - ------------------------------- Ira S. Nordlicht Director /s/ Richard M. Donofrio July 29, 1998 - ------------------------------- Richard M. Donofio Director /s/ Lily K. Lai July 29, 1998 - ------------------------------- Dr. Lily K. Lai Director /s/ Robert A. Schmitz July 29, 1998 - ------------------------------- Robert A. Schmitz Director 4 5 EXHIBIT INDEX ------------- 4 - SpecTran Corporation 1991 Incentive Stock Option Plan, as filed as Exhibit 4(b) to the Registrant's Registration Statement on Form S-8 filed March 23, 1992 (SEC File No. 33-46581) is incorporated herein by reference. 5 - Opinion of Nordlicht & Hand, counsel for the Company. 23(a) - Consent of KPMG Peat Marwick. 23(b) - Consent of Nordlicht & Hand, contained in opinion of counsel filed as Exhibit 5. EX-5 2 OPINION OF NORDLICHT & HAND COUNSEL FOR THE CO. 1 Exhibit 5 NORDLICHT & HAND Counsellors at Law Olympic Tower 645 Fifth Avenue New York, New York 10022 August 7, 1998 SpecTran Corporation SpecTran Industrial Park 50 Hall Road Sturbridge, MA 01566 Re: Registration Statement on Form S-8 Dear Sirs: We have acted as Counsel to SpecTran Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a registration statement (the "Registration Statement") on Form S-8 to be filed by the Company under the Securities Act of 1933, as amended to register 830,000 shares of Common Stock of the Company, par value $.10 per share (the "Shares"). In such capacity, we have examined the Company's Certificate of Incorporation, Bylaws, the form of certificate for the Shares and such records, documents, statutes and decisions as we have deemed relevant. On the basis of such examination, we advise you that, in our opinion, the Shares, when issued in accordance with the terms of the Registration Statement against payment of the purchase price therefor, will be validly issued, fully paid and non-assessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption of "Legal Counsel" in the Prospectus and reference to us under the caption "Counsel" in the Registration Statement. Very truly yours, /s/ Nordlicht & Hand Nordlicht & Hand EX-23.A 3 CONSENT OF KPMG PEAT MARWICK 1 Exhibit 23(a) INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors SpecTran Corporation We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Boston, Massachusetts August 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----