-----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, P9DDlMNn4bJICYaqbQIHlVqNGtTnQlkvdkdYJwAACoDiN0LfEW7M/cXAp5hDmayG SG2nu7ZZxwA5/gZ6GMLXZA== 0000903893-97-000925.txt : 19970701 0000903893-97-000925.hdr.sgml : 19970701 ACCESSION NUMBER: 0000903893-97-000925 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES FAIRCHILD INC CENTRAL INDEX KEY: 0000817632 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 870424558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30299 FILM NUMBER: 97632249 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: STE 104 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 8602582474 MAIL ADDRESS: STREET 1: 100 GREAT MEADOW ROAD SUITE 104 STREET 2: 100 GREAT MEADOW ROAD SUITE 104 CITY: WETHERSFIELD STATE: CT ZIP: 06109 FORMER COMPANY: FORMER CONFORMED NAME: SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP /CT DATE OF NAME CHANGE: 19960430 FORMER COMPANY: FORMER CONFORMED NAME: SHARED TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1997 REGISTRATION NO. 33-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- SHARED TECHNOLOGIES FAIRCHILD INC. ------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 87-0424558 - --------------------------------- ------------------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 100 GREAT MEADOW ROAD, WETHERSFIELD, CONNECTICUT 06109 ------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 1994 DIRECTOR OPTION PLAN ------------------------- (FULL TITLE OF PLAN) ANTHONY D. AUTORINO CHAIRMAN AND CHIEF EXECUTIVE OFFICER SHARED TECHNOLOGIES FAIRCHILD INC. 100 GREAT MEADOW ROAD WETHERSFIELD, CONNECTICUT 06109 -------------------------------------------------------------- (NAME AND ADDRESS, INCLUDING ZIP CODE, OF AGENT FOR SERVICE) (860) 258-2400 -------------------------------------------------------------- (TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE) COPIES TO: MARIANNE GILLERAN, ESQ. GADSBY & HANNAH LLP 225 FRANKLIN STREET BOSTON, MASSACHUSETTS 02110 (617) 345-7000 CALCULATION OF REGISTRATION FEE -------------------------------
- ----------------------- --------------------- ---------------------- --------------------- --------------------- Title of each class Proposed maximum Proposed maximum of securities to be Amount to be offering price per aggregate offering Amount of registered registered share (*) price (*) registration fee - ----------------------- --------------------- ---------------------- --------------------- --------------------- Common Stock, $.004 par value per share 250,000 $6.22 $1,294,800 $392.36 - ----------------------- --------------------- ---------------------- --------------------- ---------------------
*Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended, based upon (i) $6.22, the average of the high and low prices as reported by the National Association of Securities Dealers Automated Quotation System National Market System for June 20, 1997 as to 70,000 shares; (ii) $4.38 per share as to 95,000 shares; (iii) $5.75 per share as to 20,000 shares; (iv) $4.13 per share as to 5,000 shares, (v) $5.63 per share as to 30,000 shares, (vi) $4.75 per share as to 15,000 shares and (vii) $4.50 per share as to 15,000 shares, as to which options are outstanding. The date of this Registration Statement is June 27, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by Shared Technologies Fairchild Inc. (the "Company") are incorporated in this registration statement by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the Company's Common Stock contained in its Form 8-A dated December 8, 1988 filed with the Commission on December 28, 1988, including any amendment or report filed for the purpose of updating such description. All reports and other documents filed by the Company 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 hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such materials can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subsection (a) of Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 145 further provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of such Section 145 or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. It also provides that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled, and it empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under Section 145. Article Seventh of the Certificate of Incorporation of the Company provides that, to the fullest extent that the General Corporation Law of Delaware permits, no director shall be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of Article Seventh of the Certificate of Incorporation of the Company shall apply to or have any effect on the liability or alleged liability II-2 of any director of the Company for or with respect to any acts or omissions of such director occurring prior to such amendment. The Company has purchased directors' and officers' liability insurance in the amount of $10,000,000 covering liabilities incurred by its officers and directors in connection with the performance of their duties. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 4.1 1994 Director Option Plan. 4.2 Restated Certificate of Incorporation of the Company. Incorporated by reference to the Company's Form 8-K Current Report filed March 28, 1996 (File No. 0-17366). 4.3 Amended and Restated Bylaws of the Company. Incorporated by reference to the Company's Form 8-K Current Report filed March 28, 1996 (File No. 0-17366). 5 Opinion of Gadsby & Hannah LLP as to legality of shares. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Gadsby & Hannah LLP (included in Exhibit 5). 24 Powers of Attorney. - -------- ITEM 9. UNDERTAKINGS. The Company hereby undertakes: (a) 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, represent a fundamental change in the information set forth in the registration statement; and (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 sections (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those sections 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 the registration statement; (b) that, for purposes 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; and (c) 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. II-3 The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company'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 Exchange Act of 1934) that is incorporated by reference in this 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 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the Delaware General Laws, the Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company, or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 hereunder, the Company 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 Company 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 Wethersfield, State of Connecticut, on June 27, 1997. SHARED TECHNOLOGIES FAIRCHILD INC. By /s/ Anthony D. Autorino ----------------------------------------- Anthony D. Autorino, Chairman 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 date indicated.
Signature Title Date --------- ----- ---- /s/ Anthony D. Autorino Chairman, Principal Executive June 27, 1997 - ------------------------------------ Officer and Director Anthony D. Autorino /s/ Thomas H. Decker Director June 27, 1997 - ------------------------------------- Thomas H. Decker /s/ William A. DiBella Director June 27, 1997 - -------------------------------------- William A. DiBella Director - ------------------------------------- Natalia Hercot Director - ------------------------------------- Donald E. Miller /s/ Mel D. Borer President, Chief Operating Officer - ------------------------------------- and Director June 27, 1997 Mel D. Borer /s/ Ajit G. Hutheesing Director June 27, 1997 - --------------------------------------- Ajit G. Hutheesing /s/ Vincent DiVincenzo Senior Vice President, Treasurer, - --------------------------------------- Principal Financial and Accounting Vincent DiVincenzo Officer, and Director June 27, 1997 /s/ Jo McKenzie Director June 27, 1997 - ------------------------------------------ Jo McKenzie Vice Chairman and Director - ------------------------------------------- Jeffrey J. Steiner
EX-4.1 2 1994 DIRECTOR OPTION PLAN EXHIBIT 4.1 EXHIBIT 4.1 ----------- SHARED TECHNOLOGIES FAIRCHILD, INC. 1994 DIRECTOR OPTION PLAN 1. PURPOSE The purpose of this 1994 Director Option Plan (The "Plan") of Shared Technologies Fairchild, Inc., a Delaware corporation (the "Company"), is to encourage ownership in the Company by outside directors of the Company whose continued services are considered essential to the Company's future progress and to provide them with a further incentive to remain as directors of the Company. 2. ADMINISTRATION The Board of Directors shall supervise and administer the Plan. Grants of stock options under the Plan and the amount and nature of the awards to be granted shall be automatic and nondiscretionary in accordance with Section 5. However, all questions of interpretation of the Plan or of any options issued under it shall be determined by the Board of Directors and such determination shall be final and binding upon all persons having an in interest in the Plan. 3. DIRECTORS ELIGIBLE FOR PARTICIPATION Each director of the Company who is not an employee of the Company or any Subsidiary, or affiliate of the Company shall be eligible to participate in the Plan. 4. STOCK SUBJECT TO THE PLAN (a) The maximum number of shares which may be issued under the Plan shall be 250,000 shares of the Company's Common Stock, $.004 par value per share ("Common Stock") (b) If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexcercised portion of such option shall again become available for grant pursuant to the Plan. (c) All options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended to date and as may be amended from time to time (the "Code"). 5. TERMS, CONDITIONS AND FORM OF OPTIONS Each option granted under the Plan shall be evidenced by a written agreement in such form as the Board of Directors -2- shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions. (a) Option Grant Dates. Each eligible director, including a director serving in that capacity on the effective date of the Plan, will automatically receive an option to purchase 15,000 thousand shares for each three-year term to which he or she is elected, issuable as of the date of election. Each eligible director who received a one-time option grant on September 22, 1994 who is elected to a new term as a director in 1995 or 1996 shall receive upon such reelection a grant of an option for 5,000 or 10,000 options, respectively. In the event that an eligible director becomes a director by filling a vacancy on the Board of Directors, then such director shall receive an option grant in an amount pro rated for the remaining term of vacancy being filled. All options granted shall vest at the rate of one-third per year for grants of 15,000 options and, for any pro-rata grants, such pro-rata amounts of less than 5,000 options shall vest upon the later of (i) six months after the date of grant, or (ii) the next annual election of directors by the Company's stockholders. (b) Option Exercise Price. The option exercise price per share for each option granted under the Plan shall be equal: (i) if the Common Stock is then traded on the over-the-counter market the closing bid ask price for the shares of Common Stock in such over-the-counter market for the last date preceding the date of grant, or otherwise for the last date on which there was a sale of such Common Stock in such market, (ii) if the Common Stock is then listed on a national securities exchange, the closing bid price per share for the last date preceding the date of grant, or otherwise for the last date on which there was a sale of such Common Stock on such exchange, or (iii) if, on the relevant date, the Common Stock is not publicly traded or reported as described in (i) or (ii), the value determined in good faith by the Board of Directors. (c) Options Non-Transferable. Each option granted under the Plan by its terms shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by him. No option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process. (d) Exercise Period. Each option may be exercised fully, once vested, provided that, subject to the provisions of Section 5(e), no option may be exercised more than ninety (90) days after the optionee ceases to serve as a director of the Company. No option shall be exercisable after the expiration of ten (10) years from the date of grant or prior -3- to approval of the Plan by the stockholders of the Company, whichever is earlier. (e) Exercise Period Upon Disability or Death. Notwithstanding the provisions of Section 5(d), any option granted under the Plan: (i) may be exercised in full by an optionee who becomes disabled (within the meaning of Section 22(e)(3) of the Code or any successor provision thereto) while serving as a director of the Company, or (ii) may be exercised (x) in full upon the death of an optionee while serving as a director of the Company, or (y) to the extent then exercisable upon the death of an optionee within ninety (90) days of ceasing to serve as a director of the Company, by the person to whom it is transferred by will, by the laws of descent and distribution, or by written notice filed pursuant to Section 5(h); in such case within six months (or such longer period as may be determined by the Board of Directors in its sole discretion) after the date the optionee ceases to be such a director, provided, that in no option shall be exercisable after the expiration of ten (10) years from the date of grant. (f) Exercise Procedure. Options may be exercised only by written notice to the Company at its principal office accompanied by payment of the full consideration for the shares as to which they are exercised. (g) Payment of Purchase Price. Options granted under the Plan may provide for the payment of the exercise price (i) by delivery of cash (or cash equivalent) in an amount equal to the exercise price of such options or, (ii) to the extent provided in the applicable option agreement, by delivery to the Company of shares of Common Stock then owned by the optionee having a fair market value equal in amount to the exercise price of the options being exercised, or (iii) by any combination of such methods of payment. The fair market value of any shares of Common Stock or other non-cash consideration which may be delivered upon exercise of an option shall be determined by the Board of Directors. (h) Exercise by Representative Following Death of Director. A director, by written notice to the Company, may designate one or more persons (and for time to time change such designation) including his legal representative, who, by reason of his death, shall acquire the right to exercise all or a portion of the option. If the person or persons so -4- designated wish to exercise all or a portion of the option, they must do so within the term of the option as provided herein. Any exercise by a representative shall be subject to the provisions of the Plan. 6. ASSIGNMENTS The rights and benefits under the Plan may not be assigned except for the designation of a beneficiary as provided in Section 5. 7. LIMITATION OF RIGHTS (a) No Right to Continue as a Director. Neither the Plan, nor the granting of an option not any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a director for any period of time. (b) No Stockholders' Right for Options. An optionee shall have no rights as a stockholder with respect to the shares covered by his options until the date of the issuance to him of a stock certificate therefor, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such certificate is issued. 8. CHANGES IN CAPITAL STOCK. (a) If (x) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company, or (y) additional shares of Common Stock or new or different shares of Common Stock or other securities of the Company or other non-cash assets are distributed with respect to such shares or other securities, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction with respect to such shares or other securities, an appropriate and proportionate adjustment shall be made in (i) the maximum number and kind of shares reserved for issuance under the Plan, and (ii) the number and kind of shares or other securities subject to any then outstanding options under the Plan, and (iii) the price for each share subject to any then outstanding options under the Plan without changing the aggregate purchase price for each share subject to any then outstanding options under the Plan, without changing the aggregate purchase price as to which such options remain exercisable. No fractional shares will be issued under the Plan on account of any such adjustments. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 8 if such adjustment would cause the Plan to fail to comply with Rule 16b-3 or any -5- successor rule promulgated pursuant to Section 16 of the Securities Exchange Act of 1934. (b) In the event that the Company is merged or consolidated into or with another corporation (in which consolidation or merger, the stockholders of the Company receive distributions of cash or securities of another issuer as a result thereof), or in the event that all or substantially all of the assets of the Company are acquired by any other person or entity, or in the event of a reorganization or liquidation of the Company, the Board of Directors of the Company, or the Board of Directors of any corporation assuming the obligations of the Company, shall, as to outstanding options, take one or more of the following actions,(i) provide that such options shall be assumed, or equivalent options shall be substituted , by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the optionees, provide that all unexercised options will terminate immediately prior to the consummation of each transaction unless exercised by the optionee within a specified period following the date of such notice, or (iii) if, under the terms of a merger transaction, holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the merger (the "Merger Price"), make or provide for a cash payment to the optionees equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to such outstanding options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding options in exchange for the termination of such options. 9. AMENDMENT OF THE PLAN The Board of Directors may suspend or discontinue the Plan or review or amend it in any respect whatsoever, provided, however that without approval of the stockholders of the Company no revision or amendment shall change the number of shares subject to the Plan or the number of shares issuable to any director of the Company under the Plan (except as provided in Section 8), change the designation of the class of any directors eligible to receive options, or materially increase the benefits accruing to participants under the Plan. The Plan may not be amended more than once in any six-month period. 10. WITHHOLDING Prior to issuance of shares of Common Stock upon exercise of an Option, the Optionee shall pay or make adequate provision for any federal or local taxes or any kind required by law to be withheld by the Company with respect to any shares issued upon exercise of options under the Plan. -6- 11. EFFECTIVE DATE AND DURATION OF THE PLAN (a) Effective Date. The Plan shall become effective when adopted by the Board of Directors and approved by the Company's stockholders. Amendments to the Plan not requiring stockholder approval shall become effective when adopted by the Board of Directors; amendments requiring stockholder approval shall become effective when adopted by the Board of Directors, amendments requiring stockholder approval shall become effective when adopted by the Board of Directors, but no option granted after the date of such amendment shall become exercisable (to the extent that such amendment to the Plan was required to enable the Company to grant such option to a particular optionee) unless and until such amendment shall have been approved by the Company's stockholders. If such stockholder approval is not obtained within twelve months of the Board's adoption of such amendment, any options granted on or after the date of such amendment shall terminate to the extent that such amendment to the Plan was required to enable the Company to grant such option to a particular optionee. (b) Termination. Unless sooner terminated in accordance with Section 9, the Plan shall terminate upon the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board of Directors. 12. COMPLIANCE WITH RULE 16b-3 Transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor promulgated pursuant to Section 16 of the Securities Exchange Act of 1934. To the extent any provision of the Plan or action by the Board of Directors in administering the Plan fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board of Directors. 13. GOVERNING LAW The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware. 14. SUCCESSORS AND ASSIGNS This Plan shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon an optionee, and all rights granted to the Company hereunder, shall be binding upon the optionee's heirs, legal representatives and successors. -7- 15. ENTIRE AGREEMENT This Plan and the written agreement with respect to each option granted under this Plan constitute the entire agreement with respect to the subject matter hereof and thereof, provided that in the event of any inconsistency between the Plan and such written agreement, the terms and conditions of this Plan shall control. EX-5 3 OPINION EXHIBIT 5 EXHIBIT 5 --------- Gadsby & Hannah LLP 225 Franklin Street Boston MA 02110 June 27, 1997 Board of Directors Shared Technologies Fairchild Inc. 100 Great Meadow Road Wethersfield, Connecticut 06109 Gentlemen and Ms. Hercot: You have requested our opinion, as counsel to Shared Technologies Fairchild Inc. (the "Company"), with respect to certain matters in connection with a proposed offering of 250,000 shares of the Company's Common Stock, $.004 par value (the "Shares"), by the Company, pursuant to options granted and to be granted under the Company's 1994 Director Option Plan (the "Plan"). The offering is to be made pursuant to a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on or about June 27, 1997 (the "Registration Statement"). In rendering this opinion we have reviewed, among other documents, the Plan documents, the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended to date, and certifications as to the proceedings of the Company's stockholders and Board of Directors relating to the authorization and issuance of the Shares. We have also considered such statutes, rules and regulations as we have deemed relevant for the purposes hereof. Based on the foregoing, it is our opinion that: 1. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. The Shares to be sold by the Company, when issued and sold pursuant to the Plan and options granted thereunder, will be legally authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Gadsby & Hannah LLP EX-23.1 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.1 EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 7, 1997 included (or incorporated by reference) in the Shared Technologies Fairchild Inc. Annual Report on Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Washington, D.C. June 25, 1997 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 Exhibit 24 ---------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Anthony D. Autorino and Vincent DiVincenzo, individually, his attorneys-in-fact, with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 said attorneys-in-fact, or their respective substitutes, may do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- /s/ Anthony D. Autorino Chairman, Principal Executive June 27, 1997 - ------------------------------------ Anthony D. Autorino Officer and Director /s/ Thomas H. Decker Director June 27, 1997 - ------------------------------------- Thomas H. Decker /s/ William A. DiBella Director June 27, 1997 - -------------------------------------- William A. DiBella Director - -------------------------------------- Natalia Hercot Director - -------------------------------------- Donald E. Miller /s/ Mel D. Borer President, Chief Operating Officer - -------------------------------------- and Director June 27, 1997 Mel D. Borer /s/ Ajit G. Hutheesing Director June 27, 1997 - --------------------------------------- Ajit G. Hutheesing /s/ Vincent DiVincenzo Senior Vice President, Treasurer, - -------------------------------------- Principal Financial and Accounting Vincent DiVincenzo Officer, and Director June 27, 1997 /s/ Jo McKenzie Director June 27, 1997 - ------------------------------------------ Jo McKenzie Vice Chairman and Director - ------------------------------------------- Jeffrey J. Steiner
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