Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
TELCO COMMUNICATIONS GROUP, INC.
(Exact name of Registrant as specified in its charter)
VIRGINIA
(State or other jurisdiction of incorporation or organization)
54-1674283
(I.R.S. Employer Identification No.)
4219 LAFAYETTE CENTER DRIVE
CHANTILLY, VIRGINIA 20151 20151
(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full title of the plan)
DONALD A. BURNS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TELCO COMMUNICATIONS GROUP, INC.
4219 LAFAYETTE CENTER DRIVE
CHANTILLY, VIRGINIA 20151
(Name and address of agent for service)
(703) 631-5600
(Telephone number, including area code, of agent for service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
MORRIS F. DEFEO, JR., ESQ.
SWIDLER & BERLIN, CHARTERED
3000 K STREET, N.W.
WASHINGTON, DC 20007-5116
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee(2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 7,500,000 Shares $16.375 $122,812,500 $37,216
- ------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h), based on the average of the high and low prices
of the Common Stock on November 22, 1996, as reported on the consolidated reporting
system for the Nasdaq National Market.
(2) A filing fee of $39,489 was paid by the Registrant on November 22, 1996,
based on the average high and low prices of the Common Stock on November
14, 1996, in connection with the attempted filing hereof on that date.
/TABLE
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the information required by Part I of Form S-8
is incorporated by reference in the reoffer prospectus which follows (the
"Reoffer Prospectus"). The Reoffer Prospectus, together with the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement (the "Registration Statement"), constitutes the Section 10(a)
Prospectus.
REOFFER PROSPECTUS
The material which follows, up to but not including the beginning of Part
II of this Registration Statement, constitutes a prospectus prepared in
accordance with the applicable requirements of Part I of Form S-3 and General
Instruction C to Form S-8, to be used in connection with resales of securities
acquired under the Telco Communications Group, Inc. Amended and Restated 1994
Stock Option Plan.<PAGE>
<PAGE>2
REOFFER PROSPECTUS
7,500,000 SHARES
COMMON STOCK
(No Par Value)
TELCO COMMUNICATIONS GROUP, INC.
_________________
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
__________________
This Reoffer Prospectus relates to the offering by Telco Communications
Group, Inc. (the "Company") of up to 7,500,000 shares of the Company's common
stock, no par value (the "Common Stock" or the "Shares"), purchasable pursuant
to the Company's Amended and Restated 1994 Stock Option Plan (the "Plan"). As
of September 30, 1996, 3,485,678 Shares were subject to outstanding options
under the Plans, and 4,014,322 Shares remained available for grant of
options.
________________________
This Reoffer Prospectus may be used by persons who are affiliates (as
that term is defined under the Securities Act of 1933) of the Company, to
effect resales of the Shares. See "Selling Shareholders." The Company will
receive no part of the proceeds of any such sales.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_________________________
No person is authorized to give any information or to make any
representation not contained in this Reoffer Prospectus in connection with the
offer made hereby, and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company. The
delivery of this Reoffer Prospectus at any time does not imply that the
information herein is correct as of any time subsequent to the date hereof.
The expenses of preparing and filing the Registration Statement of which this
Reoffer Prospectus is a part are being borne by the Company.
_________________________
The date of this Reoffer Prospectus is November 20, 1996
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AVAILABLE INFORMATION
The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including Sections 14(a) and 14(c) relating to proxy and information
statements, and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission"). Reports and
other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates or may be electronically accessed at the Web site maintained by the
Commission (http://www.sec.gov). The Company's common stock is traded on the
NASDAQ National Market under the symbol "TCGX." Reports, proxy and
information statements may be inspected at NASDAQ's offices, 1735 K Street,
N.W., Washington, D.C. 20006.
The Company furnishes annual reports to its shareholders which include
audited financial statements. The Company may furnish quarterly financial
statements to shareholders and such other reports as may be authorized, from
time to time, by the Company's Board of Directors (the "Company Board").
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into this Reoffer
Prospectus, either in whole or in part. The Company will provide without
charge to each person to whom a Reoffer Prospectus is delivered, upon written
or oral request of such person, (i) a copy of any and all of the information
that has been incorporated by reference (not including exhibits to the
information unless such exhibits are specifically incorporated by reference
into the information), and (ii) a copy of all documents and information
required to be delivered to the Company's employees pursuant to Rule 428(b).
Requests for such information shall be addressed to the Company at 4219
Lafayette Center Drive, Chantilly, Virginia 20151.
TABLE OF CONTENTS
Introduction...........................................................1
Selling Shareholders...................................................1
Method of Sale.........................................................1
Description of the Plan................................................2
Applicable Securities Law Restrictions.................................4
Certain United States Federal Income Tax Consequences..................5
Legal Matters..........................................................6
Experts................................................................6
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INTRODUCTION
The Company is a rapidly growing switch-based provider of domestic and
international long distance telecommunication services primarily to
residential customers in the United States. Substantially all of the
Company's customers access its network by dialing a unique carrier
identification code before dialing the number they are calling. The Company
markets its long distance services under two brands, Dial & Save and the Long
Distance Wholesale Club, and prices its services at a discount to the basic "1
plus" rates offered by the three major long distance carriers. The Company's
strategy is to achieve continued growth by providing a broad array of
competitively priced long distance services.
The Company's executive offices are located at 4219 Lafayette Center
Drive, Chantilly, Virginia 20151, and the telephone number is (703) 631-5600.
SELLING SHAREHOLDERS
This Reoffer Prospectus relates to possible sales by directors, officers
and key employees of the Company as indicated below of Shares they acquire, or
have acquired, through exercise of options granted under the Plan. The names
of officers and key employees who may be selling shareholders from time to
time are listed below. The names of officers, key employees and affiliates
who may offer Shares for resale in the future, along with the number of Shares
which may be sold by each such person from time to time, will be updated in
supplements to this Reoffer Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act"). All Selling Shareholders are directors,
executive officers or employees of the Company. The address of each Selling
Shareholder is the same as the Company's address.
Maximum Number of Shares Which
Name of Selling Shareholder May be Sold upon Exercise of Options
--------------------------- ------------------------------------
Bryan Rachlin 725,730
Natalie Marine-Street 767,972
METHOD OF SALE
Sales of Shares offered by this Reoffer Prospectus will be made on the
NASDAQ National Market, where the Company's Common Stock is included for
quotation, or in other markets where the Company's Common Stock is traded, or
in negotiated transactions. Sales may involve payment of brokers' commissions
by selling shareholders. There is no present plan of distribution. Until
such time as the Registrant satisfies the requirements for use of Form S-3,
the amount of securities to be reoffered or resold by means of the Reoffer
Prospectus, by each person, and any other person with whom he or she is acting
in concert for the purpose of selling securities of the Registrant, may not
exceed, during any three-month period, the amount specified in Securities Act
Rule 144(e).
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DESCRIPTION OF THE PLAN
In April 1996, the Company Board adopted and the shareholders of the
Company approved the Plan, which provides for the grant to officers, key
employees and directors of the Company and its subsidiaries of options to
purchase Shares. The options granted pursuant to the Plan include both
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and stock options that are
non-qualified for federal income tax purposes. The total number of Shares for
which options may be granted pursuant to the Plan and the maximum number of
Shares for which options may be granted to any person is 7,500,000 Shares,
subject to certain adjustments reflecting changes in the Company's
capitalization. The Plan is administered by the Compensation Committee of the
Company Board. The Compensation Committee determines, among other things,
which officers, employees and directors will receive options under the Plan,
the time when options will be granted, the type of options (incentive stock
options, non-qualified stock options, or both) to be granted, the number of
Shares subject to each option, the time or times when the options will become
exercisable, and, subject to certain conditions discussed below, the option
price and duration of the options. Members of the Compensation Committee will
not be eligible to receive discretionary options under the Plan, but are
entitled to receive options as directors.
The exercise price of incentive stock options will be determined by the
Compensation Committee, but may not be less than the fair market value of the
Common Stock on the date of grant and the term of any such option may not
exceed ten years from the date of grant. With respect to any participant in
the Plan who owns stock representing more than 10% of the voting power of all
classes of the outstanding capital stock of the Company or of its
subsidiaries, the exercise price of any incentive stock option may not be less
than 110% of the fair market value of such Shares on the date of grant and the
term of such option may not exceed five years from the date of grant.
The exercise price of non-qualified stock options will be determined by
the Compensation Committee on the date of grant. In the case of non-qualified
stock options granted on or before the earliest of (i) the expiration of the
Plan; (ii) the material modification of the Plan; (iii) the issuance of all
stock allocated under the Plan; or (iv) the first meeting of shareholders at
which directors are elected occurring after the close of the third calendar
year following 1996 (the "Reliance Period"), the exercise price of such
options may not be less than fifty percent (50%) of the fair market value of
the Common Stock on the date of grant. In either case, the term of such
options may not exceed ten years from the date of grant.
Payment of the option price may be made in cash or, with the approval of
the Compensation Committee, in Shares having an aggregate fair market value
equal to the option exercise price. Options granted pursuant to the Plan are
not transferable, except by will or the laws of descent and distribution.
During an optionee's lifetime, the option is exercisable only by the optionee.
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<PAGE> 6
The Compensation Committee has the right at any time and from time to
time to amend or modify the Plan, without the consent of the Company's
shareholders or optionees; provided, that no such action may adversely affect
options previously granted without the optionee's consent, and
provided further that no such action, without the approval of a majority of
the shareholders of the Company, may increase the total number of Shares which
may be purchased pursuant to options under the Plan, increase the total number
of Shares which may be purchased pursuant to options under the Plan by any
person, expand the class of persons eligible to receive grants of options
under the Plan, decrease the minimum option price, extend the maximum term of
options granted under the Plan, extend the term of the Plan or change the
performance criteria on which the granting of options is based. The
expiration date of the Plan, after which no option may be granted thereunder,
is June 12, 2006.
As of September 30, 1996, options to purchase an aggregate of
3,485,678 Shares had been granted to 53 individuals under the Plan, which are
exercisable at prices ranging from $.67 to $17.25 per Share, excluding
649,198 Shares issued upon exercise of options by Mr. Rachlin on June 21, 1996
at a weighted average exercise price of $0.44 per Share, 169,575 Shares issued
upon exercise of options by Ms. Marine-Street at an exercise price of $1.76
per Share concurrently with the Company's initial public offering on August 9,
1996 (the "Initial Public Offering"), which Shares were not sold in the
Initial Public Offering, and 59,378 Shares issued to certain officers and key
employees pursuant to options that were exercised concurrently with the
Initial Public Offering at a weighted average exercise price of $2.12 per
Share, and a total of 4,014,322 Shares were available for future grants. Such
options were granted between July 3, 1994 and September 23, 1996 and expire
ten years from the date of grant. The Company determined the fair value of
its Common Stock at the date of grant for the purpose of determining the
exercise price of the options granted pursuant to the Plan. As a result, the
Company has not recognized compensation expense with respect to any option
grants because option exercise prices reflect the fair value at the respective
option grant dates. Shares subject to options granted under the Plan that
have lapsed or terminated may again be subject to options granted under the
Plan.
Prior to June 21, 1996, Mr. Rachlin held options to purchase 725,730
Shares, which were granted to him on July 3, 1994 and on October 1, 1995. The
latter options represented options to purchase shares in a predecessor company
which were converted into options to purchase Shares on April 1, 1996. On
June 21, 1996, Mr. Rachlin exercised options to purchase 649,198 Shares at a
weighted average exercise price of $0.44 per Share.
Concurrently with the Initial Public Offering on August 9, 1996, certain
executive officers and key employees exercised options to purchase an
aggregate of 59,378 Shares and sold such Shares in the Initial Public
Offering. The number of Shares purchased upon the exercise of options, the
exercise price of the options and the date the options were granted are as
follows: Mark J. Stodter exercised options to purchase 7,817 Shares at an
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<PAGE>7
exercise price of $1.85 per Share, which were granted to him on December 30,
1994; James Sznajder exercised options to purchase 1,876 Shares at an exercise
price of $2.51 per Share, which were granted to him on April 1, 1996; Dennis
Jarman exercised options to purchase 4,166 Shares at an exercise price of
$0.67 per Share, which were granted to him on April 1, 1996; Ms. Marine-Street
exercised options to purchase 198,903 Shares (of which 29,328 were sold in the
Initial Public Offering) at an exercise price of $1.76 per Share, which were
granted to her on November 30, 1994; and Janet D. Anastasi exercised options
to purchase 16,191 Shares at $3.23 per Share, which were granted to her on
September 1, 1995. The proceeds received by the Company from the exercise of
the options were used for working capital and general corporate purposes.
Each of Mr. Rachlin and Ms. Marine-Street received temporary loans from
the Company to enable such individuals to exercise their respective options
concurrently with the Initial Public Offering. Ms. Marine-Street received two
loans from the Company, a loan in the principal amount of approximately
$51,167 to enable her to exercise options to acquire 29,328 Shares
concurrently with the Initial Public Offering and to sell such Shares in the
Initial Public Offering, and a second loan in the principal amount of
approximately $298,450 in connection with the concurrent exercise of options
to acquire 169,575 Shares which were not sold in the Initial Public Offering.
In addition, Ms. Marine-Street has the right to borrow an additional amount to
satisfy federal and state tax obligations incurred in connection with the
exercise of such options to acquire 169,575 Shares. Mr. Rachlin has also
received a loan from the Company in the principal amount of approximately
$283,900, representing the aggregate exercise price of options for 649,198
Shares exercised by Mr. Rachlin on June 21, 1996.
The Company has granted, as of September 30, 1996, options pursuant to
the Plan to purchase up to an aggregate of 628,500 Shares to certain
non-executive employees of the Company's Commercial Sales Division. In
addition, the Company has granted to two other non-executive employees of the
Company options pursuant to the Plan to purchase up to an aggregate of 110,000
Shares. These 738,500 options are exercisable at prices ranging from $14.00
to $17.25 per Share and will vest in one-third increments on the first, second
and third anniversaries of the date of grant.
Additional information regarding the Plan and its administration may be
obtained by contacting the Company at the above telephone number and address.
APPLICABLE SECURITIES LAW RESTRICTIONS
If the optionee is deemed to be an "affiliate" or to have acquired
"restricted securities" (as such terms are defined under the Securities Act),
the resale of the Shares purchased upon exercise of options covered hereby may
be subject to certain restrictions and requirements including compliance with
the provisions of Rule 144 promulgated under the Securities Act. The
Company's legal counsel may be called upon to discuss these applicable
restrictions and requirements with any optionee who may be deemed to be an
affiliate, prior to his or her exercise of an option.
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In addition to the requirements imposed by the Securities Act, the
antifraud provisions of the Exchange Act, and the rules thereunder (including
Rule 10b-5), are applicable to any sale of Shares acquired pursuant to
options.
Persons who are officers or directors of the Company or who own at least
ten percent of the Company's stock must comply with certain reporting
requirements and resale restrictions pursuant to Sections 16(a) and 16(b) of
the Exchange Act, and the rules thereunder, upon the receipt or the exercise
or disposition of any options.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The Company has been advised that the United States federal income tax
consequences of the Plan to the Company and the optionees, and possible
exercise of options granted under the Plans, will depend upon future
circumstances and possible changes in the tax laws. THE FOLLOWING SUMMARY
ADDRESSES CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.
THIS DISCUSSION DOES NOT PURPORT TO ADDRESS ALL OF THE TAX CONSEQUENCES THAT
MAY BE APPLICABLE TO ANY PARTICULAR OPTIONEE OR TO THE COMPANY. IN ADDITION,
THIS DISCUSSION DOES NOT ADDRESS FOREIGN, STATE OR LOCAL TAXES, NOR DOES IT
ADDRESS FEDERAL TAXES OTHER THAN FEDERAL INCOME TAX. THIS DISCUSSION IS BASED
UPON APPLICABLE STATUTES, REGULATIONS, CASE LAW, ADMINISTRATIVE
INTERPRETATIONS AND JUDICIAL DECISIONS IN EFFECT AS OF THE DATE OF THIS
REOFFER PROSPECTUS.
No tax consequences result from the granting of an incentive stock option
or from the exercise of an incentive stock option by an employee. In
addition, an employer generally will not be allowed a business expense
deduction with respect to an incentive stock option unless the employee
disposes of the stock prior to the required holding period. The employee will
be taxed at capital gain rates when he sells stock acquired under an incentive
stock option plan, provided he has not disposed of the stock for at least two
years from the date the option was granted to him and has held the stock
itself at least one year after the stock was transferred to him. If the
foregoing holding period rules are not satisfied, the gain that would have
been realized at the time the option was exercised is included as ordinary
income in the year of the disqualifying sale. For this purpose, the gain is
equal to the lesser of (i) the fair market value of the stock on the date of
exercise over the option price of the stock, or (ii) the amount realized on
disposition over the adjusted basis of the stock. The employer is allowed to
deduct a corresponding amount as a business deduction at the same time the
employee is required to recognize the ordinary income arising from the early
disposition.
Notwithstanding the preceding, when calculating income for alternative
minimum tax purposes, the favorable tax treatment of Section 421(a) of the
Code is disregarded and the bargain purchase element (that is, the spread
between the option price and the fair market value of the option stock at
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<PAGE>9
exercise) of the incentive stock option will be considered as part of the
taxpayer's alternative minimum taxable income.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed on for the
Company by Swidler & Berlin, Chartered, Suite 300, 3000 K Street, N.W.,
Washington, D.C. 20007-5119.
EXPERTS
The consolidated financial statements of the Company as of and for the
years ended December 31, 1994 and 1995, incorporated in this Reoffer
Prospectus by reference from the Company's Registration Statement on Form
S-1, Commission File No. 333-05857, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of the Company as of December 31,
1993 and for the period from the Company's inception to December 31, 1993,
incorporated in this Reoffer Prospectus by reference from the Company's
Registration Statement on Form S-1, Commission File No. 333-05857, have been
audited by Chase and Associates CPAs, P.C., independent public accountants, as
indicated in their report thereon, and have been so incorporated in reliance
upon the authority of such firm as experts in giving said report.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Commission:
(a) Registrant's Prospectus filed on August 9, 1996 pursuant to Rule
424(b) under the Securities Act of 1933, as amended, contained in the
Registrant's Registration Statement on Form S-1, Commission File No.
333-05857;
(b) Description of Registrant's Common Stock contained in
Registrant's Form 8-A registration statement filed under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), dated July
10, 1996;
(c) Registrant's quarterly report on Form 10-Q filed on September 20,
1996; and
(d) All other reports and subsequent reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act.
All reports and definitive proxy or information statements filed by
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and 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 at
the time of such amendment will be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit, or proceeding by reason
of the fact that he or she is, or was, a director, officer, employee, or agent
of such corporation. Indemnification is also authorized with respect to a
criminal action or proceeding where the person had no reasonable cause to
believe that his conduct was unlawful. Article 9 of the Virginia Stock
Corporation Act provides limitations on damages payable by officers and
directors, except in cases of willful misconduct or knowing violation of
criminal law or any federal or state securities law.
The Company's Restated Articles of Incorporation provide for mandatory
indemnification of its directors and officers against liability incurred by
them in proceedings instituted or threatened against them by third parties, or
by or on behalf of the registrant itself, relating to the manner in which they
performed their duties unless they have been guilty of willful misconduct or a
knowing violation of the criminal law.
The Company has directors' and officers' insurance with National Union
Fire Insurance Company of Pittsburgh which provides for indemnification,
subject to certain conditions, of certain directors and officers of the
Company.
The Company has entered into indemnification agreements (collectively,
the "Indemnification Agreements") with certain executive officers of the
Company. Pursuant to the terms of the Indemnification Agreements, the
executive officers of the Company will be indemnified by the Company to the
full extent permitted by law in the event such officer is made or threatened
to be made a party to a claim arising out of such person acting in his
capacity as an officer of the Company. The Company has further agreed that,
upon a change of control, as defined in the Indemnification Agreements, the
rights of such officers to indemnification payments and expense advances will
be determined in accordance with certain provisions of the Virginia Stock
Corporation Act and has also agreed that, upon a potential change of control,
as defined in the Indemnification Agreements, it will create a trust in an
amount sufficient to satisfy all indemnity expenses reasonably anticipated at
the time a written request to create such a trust is submitted by an officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The restricted securities to be resold pursuant to this Reoffer
Prospectus were exempt from registration pursuant to Section 4(2) of the
Securities Act because they were granted by the issuer pursuant to the Plan
and not in connection with any public offering.
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ITEM 8. EXHIBITS
The following documents are filed as exhibits to this Registration
Statement. Certain documents previously filed with the Commission are
incorporated in this Registration Statement by reference.
Exhibit
Number Description of Exhibit
- ------- ----------------------
*4.1 - Telco Communications Group, Inc.
Amended and Restated Stock Option Plan
5.1 - Opinion of Swidler & Berlin, Chartered
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Swidler & Berlin, Chartered
(included in its opinion filed as Exhibit 5.1)
24.1 - Power of Attorney (included on signature page)
___________________
*Incorporated by reference from the Company's Registration Statement on Form
S-1 (Commission File No. 333-05857).
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes (1) to include any additional or
changed material information on the plan of distribution; (2) for determining
liability under the Securities Act, that each 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 (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 Plan.
(b) The Company hereby undertakes to deliver or cause to be delivered
with the prospectus to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than 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 against the Company by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the <PAGE>
<PAGE>13
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 Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 Chantilly, Commonwealth of Virginia on the 19th day
of November, 1996.
TELCO COMMUNICATIONS GROUP, INC.
By: /s/ Donald A. Burns
------------------------------
Donald A. Burns
President and Chief Executive Officer<PAGE>
<PAGE>15
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Donald
A. Burns and Bryan K. Rachlin, and each of them severally, his or her true and
lawful attorney-in-fact and agent, acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all Amendments (including
post-effective Amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, 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 he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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 November 19, 1996.
Signature Title
- --------- -----
/s/ Henry J. Luken, III Chairman of the Board and Director
- -----------------------
Henry G. Luken, III
/s/ Donald A. Burns Vice Chairman of the Board, President
- ------------------------ Chief Executive Officer and Director
Donald A. Burns (Principal Executive Officer)
/s/ Thomas J. Cirrito President of Consumer Division and
- -------------------------- Director
Thomas J. Cirrito
/s/ Robert W. Ross Director
- --------------------------
Robert W. Ross
/s/ Nicholas A. Merrick Chief Financial Officer and Treasurer
- -------------------------- (Principal Financial Officer)
Nicholas A. Merrick
/s/ Janet D. Anastasi Vice President and Corporate
- -------------------------- Controller
Janet D. Anastasi (Principal Accounting Officer)
<PAGE>
<PAGE>16
EXHIBIT INDEX
Exhibit Sequentially Numbered
Number Description of Exhibit Page
- ------- ---------------------- ---------------------
*4.1 - Telco Communications Group, Inc.
Amended and Restated
Stock Option Plan
5.1 - Opinion of Swidler & Berlin, Chartered
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Swidler & Berlin, Chartered
(included in its opinion filed as Exhibit 5.1)
23.3 - Consent of Chase and Associates CPAs, P.C.
24.1 - Power of Attorney (included on signature page)
*Previously filed in connection with the filing of the Registrant's
Registration Statement on Form S-1, Commission File No. 333-05857.
November 19, 1996
The Board of Directors
Telco Communications Group, Inc.
4219 Lafayette Center Drive
Chantilly, Virginia 20151
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Telco Communications Group, Inc.., a Virginia
corporation (the "Company"), with respect to the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed under the
Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission, covering the issuance and sale from time
to time of 7,500,000 shares of Common Stock of the Company, no par value per
share (the "Common Shares"), pursuant to the Company's Amended and Restated
1994 Stock Option Plan (the "Plan").
As counsel to the Company, we have examined the Company's Restated
Articles of Incorporation and such Company records, certificates and other
documents and relevant statutes, regulations, published rulings and such
questions of law as we considered necessary or appropriate for the purpose of
this opinion.
In our examination, we have assumed the authenticity of original
documents, the accuracy of copies and the genuineness of signatures. We have
relied upon the representations and statements of officers and other
representatives of the Company with respect to the factual determinations
underlying the legal conclusions set forth herein. We have not attempted to
verify independently such representations and statements.
Based on the foregoing, and subject to the assumptions and qualifications
stated herein, we are of the opinion that:
1. The Common Shares being registered under the Registration Statement
have been duly authorized by all necessary corporate action.
2. The Common Shares, when issued, delivered and paid for in accordance
with the terms of the Plan, as set forth in the Registration Statement, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not admit that we come within the<PAGE>
<PAGE> 2
category of persons whose consent is required under Section 7 of the
Securities Act or the rules promulgated thereunder.
This opinion is rendered solely for your benefit in connection with the
transactions described above upon the understanding that we are not hereby
assuming any professional responsibility to any other person. Except as
provided in the preceding paragraph, this opinion may not be relied upon by
any other person and this opinion may not be used, disclosed, quoted, filed
with a governmental agency or otherwise referred to without our express prior
written consent. The opinions expressed in this letter are limited to the
matters expressly set forth herein, and no other opinions should be inferred
beyond the matters expressly stated herein.
Very truly yours,
/s/ Swidler & Berlin, Chartered
SWIDLER & BERLIN, CHARTERED
We consent to the incorporation by reference in this Registration
Statement of Telco Communications Group, Inc. on Form S-8 of our report dated
May 10, 1996, appearing in the Company's Registration Statement on Form S-1,
Commission File No. 333-05857, as amended, for the years ending December 31,
1995 and 1995 and to the reference to us under the heading "Experts" in the
Reoffer Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Richmond, Virginia
November 1, 1996
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated March 25, 1994, appearing in the
Company's Registration Statement on Form S-1, Commission File No. 333-05857,
as amended, for the year ended December 31, 1993, and to the reference to our
Firm under the caption "Experts" in the Reoffer Prospectus, which is part of
this Registration Statement.
CHASE AND ASSOCIATES CPAS, P.C.
Manassas, Virginia
October 31, 1996
