As filed with Securities and Exchange Commission on
December 24, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMPETITIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2664428
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1960 Bronson Road
P.O. Box 340, Fairfield, CT 06430
(Address of Principal Executive Offices) (Zip Code)
1996 DIRECTORS' STOCK PARTICIPATION PLAN
(Full title of the Plan)
FRANK R. McPIKE, JR.
Vice President, Finance
Competitive Technologies, Inc.
1960 Bronson Road, P.O. Box 340,
Fairfield, CT 06430
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (203) 255-6044
Copy to:
Allan J. Reich
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, IL 60602
Telephone: (312) 580-2111
[FACING PAGE CONTINUED ON NEXT PAGE]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
securities Amount offering aggregate regis-
to be to be price per offering tration
registered registered share price fee
Common Stock 100,000 shares $9.625 (1) $962,500 (1) $291.66
($.01 par
value)
(1) Estimated solely for the purpose of computing the registration
fee, based on the average of the high and low prices of the
registrant's Common Stock on the American Stock Exchange as
reported in the consolidated reporting system on December 19,
1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated
by reference in this registration statement; and all documents
subsequently filed by the registrant 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 have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part thereof from the date
of filing of such documents:
(a) The registrant's annual report on Form 10-K for the fiscal
year ended July 31, 1996.
(b) The registrant's quarterly report on Form 10-Q for the
quarter ended October 31, 1996.
(c) The registrant's current report on Form 8-K dated November
8, 1996.
(d) The description of the registrant's Common Stock which is
contained in the registration statement on Form 8-A filed
on April 2, 1984, File No. 1-8696, including any amendments
or reports filed for the purpose of updating such
description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes
a corporation, under certain circumstances, to indemnify its directors
and officers (including reimbursement for expenses incurred). The
registrant has provided for indemnification to the extent permitted
by the provisions of the Delaware statute in its charter and by-laws.
In addition, the registrant has entered into indemnity agreements with
its directors which provide (among other things) for indemnification
and advancement of expenses, and has created an escrow fund for the
indemnity of directors. The registrant also maintains directors and
officers' liability insurance (subject to certain exclusions and
limitations) against certain liabilities, including certain
liabilities under the Securities Act of 1933. See Item 9, "Undertakings."
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index immediately preceding exhibits.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) 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,
represents a fundamental change in the information set
forth in the registration statement;
(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 paragraphs (1)(i) and 1(ii) do
not apply if the registration statement is on Form S-3 or
Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission 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.
(2) That, for the purpose 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.
(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 offering.
The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under Securities Act of 1933,
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the 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
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant 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, the
registrant 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Town of Fairfield,
State of Connecticut, on this 24th day of December, 1996.
COMPETITIVE TECHNOLOGIES, INC.
(Registrant)
By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
Vice President, Finance
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the 24th day of December, 1996.
Name Title
GEORGE M. STADLER* President and Director
(George M. Stadler) (Principal Executive
Officer)
S/ Frank R. McPike, Jr. Vice President, Finance
(Frank R. McPike, Jr.) Secretary, Treasurer and
Director (Principal
Financial and Accounting
Officer)
MICHAEL G. BOLTON* Director
(Michael G. Bolton)
BRUCE E. LANGTON* Director
(Bruce E. Langton)
H.S. LEAHEY* Director
(H.S. Leahey)
HARRY VAN BENSCHOTEN* Director
(Harry Van Benschoten)
*By: S/Frank R. McPike, Jr.
Frank R. McPike, Jr.,
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Unofficial restated certificate of
incorporation of the registrant,
as amended, filed as Exhibit 3.1
to registrant's Form 10-K for the
fiscal year ended July 31, 1995
and hereby incorporated by
reference.
4.2 By-laws of the registrant, as amended,
filed as Exhibit 3.2 to the registrant's
Form 10-Q for the quarter ended
October 31, 1995 and hereby incorporated
by reference.
4.3 1996 Directors' Stock Participation Plan.
5.1 Opinion of D'Ancona & Pflaum.
23.1 Consent of Coopers & Lybrand.
24.1 Power of Attorney.
EXHIBIT 5.1
December 20, 1996
Competitive Technologies, Inc.
1960 Bronson Road
Fairfield, CT 06430
Gentlemen:
In connection with the proposed registration under the
Securities Act of 1933, as amended, by Competitive Technologies,
Inc., a Delaware corporation (the "Company"), on Form S-8 (the
"Registration Statement") of 100,000 shares of its Common Stock,
$.01 par value (the "Shares"), issuable in connection with the 1996
Directors' Stock Participation Plan (the "1996 Plan"), we hereby
advise you that as counsel for the Company we have examined the
Restated Certificate of Incorporation of the Company and all
amendments thereto, the By-Laws of the Company, certain minutes of
the Company, and such other documents and records as we have deemed
necessary for the purposes of this opinion.
Based upon such examination, it is our opinion that:
(1) The Company is a validly organized and existing
corporation under the laws of the State of Delaware.
(2) The Shares are duly authorized and, when issued pursuant
to the terms of the 1996 Plan, will be legally issued, fully paid
and non-assessable.
Very truly yours,
D'ANCONA & PFLAUM
By: s/ Merrill A. Freed
Merrill A. Freed
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in the registration
statement of Competitive Technologies, Inc. on Form S-8 pertaining
to the 1996 Directors' Stock Participation Plan, of our report
dated September 30, 1996, on our audits of the consolidated
financial statements of Competitive Technologies, Inc. and
Subsidiaries as of July 31, 1996 and 1995 and for each of the three
years in the period ended July 31, 1996.
COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
December 23, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation (the
"Company"), and each of the undersigned directors and officers of
the Company, does hereby constitute and appoint George M. Stadler
and Frank R. McPike, Jr., and each of them severally, the true and
lawful attorneys and agents of the undersigned, each with full
power to act without any other and with full power of substitution
and re-substitution, to do any and all acts and things and to
execute any all instruments which said attorneys and agents may
deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange
Commission thereunder in connection with the registration under the
Act of securities of the Company and all related matters, including
specifically, but without limiting the generality of the foregoing,
power and authority to sign the name of the Company and the names
of the undersigned directors and officers in the capacities
indicated below to the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission by the Company in
respect of such securities, to any and all amendments to said
Registration Statement, and to any and all instruments or documents
filed as part of or in connection with any of the foregoing and any
and all amendments thereto; and each of the undersigned hereby
ratifies and confirms all that said attorneys and agents, or any of
them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which, when taken together, shall be and constitute one instrument.
IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents the 23rd day of December, 1996.
COMPETITIVE TECHNOLOGIES, INC.
By: S/ George M. Stadler
George M. Stadler
President and CEO
ATTEST:
S/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
Secretary
CAPACITIES SIGNATURES
President, CEO and Director S/ George M. Stadler
(Principal Executive Officer) George M. Stadler
Vice President, Finance,
Treasurer, Secretary and
Director (Principal Financial S/ Frank R. McPike, Jr.
and Accounting Officer Frank R. McPike, Jr.
Director S/ Michael G. Bolton
Michael G. Bolton
Director S/ Bruce E. Langton
Bruce E. Langton
Director S/ H. S. Leahey
H. S. Leahey
Director S/ Harry Van Benschoten
Harry Van Benschoten
EXHIBIT 4.3
COMPETITIVE TECHNOLOGIES, INC.
1996 DIRECTORS' STOCK PARTICIPATION PLAN
1. Definitions.
(a) "Plan" means this 1996 Directors' Stock Participation
Plan.
(b) "Company" means Competitive Technologies, Inc.
(c) "Director" means a person who is a director of the
Company and is not an employee of the Company or any subsidiary of
the Company.
2. Purpose.
The purpose of the Plan is to attract and retain qualified
Directors and to promote the best interests of the Company by
giving them a proprietary interest in and closer identity with the
Company through increased stock ownership.
3. Stock Subject to Plan.
An aggregate of 100,000 shares of the Company's Common Stock
shall be reserved for issuance under the Plan. Adjustment in the
shares subject to the Plan shall be made as provided in Paragraph
6.
4. Issuance of Stock.
On the first business day in January of each year for a period
of ten years commencing in 1997 and ending in 2006, the Company
shall issue to each Director who has been elected by the
stockholders of the Company and who has served as a Director for a
period of at least one year in consideration of the services
rendered to the Company by such Director, an annual number of
shares of the Company's Common Stock (rounded to the nearest whole
share) equal to the lesser of (i) $15,000 divided by the per share
fair market value of such Common Stock on the date of issuance, or
(ii) 2,500 shares.
In situations where a Director leaves the Board after
completing a full year of service but before the January 1st
issuance date, the annual stock compensation as described above
shall be payable on a pro-rata basis up to the time of termination.
Shares issued under the Plan may be either authorized but
unissued shares or treasury shares. The Company shall in every
case have a reasonable time to cause certificates for shares to be
prepared and delivered.
5. Agreement of Director.
As a condition to issuance and receipt of shares, if the
Company in its sole discretion determines that such agreement is
necessary in order to comply with Federal or State securities laws
or other applicable laws, such Director shall agree that he takes
the shares issued to him under the Plan for investment and not with
any present intention to resell or distribute the same, and he
shall sign and deliver to the Company a certificate to such effect
at the time of such issuance. In such event the certificates
evidencing such shares shall be appropriately legended and stop
transfer instructions shall be placed with the Transfer Agent for
the Company's Common Stock. The Company shall have no liability
for failure to issue shares pending the meeting of any requirements
which the Company is advised by counsel must be met under Federal
or State securities laws or other applicable laws before such
shares may be issued under the Plan.
6. Change in Shares.
If any change is made in the Company's outstanding shares of
Common Stock by reason of stock dividend in excess of 3% in the
aggregate during any fiscal year of the Company, change in par
value, stock split-up, recapitalization, reclassification or
combination of shares, appropriate adjustment, disregarding
fractional shares, shall be made to the kind and number of shares
issuable under the Plan.
7. Effective Date; Term of Plan.
The Plan shall become effective when approved by the
stockholders of the Company and shall terminate following the close
of business on the first business day of January, 2006.
8. Amendments.
No amendment to the Plan shall be made, except upon approval
of the stockholders of the Company, which will increase the number
of shares reserved for issuance under the Plan, change the
eligibility provisions or the formula for determining the number of
shares to be issued as provided in Paragraph 4, or extend the term
of the Plan; and no amendment to Plan provisions specifying the
eligibility provisions or the formula for determining the amount,
price and timing of shares to be issued shall be made more than
once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act,
or the rules thereunder.
