As filed with Securities and Exchange Commission on January 31, 2000
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)
2000 DIRECTORS STOCK OPTION PLAN
(Full title of the Plan)
FRANK R. McPIKE, JR.
President
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 LLC
111 East Wacker (Suite 2800)
Chicago, IL 60601
Telephone: (312) 602-2111
[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 190,000 $ 8.375(1) $1,591,250(1)
($.01 par shares
value)
Common Stock 60,000 $ 8.375(2) $ 502,500(2)
($.01 par shares
value)
Totals $2,093,750 $553.00
(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 January 27,
2000. Rule 457(h)(1) and (c).
(2) Exercise price of options granted on January 27,2000. Rule
457(h)(1).
_______________________
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, 1999.
(b) The registrant's quarterly report on Form 10-Q for the
quarter ended October 31, 1999.
(c) 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.
Members of the firm of D'Ancona & Pflaum LLC own an aggregate of
13,015 shares of the registrant's Common Stock.
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.
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 the 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
The Registrant. 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 31st day of January, 2000.
COMPETITIVE TECHNOLOGIES, INC.
(Registrant)
By: s/ Frank R. McPike, Jr.
Frank R. McPike, Jr.
President, Chief Operating
Officer, Chief Financial Officer,
Director and Authorized Signer
Each person whose signature appears below appoints Frank R.
McPike, Jr. as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
stead, in any capacities to sign this Registration Statement on Form
S-8 and any and all amendments, including post-effective amendments
to this Registration Statement and to file the same, with all
exhibits thereto and all other documents in connection herewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute 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 and on the 27th day of January, 2000.
Name Title
s/ Frank R. McPike, Jr. President, Chief Operating
(Frank R. McPike, Jr.) Officer, Chief Financial
Officer and Director
(Principal Financial and
Accounting Officer)
s/ George C.J. Bigar Director
(George C.J. Bigar)
s/ Richard E. Carver Director
(Richard E. Carver)
s/ George W. Dunbar, Jr. Director
(George W. Dunbar, Jr.)
s/ Samuel M. Fodale Director
(Samuel M. Fodale)
s/ Charles J. Philippin Director
(Charles J. Philippin)
s/ John M. Sabin Director
(John M. Sabin)
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Unofficial restated certificate of
incorporation of the registrant as
amended to date filed as Exhibit 4.1
to the registrant's Registration
Statement on Form S-8, File Number
333-49095 and hereby incorporated
by reference.
4.2 By-laws of the registrant as amended
to date filed as Exhibit 3.1 to the
registrant's Form 10-Q for the quarter
ended October 31, 1997 and hereby
incorporated by reference.
4.3 2000 Directors Stock Option Plan. 8-15
5.1 Opinion of D'Ancona & Pflaum LLC. 16
23.1 Consent of PricewaterhouseCoopers LLP. 17
24.1 Power of Attorney (included in signature
section of this registration statement).
EXHIBIT 4.3
COMPETITIVE TECHNOLOGIES, INC.
2000 DIRECTORS STOCK OPTION PLAN
1. Purpose
This Stock Option Plan (the "Plan") is intended to assist
Competitive Technologies, Inc., a Delaware corporation (the
"Company"), in attracting and retaining qualified directors
("Directors") and to further align the interests of current and
future Directors with the long-term objectives of stockholders and
to provide to Directors a widely accepted means of increasing their
stake in the Company. Benefits realized under the Plan will mirror
increases in value actually available to every stockholder.
2. Eligibility
The persons who shall be eligible to receive options under the
Plan ("Options") shall be Directors of the Company who are not
employees of the Company or any subsidiary of the Company (the
"Eligible Directors" or "Grantees").
3. Stock
Subject to the provisions of Section 10, an aggregate of
250,000 shares of the Company's common stock, $.01 par value
("Common Stock") will be reserved for issuance upon the exercise of
Options to be granted from time to time under the Plan. In the
event that any outstanding Option under the Plan for any reason
expires or is canceled or terminated, the shares of Common Stock
allocable to the unexercised portion of such Option may again be
subject to an Option under the Plan. The Company's obligation to
grant Options hereunder is limited to the number of shares of
Common Stock available for issuance hereunder, as described in the
preceding two sentences. In the event that, on the date of grant,
the number of shares available under the Plan is less than the
number of shares needed for the Options to be granted on such date,
then the Option to be granted to each Director eligible to receive
an Option on such date shall be prorated, according to the number
of shares available under this section. Nothing contained herein
shall obligate the Company to issue an Option for a fractional
share of Common Stock.
4. Administration
The Board of Directors (the "Board") will administer and
interpret the Plan, prescribe, amend and rescind any rules or
regulations necessary or appropriate for the administration of the
Plan, and make such other determinations and take such other
actions it deems necessary or advisable. All decisions,
determinations, interpretations and other actions by the Board
shall be final and binding on all Grantees of Options granted under
the Plan and all persons deriving their rights from a Grantee. No
member of the Board shall be liable for any action taken or failed
to be taken in good faith or determination made pursuant to the
Plan.
5. Terms and Conditions of Options
Options granted pursuant to the Plan shall be evidenced by
Option agreements in such form as the Board shall from time to time
approve ("Option Agreements"), which Option Agreements shall comply
with and be subject to the following terms and conditions:
(a) Grant of Options.
(i) Initial Grant. On the day of the next annual meeting of
stockholders, expected to be held in January 2000, each individual
who, on such date, is elected as a Director at such meeting and is
an Eligible Director, shall receive an Option for 10,000 shares of
the Company's Common Stock. Thereafter, on the date any new
Eligible Director is elected to office during the term of this
Plan, whether by the stockholders or by the Board, such new
Eligible Director shall receive an Option for 10,000 shares of the
Company's Common Stock.
(ii) Annual Grants. Each Eligible Director holding office on
the first business day in January of each year subsequent to the date
on which such person received an Option grant pursuant to Section
5(a)(i) above will receive, on that date, an additional Option for
10,000 shares of the Company's Common Stock.
(b) Fair Market Value. The fair market value for purposes of the
Plan is defined as the average of the high and the low sales prices
as of a specified date as reported on the principal exchange on
which the Company's Common Stock is traded, or if such sales price
is not available, as determined in good faith (using customary
valuation methods) by resolution of the Board ("Fair Market
Value").
(c) Option Price. Each Option Agreement shall state the price at
which the Option shares therein may be exercised, which price shall
be equal to 100% of the Fair Market Value on the date of grant.
(d) Term. The term of any Option shall be ten years from its
grant date.
(e) Exercisability. Each Option shall be 100% vested upon grant.
(f) Transferability. The Board shall retain the authority and
discretion to permit an Option to be transferable as long as such
transfers are made only to one or more of the following: children
of Grantee, spouse of Grantee, or grandchildren of Grantee, or
trusts in which Grantee and/or the aforementioned family members
("Permitted Transferees") have more than 50% of the beneficial
interest, provided that such transfer is a bona fide gift and
accordingly, the Grantee receives no value for the transfer as
provided in the instructions to SEC Form S-8, and that the Options
transferred continue to be subject to the same terms and conditions
that were applicable to the Options immediately prior to the
transfer. Options are also subject to transfer by will or the laws
of descent and distribution. Options granted pursuant to this Plan
shall not be otherwise transferred, assigned, pledged, hypothecated
or disposed of in any way, whether by operation of law or
otherwise. A Permitted Transferee may not subsequently transfer an
Option. The designation of a beneficiary shall not constitute a
transfer.
(g) Termination of Option. An Option shall terminate and shall
not be exercisable if Grantee ceases to be a Director of the
Company, except that (i) if such Grantee's directorship is
terminated on account of death or permanent disability, Grantee or
his or her successors or assigns may at any time within one year
after termination of Grantee's directorship exercise the Option and
(ii) if such Grantee's directorship is terminated for any reason
other than death or permanent disability, Grantee or his or her
successors or assigns may at any time within 180 days after
termination of Grantee's directorship exercise the Option.
Notwithstanding the foregoing provisions of this Section 5(g), an
Option may not be exercised to any extent by anyone after the
expiration of its term. For purposes of this Section 5(g),
"permanent disability" shall mean a physical or mental impairment
which is expected to be of long and continuous duration or expected
to end in death, which impairment prevents the Grantee from
performing his duties as a Director. The determination of the Board
as to whether a Grantee is permanently disabled shall be final and
binding on all persons.
(h) Minimum Exercise. The minimum number of shares with respect
to which an Option may be exercised in part at any time is 100.
6. Restrictions on Shares
(a) Investment Purposes, Etc. Prior to the issuance or
delivery of any shares of the Common Stock under the Plan, the
person exercising the Option may be required to:
(i) represent and warrant that the shares of Common Stock
to be acquired upon exercise of the Option are being acquired for
investment for the account of such person and not with a view to
resale or other distribution thereof;
(ii) represent and warrant that such person will not, directly
or indirectly, sell, transfer, assign, pledge, hypothecate or
otherwise dispose of any such shares unless the sale, transfer,
assignment, pledge, hypothecation or other disposition of the
shares is pursuant to the provisions of this Plan and effective
registrations under the Securities Act of 1933, as amended ("1933
Act") and any applicable state or foreign securities laws or
pursuant to appropriate exemptions from any such registrations; and
(iii) execute such further documents as may reasonably
be required by the Board upon exercise of the Option or any part
thereof, including but not limited to any stock restriction
agreement that the Board may choose to require.
(b) Resale Restrictions. Nothing in this Plan shall assure any
Grantee that shares issuable under the Option are registered on a
Form S-8 under the 1933 Act or on any other Form. The certificate
or certificates representing the shares of Common Stock to be
issued or delivered upon exercise of an Option may bear a legend
evidencing the foregoing and other legends required by any
applicable securities laws. Furthermore, nothing herein or any
Option granted hereunder will require the Company to issue any
Common Stock upon exercise of any Option if the issuance would, in
the opinion of counsel for the Company, constitute a violation of
the 1933 Act, applicable state or foreign securities laws, or any
other applicable rule or regulation then in effect. The Company
shall have no liability for failure to issue shares upon any
exercise of Options because of a delay pending the meeting of any
such requirements.
(c) Registration. If the Company should elect in the future to
register under the 1933 Act shares issuable under this Plan, the
Board may modify or eliminate such of the foregoing representations
and warranties as the Board may deem appropriate.
7. Payment for Shares
(a) Cash. Payment in full for shares purchased under an
Option may be made in cash (including check, bank draft or money
order) at the time that the Option is exercised.
(b) Stock. In lieu of cash a Grantee may make payment for
Common Stock purchased under an Option, in whole or in part, by
tendering to the Company in good form for transfer, shares of
Common Stock valued at Fair Market Value on the date the Option is
exercised. Such shares must have been owned by the Grantee or the
Grantee's representative for a period of at least six months prior
to the exercise of the Option.
8. Use of Proceeds from Stock
Cash proceeds from the sale of stock pursuant to Options
granted under the Plan shall constitute general funds of the
Company.
9. No Implied Covenants
Neither this Plan nor any action taken hereunder shall be
construed as giving any Director any right to be retained in
office.
10. Adjustments
Changes or adjustments in the Option price, number of shares
subject to an Option or other specifics as the Board should decide
will be considered or made pursuant to the following rules:
(a) Upon Changes in Common Stock. If the outstanding Common
Stock is increased or decreased, or is changed into or exchanged
for a different number or kinds of shares or securities, as a
result of one or more reorganizations, recapitalization, stock
splits, reverse stock splits, split-up, combination of shares,
exchange of shares, change in corporate structure, or otherwise,
appropriate adjustments will be made in the exercise price and/or
the number and/or kind of shares or securities for which Options
may thereafter be granted under this Plan and for which Options
then outstanding under this Plan may thereafter be exercised. The
Board will make such adjustments as it may deem fair, just and
equitable to prevent substantial dilution or enlargement of the
rights granted to or available for Grantees. No adjustment
provided for in this Section 10 will require the Company to issue
or sell a fraction of a share or other security. Nothing in this
Section will be construed to require the Company to make any
specific or formula adjustment.
(b) Prohibited Adjustment. If any such adjustment provided
for in this Section 10 requires the approval of stockholders in
order to enable the Company to grant or amend Options, then no such
adjustment will be made without the required stockholder approval.
(c) Further Limitations. Nothing in this Section will
entitle the Grantee to adjustment of his or her Option in the
following circumstances:
(i) The issuance or sale of additional shares of the
Common Stock through public offering or otherwise;
(ii) The issuance or authorization of an additional class
of capital stock of the Company;
(iii) The conversion of convertible preferred stock or debt
of the Company into Common Stock; and
(iv) The payment of dividends except as provided in Section 10(a).
The grant of an Option shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to
merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.
11. Corporate Reorganizations
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company as a result
of which the outstanding securities of the class then subject to
Options hereunder are changed into or exchanged for cash or
property or securities not of the Company's issue, or upon a sale
of substantially all the property of the Company to, or the
acquisition of stock representing more than 80% of the voting power
of the stock of the Company then outstanding, by another
corporation or person, the Plan will terminate and all Options will
lapse. The result described above will not occur if a provision is
made in writing in connection with such transaction for the
continuance of the Plan and/or for the assumption of Options
earlier granted, or the substitution for such Options, or options
covering the stock of a successor corporation, or a parent or a
subsidiary thereof, with appropriate adjustments as to the number
of shares and prices, in which event the Plan and Options
theretofore granted will continue in the manner and under the terms
so provided.
12. Rights as a Stockholder
A Grantee shall have no rights as a stockholder with respect
to any Common Stock covered by his or her Option until the date of
issuance of the stock certificate to the Grantee after receipt of
the consideration in full set forth in the Option Agreement.
Except as provided in Section 10 hereof, no adjustments will be
made for dividends, whether ordinary or extraordinary, whether in
cash, securities, or other property, or other distributions for
which the record date is prior to the date on which the stock
certificate is issued to the Grantee.
13. Legal Requirements
(a) Compliance with All Laws. The Company will not be
required to issue or deliver any certificates for shares of Common
Stock prior to (a) the listing of any such Common Stock to be
acquired pursuant to the exercise of any Option on any stock
exchange on which the Common Stock may then be listed, and (b) the
compliance with any registration requirements or qualification of
such shares under any federal securities laws, including without
limitation the 1933 Act, the rules and regulations promulgated
thereunder, or state securities laws and regulations, the
regulations of any stock exchange or interdealer quotation system
on which the Company's securities may then be listed, or obtaining
any ruling or waiver from any government body which the Company
may, in its sole discretion, determine to be necessary or
advisable, or which, in the opinion of counsel to the Company, is
otherwise required.
(b) Plan Subject to Delaware Law. All questions arising with
respect to the provisions of the Plan will be determined by the
laws of the state of Delaware except to the extent that Delaware
laws are preempted by any federal law.
14. Modification, Extension and Renewal
(a) Options. Subject to the conditions of, and within the
limitations prescribed in the Plan herein, the Board may modify,
cancel or renew outstanding Options. Notwithstanding the
foregoing, no modification will, without the prior written consent
of the Grantee, alter, impair or waive any rights or obligations
associated with any Option earlier granted under the Plan.
(b) Plan. The Board at any time, and from time to time, may
interpret, amend or discontinue the Plan, subject to the
limitation, however, that, except as provided in Section 10, no
amendment shall be made, except upon stockholder approval, which
will:
(i) Increase the number of shares reserved for Options
under the Plan; or
(ii) Reduce the Option price below that which is stated
in this Plan for any Option granted to a Director covered by
this Plan; or
(iii) Change the requirements for eligibility for
participation under the Plan.
15. Plan Date and Duration
This Plan shall become effective on the date that the
stockholders approve the Plan at the forthcoming annual meeting of
stockholders expected to be held in January 2000. Options may not
be granted under the Plan after the first business day of January
2010.
D'ANCONA
ATTORNEYS
Merrill A. Freed
312.602.2004
Fax: 312.602.3004
[email protected]
www.dancona.com
January 31, 2000 EXHIBIT 5.1
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 250,000 shares of its Common Stock,
$.01 par value (the "Shares"), issuable in connection with the
2000 Directors Stock Option Plan (the "2000 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 2000
Plan, will be legally issued, fully paid and
non-assessable.
Very truly yours,
D'ANCONA & PFLAUM LLC
By: s/ Merrill A. Freed
Merrill A. Freed
Member
418316-1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated September
24, 1999 relating to the financial statements, which appears in the
1999 Annual Report to Shareholders of Competitive Technologies,
Inc., which is incorporated by reference in Competitive
Technologies, Inc.'s Annual Report on Form 10-K for the year ended
July 31, 1999.
s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
January 27, 2000
