Registration No. 333-68767
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CTC COMMUNICATIONS GROUP, INC.
AS SUCCESSOR TO CTC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Delaware 04-3469590
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
220 Bear Hill Rd., Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
1998 Incentive Plan
1996 Stock Option Plan
Employee Stock Purchase Plan
(Full title of Plans)
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Robert J. Fabbricatore, Chief Executive Officer
CTC Communications Group, Inc.
220 Bear Hill Road
Waltham, Massachusetts 02451
(Name and address of agent for service)
(781) 466-8080
(Telephone number, including area code, of agent for service)
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With a copy to:
Leonard R. Glass, Esq.
Law Offices of Leonard R. Glass, P.A.
45 Central Avenue
Tenafly, New Jersey 07670
(201) 894-9300
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Pursuant to Rule 414(d) under the Securities Act of 1933, as amended,
CTC Communications Group, Inc., a Delaware corporation, as successor issuer
to CTC Communications Corp., a Massachusetts corporation, hereby adopts this
Registration Statement, as amended, for all purposes under the Securities Act
of 1933, as amended and the Securities Exchange Act of 1934, as amended.
See "Description of the Transaction" herein.
This Post-Effective Amendment to the Registration Statement shall become
effective upon filing with the Securities and Exchange Commission pursuant to
Rule 464 under the Securities Act of 1933, as amended.
DESCRIPTION OF THE TRANSACTION
This post-effective amendment is being filed in connection with a
corporate restructuring (the "Reorganization") of CTC Communications Corp.
("CTC Communications") into a holding company structure, with the holding
company incorporated under the laws of Delaware for the purpose of changing the
jurisdiction of incorporation of the enterprise.
On September 16, 1999, the shareholders of CTC Communications at the 1999
Annual Meting of Stockholders approved the Reorganization. The Reorganization
was implemented in accordance with Section 252 of the Delaware General
Corporation Law and Section 79 of Chapter 156B of the Massachusetts General
Corporation Law by the merger ("Merger") of CTC-Newco, Inc., a Delaware
corporation and newly-formed subsidiary of CTC Communications Group, Inc., a
Delaware corporation ("Holding Company" or the "Registrant"), with and into CTC
Communications, the surviving corporation. As a result of the Merger, Holding
Company is the sole shareholder of CTC Communications. In the Merger, which
was consummated on September 30, 1999, each share of Common Stock, $.01 par
value, and each share of Series A Convertible Preferred Stock, $1.00 par value,
was converted into one share of Common Stock, $.01 par value and one share of
Series A Convertible Preferred Stock, $1.00 par value, of Holding Company.
Accordingly, all of the shares of Common Stock issuable under the CTC
Communications Group 1999 Equity Incentive Plan for Non-Employee Directors, the
CTC Communications Group 1998 Incentive Plan and the CTC Communications Group
1993 Stock Option Plan (collectively, the "Plans") will be shares of Common
Stock of Holding Company, not CTC Communications. In approving the
Reorganization, the shareholders of CTC Communications approved the adoption of
the Plans by Holding Company.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Securities Act"), Holding Company, as successor issuer to CTC Communications
as a result of the Merger, hereby expressly adopts, as of September 30, 1999,
the Registration Statement on Form S-8, as amended (Registration No. 333-
68767), of CTC Communications, which Registration Statement is applicable to
shares of Common Stock issuable under the Plans, as the Registration Statement
of Holding Company for all purposes under the Securities Act and the Securities
Exchange Act of 1934, as amended.
The registration fees were paid at the time of the original filing of this
Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
(A) Holding Company: The following documents as filed with the Securities
and Exchange Commission (the "Commission") by the Registrant are hereby
incorporated by reference in this Registration Statement.
(1) Registration Statement on Form S-4 filed August 2, 1999,
and Amendment No. 1 thereto filed August 5, 1999.
(2) The description of Holding Company Common Stock, $.01 par
value per share, included in the Registration Statement on
Form S-4 [Reg. No. 333-84157] as filed with the Commission
on August 2, 1999, including any amendment or report filed for
the purposes of updating such description.
(3) Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
(4) Current Reports on Form 8-K (a) filed on October 1, 1999
(b) filed on November 15, 1999 (c) filed on November 29, 1999
and (d) filed on December 17, 1999.
(B) CTC Communications: The following documents as filed with the
Securities and Exchange Commission (the "Commission") by CTC Communications
Corp. (the "Company") are hereby incorporated by reference in this Registration
Statement.
(1) Annual Report on Form 10-K/A for the fiscal year
ended March 31, 1999.
(2) Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.
(3) Current Reports on Form 8-K (a) filed on
April 22, 1999 (b) filed on April 27, 1999 (c) filed on
May 5, 1999 (d) filed on May 14, 1999 (e) filed on
July 9, 1999 (f) filed on July 19, 1999 (g) filed on
August 10, 1999, (h) filed on August 26, 1999 (i) filed
on September 7, 1999 (j) filed on September 29, 1999
and (k) filed on October 1, 1999.
All documents subsequently filed by the Registrant or the Plans
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated herein by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the shares of Common Stock being registered
hereunder has been passed upon for the Company by Law Offices of
Leonard R. Glass, P.A. Leonard R. Glass, Esq., a member of the firm,
is a stockholder of the Registrant.
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Item 6. Indemnification of Directors and Officers.
Article Sixth of the Restated Certificate of Incorporation of CTC
Communications Group, Inc. (the "Registrant") provides with respect to the
indemnification of directors and officers that the Registrant shall indemnify
to the fullest extent permitted by Sections 102(b)(7) and 145 of the Delaware
General Corporation Law, as amended from time to time, each person that such
Sections grant the Registrant the power to indemnify. Article Seventh of the
Certificate of Incorporation of the Registrant also provides that no director
shall be liable to the corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except with respect to (1)
a breach of the director's duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Section 174 of the Delaware General Corporation Law or (4) a transaction from
which the director derived an improper personal benefit, it being the intention
of the foregoing provision to eliminate the liability of the corporation's
directors to the corporation or its stockholders to the fullest extent
permitted by Section 102(b)(7) of the Delaware General Corporation Law, as
amended from time to time.
Article IV of the bylaws of the Registrant provides for the
indemnification of directors and officers of the Registrant, as well
as others serving at the Registrant's request in such capacity for
another entity, against all expenses and liabilities reasonably
incurred while serving in such capacity; except that no
indemnification may be afforded in instances where the individual
is adjudged not to have acted in good faith in the reasonable
belief that such action was in the best interests of the Registrant.
Indemnification may be afforded in connection with the settlement
of an action but only in accordance with a Board resolution and
if the Registrant has received an opinion of counsel that such
settlement is in the best interest of the Registrant and that such
individual appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
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<PAGE>
Item 8. Exhibits
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).
9. Undertakings.
(a) 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 this Registration
Statement (or the most recent post-effective amendment
thereto) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement (or the most recent post-effective
amendment thereto).
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs 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 this Registration Statement.
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(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.
(b) The undersigned issuer hereby undertakes that, for 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
and 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.
(h) 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
provisions described in Item 6 of this Part II, 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, therefor, 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, CTC Communications Group, Inc. certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 to
Form S-8 registration statement and has duly caused this
Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waltham,
Commonwealth of Massachusetts, on the 29th day of December, 1999.
CTC Communications Group, Inc.
Registrant
By: /s/ Robert J. Fabbricatore
------------------------------------
Robert J. Fabbricatore, Chairman of
the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the CTC
Communications Group, Inc. (as successor to CTC Communications Corp.)
Employee Stock Purchase Plan has duly caused this Post-Effective Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on
December 29, 1999.
CTC Communications Group, Inc., as Agent for the CTC
Communications Group, Inc. (as successor to CTC
Communications Corp.) Employee Stock Purchase Plan
By: /s/ Robert J. Fabbricatore
----------------------------------------------
Robert J. Fabbricatore, Chairman of Agent
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons
in the following capacities as of December 29, 1999.
Signature Title
- -------------------------- ----------------------
/s/ Robert J. Fabbricatore Chairman of the Board
Robert J. Fabbricatore and Chief Executive
Officer, Director
/s/ John D. Pittenger Principal Financial and
John D. Pittenger Accounting Officer
*
Richard J. Santagati Director
*
J. Richard Murphy Director
*
Henry Hermann Director
*
Ralph C. Sillari Director
*
Kevin J. Maroni Director
*
Robert A. Nicholson Director
*
Carl Redfield Director
*
Katherine D. Courage Director
*
Ralph S. Troupe Director
* By: /s/ Robert J. Fabbricatore
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Law Offices of Leonard R. Glass, P.A.
23.2 Consent of Ernst & Young LLP.
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LAW OFFICES OF LEONARD R. GLASS, P.A.
45 Central Ave.
P.O. Box 579
Tenafly, New Jersey 07670-0579
(201) 894-9300
December 29, 1999
CTC Communications Group, Inc.
220 Bear Hill Road
Waltham MA 02451
Re: Amendment No. 1 to Registration Statement on Form S-8 Under the
Securities Act of 1933
Ladies and Gentlemen:
We hereby consent to the use of our name under Item 5, Interest of
Named Experts and Counsel, in the Post-Effective Amendment No. 1 to
the Form S-8 Registration Statement. Leonard R. Glass, Esq., a member
of this firm, is a stockholder of CTC Communications Group, Inc.
Very truly yours,
/s/ LAW OFFICES OF LEONARD R. GLASS, P.A.
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LAW OFFICES OF LEONARD R. GLASS, P.A.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated July
14, 1999, (except for Note 7 as to which the date is June 30, 1999),
in the Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 (file no. 333-68767) pertaining to the 1998 Incentive
Plan, the 1996 Stock Option Plan and the Employee Stock Purchase Plan
of CTC Communications Group, Inc. (as successor to CTC Communications
Corp.) with respect to the financial statements and schedule of CTC
Communications Group, Inc. included in its Form 10-K/A for the year
ended March 31, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
December 27, 1999
