Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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)
1999 Equity Incentive Plan for Non-Employee Directors
1998 Incentive Plan
1993 Stock Option Plan
(Full title of Plans)
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)
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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C A L C U L A T I O N O F R E G I S T R A T I O N F E E
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate
Registration
to be Registered(1)(5) Registered(1)(5) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
1999 Equity Incentive Plan for
Non-Employee Directors
Common Stock, $.01 par value (2) 200,000 shares $33.625 $ 6,725,000 $1,775
1998 Incentive Plan
Common Stock, $.01
par value (2) 750,000 shares $33.625 $25,218,750 $6,658
1993 Stock Option Plan
Common Stock, $.01
par value (outstanding options)(3) 762,044 shares $ 7.19 $ 5,479,097 $1,447
Total 1,712,044 shares $37,422,847 $9,880
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<FN>
(1) This Registration Statement also covers any additional shares that may hereafter become
issuable as a result of the operation of the anti-dilution provisions of the CTC
Communications 1999 Equity Incentive Plan for Non-Employee Directors, the CTC Communications
1998 Incentive Plan and the CTC Communications 1993 Stock Option Plan.
(2) The Proposed Maximum Offering Price Per Share for the purpose of calculating the
registration fee has been determined in accordance with Rule 457(c) and is based on the
average of the high and low prices reported on the Nasdaq National Market on December 23,
1999.
(3) The Proposed Maximum Offering Price Per Share for the purpose of calculating the
registration fee has been determined in accordance with Rule 457(h) and is based upon the
weighted average exercise price per share of approximately $7.19 as to the 762,044
outstanding but unexercised options to purchase Common Stock under the 1993 Stock Option
Plan.
(5) Pursuant to Rule 429, the prospectus related to this registration statement also relates
to (a) the registration statement on Form S-8 (No. 333-68767), which registered 1,500,000
shares of Common Stock to be issued upon the exercise of options to be granted under the 1998
Incentive Plan. A filing fee of $2,929 was paid at the time of filing (December 11, 1996).
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
(A) CTC Communications Group, Inc.: 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) 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.
(2) Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
(3) 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 Corp.: The following documents as filed with
the Securities and Exchange Commission (the "Commission") by CTC
Communications Corp., the predecessor registrant, 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 CTC Communications Group, Inc.
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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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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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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 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 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
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POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Robert J. Fabbricatore and John D. Pittenger,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement on Form S-8, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Robert J. Fabbricatore Chairman of the Board December 29, 1999
Robert J. Fabbricatore and Chief Executive
Officer, Director
/s/ John D. Pittenger Principal Financial and December 29, 1999
John D. Pittenger Accounting Officer
/s/ Richard J. Santagati
Richard J. Santagati Director December 29, 1999
/s/ J. Richard Murphy
J. Richard Murphy Director December 29, 1999
/s/ Henry Hermann
Henry Hermann Director December 28, 1999
/s/ Ralph C. Sillari
Ralph C. Sillari Director December 28, 1999
Kevin J. Maroni Director December __, 1999
Robert A. Nicholson Director December __, 1999
Carl Redfield Director December __, 1999
Katherine D. Courage Director December __, 1999
/s/ Ralph S. Troupe
Ralph S. Troupe Director December 29, 1999
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EXHIBIT INDEX
Exhibit No. Description
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4.1 CTC Communications Equity Incentive Plan for
Non-Employee Directors.
4.2 CTC Communications 1998 Incentive Plan.
4.3 CTC Communications 1993 Stock Option Plan.**
5 Opinion of Law Offices of Leonard R. Glass, P.A.
as to the legality of the shares being
registered.
23.1 Consent of Law Offices of Leonard R. Glass, P.A.,
(contained in Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (contained on page II-6 hereof).
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** Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp.'s Annual Report on Form 10-K for the Fiscal Year
Ended March 31, 1997.
EXHIBIT 4.1
CTC COMMUNICATIONS GROUP, INC.
1999 EQUITY INCENTIVE PLAN FOR
NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of this Equity Incentive Plan for Non-Employee Directors (the
"Plan") is to advance the interests of (the "Company") by enhancing the ability
of the Company to attract and retain non-employee directors who are in a
position to make significant contributions to the success of the Company and to
align the interests of those directors more closely with those of the
stockholders.
2. Administration
Unless otherwise determined by the Board of Directors of the Company (the
"Board"), the Plan shall be administered by the Compensation Committee of the
Board or such other committee of the Board designated by the Board for that
purpose (the "Committee"). If the Board shall determine that the Plan shall be
administered by the entire Board, the references in the Plan to the "Committee"
shall be deemed references to the Board. The Committee shall have authority,
not inconsistent with the express provisions of the Plan, (a) to grant options
in accordance with the Plan, (b) to prescribe the form or forms of instruments
evidencing options and any other instruments required under the Plan and to
change such forms from time to time; (c) to adopt, amend and rescind rules and
regulations for the administration of the Plan; and (d) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan. Such determinations of the Committee shall
be conclusive and shall bind all parties.
3. Effective Date and Term of the Plan
The Plan shall become effective on July 27, 1999, the date on which the Plan
was approved by the Board of Directors of the Company, subject to approval by
the stockholders of the Company. After July 27, 2009, no option shall be
granted under the Plan, but options previously granted may extend beyond that
date. No elections may be made, and no Deferred Stock Awards shall be granted,
pursuant to Section 7 with respect to Fees for services rendered after March
31, 2009.
4. Shares Subject to the Plan
a. Number of Shares. Subject to adjustment as provided in Section 4(c), the
aggregate number of shares of Common Stock of the Company ("Stock") that may be
delivered upon the exercise of options or pursuant to Deferred Stock Awards
granted under the Plan shall be 200,000. If any option granted under the Plan
terminates without having been exercised in full, the number of shares of Stock
as to which such option was not exercised shall be available for future grants
within the limits set forth in this Section 4(a).
b. Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury. No fractional shares of Stock shall be delivered under the Plan.
c. Changes in Stock. In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's
capital stock occurring after the effective date of the Plan, the number and
kind of shares of stock or securities of the Company subject to options then
outstanding or subsequently granted under the Plan, the maximum number of
shares or securities that may be delivered under the Plan, the exercise price,
and other relevant provisions shall be appropriately adjusted by the Committee,
whose determination shall be binding on all persons.
The Committee may also adjust the number of shares subject to outstanding
awards and the exercise price and the terms of outstanding awards to take into
consideration material changes in accounting practices or
principles, extraordinary dividends, consolidations or mergers (except those
described in Section 6(j)), acquisitions or dispositions of stock or property
or any other event if it is determined by the Board that such adjustment is
appropriate to avoid distortion in the operation of the Plan.
5. Eligibility for the Plan
Directors who are not employees of the Company or any subsidiary of the
Company ("Eligible Directors") shall be eligible to receive options and
Deferred Stock Awards under the Plan.
6. Terms and Conditions of Options
a. Formula Options. At each annual meeting at which an Eligible Director is
reelected or is continuing as a director, such Eligible Director shall be
granted an option to purchase 10,000 shares of Stock. The options awarded under
this paragraph (a) are referred to as "Formula Options." The grant of Formula
Options shall not require any action by the Committee.
b. Discretionary Options. The Committee shall also have the authority under
this Plan to award options to purchase Stock to Eligible Directors in such
amounts and on such terms not inconsistent with this Plan as it shall determine
at the time of the award. The Options awarded under this paragraph (b) are
referred to herein as "Discretionary Options."
c. Exercise Price. The exercise price of each Formula Option shall be 100%
of the Fair Market Value (as defined below) per share of the Stock on the day
before the date the option is granted. The exercise price of each Discretionary
Options shall be set by the Committee. In no event, however, shall the option
price of any option be less, in the case of an original issue of authorized
stock, than par value per share. For purposes of this paragraph, (A) the "Fair
Market Value" of a share of Stock on any date shall be the Closing Price or, if
there was no Closing Price on such day, the latest day prior thereto on which
there was a Closing Price; and (B) the "Closing Price" of the Stock on any
business day will be the last sale price as reported on the principal market on
which the Stock is traded or, if no last sale is reported, then the mean
between the highest bid and lowest asked prices on that day.
d. Duration of Options. The latest date on which an option may be exercised
(the "Final Exercise Date") shall be (i) in the case of Formula Options, the
date which is five years from the date the Option was granted and (ii) in the
case of Discretionary Options, such date as the Committee may determine, but in
no event later than ten years from the date the Option was granted.
e. Exercise of Options.
i. Each Formula Option shall be exercisable on the date of grant. Each
Discretionary Option shall become exercisable at such time or times as the
Committee shall determine.
ii. Any exercise of an option shall be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (i) any
documentation required by the Committee and (ii) payment in full for the
number of shares for which the option is exercised.
iii. If an option is exercised by the executor or administrator of a
deceased director, or by the person or persons to whom the option has been
transferred by the director's will, the applicable laws of descent and
distribution or pursuant to Section 6(g) below, the Company shall be under
no obligation to deliver Stock pursuant to such exercise until the Company
is satisfied as to the authority of the person or persons exercising the
option.
f. Payment for and Delivery of Stock. Stock purchased upon exercise of
options under the Plan shall be paid for as follows: (i) in cash or by check
(acceptable to the Company in accordance with guidelines established for this
purpose), bank draft or money order payable to the order of the Company; (ii)
through the delivery of shares of Stock (which, in the case of shares of Stock
acquired from the Company, have been
outstanding for at least six months) having a fair market value on the last
business day preceding the date of exercise equal to the exercise price; (iii)
by delivery of an unconditional and irrevocable undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the purchase price; or
(iv) by any combination of the foregoing permissible forms of payment;
provided, that if the Stock delivered upon exercise of the option is an
original issue of authorized Stock, at least so much of the exercise price as
represents the par value of such Stock shall be paid other than with a personal
check of the option holder.
g. Discretionary Payments. If (i) the market price of shares of Stock
subject to an option exceeds the exercise price of the option at the time of
its exercise, and (ii) the person exercising the option so requests the
Committee in writing, the Committee may in its sole discretion cancel the
option and cause the Company to pay in cash or in shares of Stock (at a price
per share equal to the fair market value per share) to the person exercising
the option an amount equal to the difference between the fair market value of
the Stock which would have been purchased pursuant to the exercise (determined
on the date the option is canceled) and the aggregate exercise price which
would have been paid.
h. Death. Except as otherwise determined by the Board, upon the death of any
Eligible Director, all options not then exercisable shall terminate. All
options held by the director that are exercisable immediately prior to death
may be exercised by his or her executor or administrator, or by the person or
persons to whom the option is transferred by will or the applicable laws of
descent and distribution or pursuant to Section 6(g), at any time within one
year after the director's death (subject, however, to the limitations of
Section 6(c) regarding the maximum exercise period for such option). After
completion of that one-year period, such options shall terminate to the extent
not previously exercised.
i. Other Termination of Status of Director. If a director's service with the
Company terminates for any reason other than death, all options held by the
director that are not then exercisable shall terminate. Options that are
exercisable on the date of termination shall continue to be exercisable for a
period of three months (subject to Section 6(c)). After completion of that
three-month period, such options shall terminate to the extent not previously
exercised, expired or terminated.
j. Mergers, etc. In the event of a merger or consolidation of the Company,
or series of transactions of which such a merger or consolidation is a part,
which results in the stockholders of the Company immediately prior to such
transaction or series of transactions beneficially owning less than a majority
of the outstanding voting securities of the surviving entity immediately
following such transaction or series of transactions or which results in a
single person or entity or group of persons or entities acting in concert
owning at least a majority of the outstanding voting securities of the
surviving entity immediately following such transaction or series of
transactions, a sale, transfer, lease or other conveyance of all or
substantially all of the Company's assets in a transaction or series of
transactions, or a dissolution or liquidation of the Company, all options
hereunder will terminate; provided, that immediately prior to the consummation
of any such transaction described above, all options outstanding hereunder that
are not otherwise exercisable shall become immediately exercisable, and
provided, further, that in lieu of termination, the Board may cause the
acquiring or surviving corporation to assume all Options outstanding under this
Plan, or provide replacement options for such options on substantially the same
terms as are provided by this Plan, with such adjustments to the number of
shares covered by such Options and the exercise price thereof as may be
necessary to reflect the exchange ratio provided for in the merger or
consolidation and with such other changes as are necessary to permit the
options to remain exercisable and outstanding after the effective date of such
merger or consolidation despite the termination of the Eligible Director's
service as a director of the Company.
7. Deferred Stock Grant in Lieu of Fees
a. Deferred Stock Grants. Each Eligible Director who shall have so elected
(pursuant to the procedures below) shall be granted irrevocable rights to
receive shares of Stock to be delivered in the future ("Deferred Stock Awards")
in lieu of the cash fees that would otherwise be payable to such Eligible
Director. Each Eligible Director shall receive a Deferred Stock Award in lieu
of any annual retainer fee to which such Eligible
Director may be entitled ("Annual Fee") and a Deferred Stock Award in lieu of
any fees to which such Eligible Director may be entitled with respect to any
meeting of the Board or any committee thereof ("Meeting Fees"). The number of
shares of Stock subject to a Deferred Stock Award shall be that number of
shares of Stock the Fair Market Value of which is equal, in the case of the
Annual Fee, to the amount of such Annual Fee on the first business day of the
calendar year for which such Annual Fee is payable, and in the case of a
Meeting Fee, to the amount of such Meeting Fee on the day before the date of
meeting for which such Meeting Fee is payable. The grant of Deferred Stock
Awards shall not require any action by the Committee.
b. Issuance of Deferred Stock. Stock issuable pursuant to a Deferred Stock
Award granted under this Plan shall be issued by the Company to the Eligible
Director on the earliest of (i) the first business day of the third January
following such Deferred Stock Award, (ii) the date of an event described in
Section 6(j) of this Plan or (iii) the date on which such Eligible Director
shall cease to be a Director of the Company, and certificates therefore shall
be delivered by the Company promptly after such date.
c. Notice Procedures. Prior to the beginning of any fiscal year of the
Company, an Eligible Director may notify the Company in writing of his or her
election to be granted Deferred Stock Awards in lieu of fees for the calendar
year succeeding the year in which the election is made and unless and until any
subsequent notice is given, as provided below, each calendar year thereafter (a
"Deferred Stock Election"). By making a Deferred Stock Election, such Eligible
Director agrees to forego any cash payment of the Annual Fees and Meeting Fees
paid in the form of Deferred Stock Awards. Any Deferred Stock Election shall be
irrevocable as to each calendar year once that year begins. Any Deferred Stock
Election shall continue in effect from year to year, until revoked, which
revocation shall be effective as to all years subsequent to the year in which
the notice of revocation is given, unless and until such Eligible Director
makes a subsequent Deferred Stock Election.
8. General Provisions
a. Effect of Lack of Shares. In the event that on any date on which options
or Deferred Stock Awards are to be granted hereunder, there is not a sufficient
number of shares of Stock available to implement fully the shares issuable
thereunder, then each such director entitled to an option grant or a Deferred
Stock Award at such time shall receive a pro rata portion of the option and/or
Deferred Stock Award contemplated by this Plan to the maximum extent. In
addition, if an Deferred Stock Award cannot be implemented due to a lack of
shares, then the director's agreement to forgo Fees shall be deemed
automatically revoked to the same extent unless with the Director's consent the
Board is seeking authorization for additional shares.
b. Non-Plan Issuances. Neither adoption of the Plan nor the grant of options
or Deferred Stock Grants to an Eligible Director shall affect the Company's
right to grant to such director options that are not subject to the Plan, to
issue to such director Stock as a bonus or otherwise, or to adopt other plans
or arrangements under which Stock may be issued to directors.
c. No Rights as Stockholder. A holder of an option or Deferred Stock Award
shall not have the rights of a stockholder with respect to shares issuable with
respect to such option or award.
d. Fulfillment of Legal Obligations. The Company shall not be obligated to
deliver any shares of Stock (a) until, in the opinion of the Company's counsel,
all applicable federal and state laws and regulations have been complied with,
and (b) if the outstanding Stock is at the time listed on any stock exchange or
market, until the shares to be delivered have been listed or authorized to be
listed on such exchange or market upon official notice of issuance, and (c)
until all other legal matters in connection with the issuance and delivery of
such shares have been approved by the Company's counsel. If the sale of Stock
has not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the option, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.
e. Nontransferability of Options and Awards. No option or Deferred Stock
Award may be transferred other than by will or by the laws of descent and
distribution. During a director's lifetime, an option may be exercised only by
him or her. During a director's lifetime, a Deferred Stock Award may be paid
only by him or her.
f. Termination & Amendment. The Board may at any time terminate the Plan as
to any further grants of options or Deferred Stock Awards. The Committee may at
any time or times, amend the Plan for any purpose which may at the time be
permitted by law, but (without the person's consent) no such amendment shall
adversely affect the rights of any person with respect to a previously granted
option or Deferred Stock Award.
EXHIBIT 4.2
AMENDMENT NO. 1 TO CTC COMMUNICATIONS 1998 INCENTIVE PLAN
Pursuant to a vote of a majority of the Company's stockholders at the
Annual Meeting of Stockholders duly held on September 16, 1999,
paragraph a
of Section 4 of the CTC Communications 1998 Incentive Plan is hereby
amended to read as follows:
"4. LIMITS ON AWARD UNDER THE PLAN
a. Number of Shares. A maximum of 2,250,000 shares of Stock
may be delivered in satisfaction of Awards under the Plan. For
purposes of the preceding sentence, the following shares shall not be
considered to have been delivered under the Plan: (i) shares
remaining under an Award that terminates without having been exercised
in full; (ii) shares subject to an Award, where cash is delivered to a
Participant in lieu of such shares; (iii) shares of Restricted Stock
that have been forfeited in accordance with the terms of the applicable
Award; and (iv) shares held back, in satisfaction of the exercise price
or tax withholding requirements, from shares that would otherwise have
been delivered pursuant to an Award. The number of shares of Stock
delivered under an Award shall be determined net of any previously
acquired Shares tendered by the Participant in payment of the exercise
price or of withholding taxes."
CTC COMMUNICATIONS GROUP, INC.
1998 INCENTIVE PLAN
1. DEFINED TERMS
Exhibit A, which is incorporated by reference, defines the terms
used in the Plan and sets forth certain operational rules related to
those terms.
2. GENERAL
The Plan has been established to advance the interests of the
Company by giving selected Employees, directors and other persons
(including both individuals and entities) who provide services to the
Company or its Affiliates Stock-based incentives or incentives based on
Performance Criteria.
3. ADMINISTRATION
The Administrator has discretionary authority, subject only to
the express provisions of the Plan, to interpret the Plan; determine
eligibility for and grant Awards; determine, modify or waive the terms
and conditions of any Award; prescribe forms, rules and procedures
(which it may modify or waive); and otherwise do all things necessary
to carry out the purposes of the Plan. Once an Award has been
communicated in writing to a Participant, the Administrator may not,
without the Participant's consent, alter the terms of the Award so as
to affect adversely the Participant's rights under the Award, unless
the Administrator expressly reserved the right to do so in writing at
the time of such communication. In the case of any Award intended to
be eligible for the performance-based compensation exception under
Section 162(m), the Administrator shall exercise its discretion
consistent with qualifying the Award for such exception.
4. LIMITS ON AWARD UNDER THE PLAN
a. Number of Shares. A maximum of 1,500,000 shares of Stock
may be delivered in satisfaction of Awards under the Plan. For
purposes of the preceding sentence, the following shares shall not be
considered to have been delivered under the Plan: (i) shares
remaining under an Award that terminates without having been exercised
in full; (ii) shares subject to an Award, where cash is delivered to a
Participant in lieu of such shares; (iii) shares of Restricted Stock
that have been forfeited in accordance with the terms of the applicable
Award; and (iv) shares held back, in satisfaction of the exercise price
or tax withholding requirements, from shares that would otherwise have
been delivered pursuant to an Award. The number of shares of Stock
delivered under an Award shall be determined net of any previously
acquired Shares tendered by the Participant in payment of the exercise
price or of withholding taxes.
b. Type of Shares. Stock delivered by the Company under the
Plan may be authorized but unissued Stock or previously issued Stock
acquired by the Company and held in treasury. No fractional shares of
Stock will be delivered under the Plan.
c. Option & SAR Limits. The maximum number of shares of
Stock for which Stock Options may be granted to any person in any
calendar year, the maximum number of shares of Stock subject to SARs
granted to any person in any calendar year and the aggregate maximum
number of shares of Stock subject to other Awards that may be delivered
to any person in any calendar year shall each be 1,000,000. For
purposes of the preceding sentence, the repricing of a Stock Option or
SAR shall be treated as a new grant to the extent required under
Section 162(m). Subject to these limitations, each person eligible to
participate in the Plan shall be eligible in any year to receive Awards
covering up to the full number of shares of Stock then available for
Awards under the Plan.
d. Other Award Limits. No more than $1,000,000 may be paid
to any individual with respect to any Cash Performance Award. In
applying the limitation of the preceding sentence: (A) multiple Cash
Performance Awards to the same individual that are determined by
reference to performance periods of one year or less ending with or
within the same fiscal year of the Company shall be subject in the
aggregate to one limit of such amount, and (B) multiple Cash
Performance Awards to the same individual that are determined by
reference to one or more multi-year performance periods ending in the
same fiscal year of the Company shall be subject in the aggregate to a
separate limit of such amount. With respect to any Performance Award
other than a Cash Performance Award or a Stock Option or SAR, the
maximum Award opportunity shall be 1,000,000 shares of Stock or their
equivalent value in cash, subject to the limitations of Section 4.c.
5. ELIGIBILITY AND PARTICIPATION
The Administrator will select Participants from among those key
Employees, directors and other individuals or entities providing
services to the Company or its Affiliates who, in the opinion of the
Administrator, are in a position to make a significant contribution to
the success of the Company and its Affiliates. Eligibility for ISOs is
further limited to those individuals whose employment status would
qualify them for the tax treatment described in Sections 421 and 422 of
the Code.
6. RULES APPLICABLE TO AWARDS
a. ALL AWARDS
(1) Terms of Awards. The Administrator shall determine
the terms of all Awards subject to the limitations provided herein.
(2) Performance Criteria. Where rights under an Award
depend in whole or in part on satisfaction of Performance Criteria,
actions by the Company that have an effect, however material, on such
Performance Criteria or on the likelihood that they will be satisfied
will not be deemed an amendment or alteration of the Award.
(3) Alternative Settlement. The Company may at any
time extinguish rights under an Award in exchange for payment in cash,
Stock (subject to the limitations of Section 4) or other property on
such terms as the Administrator determines, provided the holder of the
Award consents to such exchange.
(4) Transferability Of Awards. Except as the
Administrator otherwise expressly provides, Awards may not be
transferred other than by will or by the laws of descent and
distribution, and during a Participant's lifetime an Award requiring
exercise may be exercised only by the Participant (or in the event of
the Participant's incapacity, the person or persons legally appointed
to act on the Participant's behalf).
(5) Vesting, Etc. Without limiting the generality of
Section 3, the Administrator may determine the time or times at which
an Award will vest (i.e., become free of forfeiture restrictions) or
become exercisable and the terms on which an Award requiring exercise
will remain exercisable. Unless the Administrator expressly provides
otherwise, immediately upon the cessation of the Participant's
employment or other service relationship with the Company and its
Affiliates, an Award requiring exercise will cease to be exercisable,
and all Awards to the extent not already fully vested will be
forfeited, except that:
(A) all Stock Options and SARs held by a Participant
immediately prior to his or her death, to the extent then exercisable,
will remain exercisable by such Participant's executor or administrator
or the person or persons to whom the Stock Option or SAR is transferred
by will or the applicable laws of descent and distribution, for the
lesser of (i) a one year period ending with the first anniversary of
the Participant's death or (ii) the period ending on the latest date on
which such Stock Option or SAR could have been exercised without regard
to this Section 6.a.(5) and shall thereupon terminate;
(B) All Stock Options and SARs held by the Participant immediately
prior to the cessation of the Participant's employment or other service
relationship for reasons other than death and except as provided in (C)
below, to the extent then exercisable, will remain exercisable for the
lesser of (i) a period of three months or (ii) the period ending on the
latest date on which such Stock Option or SAR could have been exercised
without regard to this Section 6.a.(5), and shall thereupon terminate;
and
(C) all Stock Options and SARs held by the Participant whose
cessation of employment or other service relationship is determined by
the Administrator in its sole discretion to result for reasons which
cast such discredit on the Participant as to justify immediate
termination of the Award shall immediately terminate upon such
cessation.
Unless the Administrator expressly provides otherwise, a Participant's
"employment or other service relationship with the Company and its
Affiliates" will be deemed to have ceased, in the case of an employee
Participant, upon termination of the Participant's employment with the
Company and its Affiliates (whether or not the Participant continues in
the service of the Company or its Affiliates in some capacity other
than that of an employee of the Company or its Affiliates), and in the
case of any other Participant, when the service relationship in respect
of which the Award was granted terminates (whether or not the
Participant continues in the service of the Company or its Affiliates
in some other capacity).
(6) Taxes. The Administrator will make such provision
for the withholding of taxes as it deems necessary. The Administrator
may, but need not, hold back shares of Stock from an Award or permit a
Participant to tender previously owned shares of Stock in satisfaction
of tax withholding requirements.
(7) Dividend Equivalents, Etc. The Administrator may
provide for the payment of amounts in lieu of cash dividends or other
cash distributions with respect to Stock subject to an Award.
(8) Rights Limited. Nothing in the Plan shall be
construed as giving any person the right to continued employment or
service with the Company or its Affiliates, or any rights as a
shareholder except as to shares of Stock actually issued under the
Plan. The loss of existing or potential profit in Awards will not
constitute an element of damages in the event of termination of
employment or service for any reason, even if the termination is in
violation of an obligation of the Company or Affiliate to the
Participant.
(9) Section 162(m). In the case of an Award intended
to be eligible for the performance-based compensation exception under
Section 162(m), the Plan and such Award shall be construed to the
maximum extent permitted by law in a manner consistent with qualifying
the Award for such exception. In the case of a Performance Award
intended to qualify as performance-based for the purposes of Section
162(m) (other than a Stock Option or SAR with an exercise price at
least equal to the fair market value of the underlying Stock on the
date of grant), the Committee shall in writing preestablish one or more
specific Performance Criteria no later than 90 days after the
commencement of the period of service to which the performance relates
(or at such earlier time as is required to qualify the Award as
performance-based under Section 162(m)). Prior to payment of any
Performance Award (other than a Stock Option or SAR with an exercise
price at least equal to the fair market value of the underlying Stock
on the date of grant) intended to qualify as performance-based under
Section 162(m), the Committee shall certify whether the Performance
Criteria have been attained and such determination shall be final and
conclusive. If the Performance Criteria with respect to any such Award
are not attained, no other Award shall be provided in substitution of
the Performance Award.
b. AWARDS REQUIRING EXERCISE
(1) Time And Manner Of Exercise. Unless the
Administrator expressly provides otherwise, (a) an Award requiring
exercise by the holder will not be deemed to have been exercised until
the Administrator receives a written notice of exercise (in form
acceptable to the Administrator) signed by the appropriate person and
accompanied by any payment required under the Award; and (b) if the
Award is exercised by any person other than the Participant, the
Administrator may require satisfactory evidence that the person
exercising the Award has the right to do so.
(2) Exercise Price. The Administrator shall determine
the exercise price of each Stock Option provided that each Stock Option
intended to qualify for the performance-based exception under Section
162(m) of the Code and each ISO must have an exercise price that is not
less than the fair market value of the Stock subject to the Stock
Option, determined as of the date of grant. An ISO granted to an
Employee described in Section 422(b)(6) of the Code must have an
exercise price that is not less than 110% of such fair market value.
(3) Payment Of Exercise Price, If Any. Where the
exercise of an Award is to be accompanied by payment, the Administrator
may determine the required or permitted forms of payment, subject to
the following: (a) all payments will be by cash or check acceptable to
the Administrator, or, if so permitted by the Administrator (with the
consent of the optionee of an ISO if permitted after the grant), (i)
through the delivery of shares of Stock which have been outstanding for
at least six months (unless the Administrator approves a shorter
period) and which have a fair market value equal to the exercise price,
(ii) by delivery of a promissory note of the person exercising the
Award to the Company, payable on such terms as are specified by the
Administrator, (iii) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient
funds to pay the exercise price, or (iv) by any combination of the
foregoing permissible forms of payment; and (b) where shares of Stock
issued under an Award are part of an original issue of shares, the
Award shall require an exercise price equal to at least the par value
of such shares.
(4) Reload Awards. The Administrator may provide that
upon the exercise of an Award, either by payment of cash or (if
permitted under Section 6.b.(3) above) through the tender of previously
owned shares of Stock, the Participant or other person exercising the
Award will automatically receive a new Award of like kind covering a
number of shares of Stock equal to the number of shares of Stock for
which the first Award was exercised.
(5) ISOs. No ISO may be granted under the Plan after
November 16, 2008, but ISOs previously granted may extend beyond that
date.
c. AWARDS NOT REQUIRING EXERCISE
Awards of Restricted Stock and Unrestricted Stock may be made in
return for either (i) services determined by the Administrator to have
a value not less than the par value of the Awarded shares of Stock, or
(ii) cash or other property having a value not less than the par value
of the Awarded shares of Stock plus such additional amounts (if any) as
the Administrator may determine payable in such combination and type of
cash, other property (of any kind) or services as the Administrator may
determine.
7. EFFECT OF CERTAIN TRANSACTIONS
a. MERGERS, ETC.
In the event of a Covered Transaction, all outstanding Awards
shall vest and if relevant become exercisable and all deferrals, other
than deferrals of amounts that are neither measured by reference to nor
payable in shares of Stock, shall be accelerated, immediately prior to
the Covered Transaction and upon consummation of such Covered
Transaction all Awards then outstanding and requiring exercise shall be
forfeited unless assumed by an acquiring or surviving entity or its
affiliate as provided in the following sentence. In connection with
any Covered Transaction in which there is an acquiring or surviving
entity, the Administrator may provide for substitute or replacement
Awards from, or the assumption of Awards by, the acquiring or surviving
entity or its affiliates, any such substitution, replacement or
assumption to be on such terms as the Administrator determines.
b. CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK
(1) Basic Adjustment Provisions. In the event of a stock
dividend, stock split or combination of shares, recapitalization or
other change in the Company's capital structure, the Administrator will
make appropriate adjustments to the maximum number of shares that may
be delivered under the Plan under Section 4.a. and to the maximum share
limits described in Section 4.b., and will also make appropriate
adjustments to the number and kind of shares of stock or securities
subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards
affected by such change.
(2) Certain Other Adjustments. The Administrator may
also make adjustments of the type described in paragraph (1) above to
take into account distributions to common stockholders other than those
provided for in Section 7.a. and 7.b.(1), or any other event, if the
Administrator determines that adjustments are appropriate to avoid
distortion in the operation of the Plan and to preserve the value of
Awards made hereunder; provided, that no such adjustment shall be made
to the maximum share limits described in Section 4.c. or 4.d., or
otherwise to an Award intended to be eligible for the performance-based
exception under Section 162(m), except to the extent consistent with
that exception, nor shall any change be made to ISOs except to the
extent consistent with their continued qualification under Section 422
of the Code.
(3) Continuing Application of Plan Terms. References in
the Plan to shares of Stock shall be construed to include any stock or
securities resulting from an adjustment pursuant to Section 7.b.(1) or
7.b.(2) above.
8. LEGAL CONDITIONS ON DELIVERY OF STOCK
The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove any restriction from shares of Stock
previously delivered under the Plan until the Company's counsel has
approved all legal matters in connection with the issuance and delivery
of such shares; if the outstanding Stock is at the time of delivery
listed on any stock exchange or national market system, the shares to
be delivered have been listed or authorized to be listed on such
exchange or system upon official notice of issuance; and all conditions
of the Award have been satisfied or waived. If the sale of Stock has
not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act. The Company may require
that certificates evidencing Stock issued under the Plan bear an
appropriate legend reflecting any restriction on transfer applicable to
such Stock.
9. AMENDMENT AND TERMINATION
Subject to the last sentence of Section 3, the Administrator may
at any time or times amend the Plan or any outstanding Award for any
purpose which may at the time be permitted by law, or may at any time
terminate the Plan as to any further grants of Awards; provided, that
(except to the extent expressly required or permitted by the Plan) no
such amendment will, without the approval of the stockholders of the
Company, effectuate a change for which stockholder approval is required
in order for the Plan to continue to qualify under Section 422 of the
Code and for Awards to be eligible for the performance-based exception
under Section 162(m).
10. NON-LIMITATION OF THE COMPANY'S RIGHTS
The existence of the Plan or the grant of any Award shall not in
any way affect the Company's right to Award a person bonuses or other
compensation in addition to Awards under the Plan.
11. GOVERNING LAW
The Plan shall be construed in accordance with the laws of the
State of Massachusetts.
EXHIBIT A
Definition of Terms
The following terms, when used in the Plan, shall have the meanings and
be subject to the provisions set forth below:
"Administrator": The Board or, if one or more has been appointed, the
Committee.
"Affiliate": Any corporation or other entity owning, directly or
indirectly, 50% or more of the outstanding Stock of the Company, or in
which the Company or any such corporation or other entity owns,
directly or indirectly, 50% of the outstanding capital stock
(determined by aggregate voting rights) or other voting interests.
"Award": Any or a combination of the following:
Stock Options.
SARs.
Restricted Stock.
Unrestricted Stock.
Deferred Stock.
Securities (other than Stock Options) that are convertible into or
exchangeable for Stock on such terms and conditions as the
Administrator determines.
Cash Performance Awards.
Performance Awards.
Grants of cash, or loans, made in connection with other Awards in order
to help defray in whole or in part the economic cost (including tax
cost) of the Award to the Participant.
"Board": The Board of Directors of the Company.
"Cash Performance Award": A Performance Award payable in cash. The
right of the Company under Section 6.a.(3) to extinguish an Award in
exchange for cash or the exercise by the Company of such right shall
not make an Award otherwise not payable in cash a Cash Performance
Award.
"Code": The U.S. Internal Revenue Code of 1986 as from time to time
amended and in effect, or any successor statute as from time to time in
effect.
"Committee": One or more committees of the Board which in the case of
Awards granted to officers of the Company shall be comprised solely of
two or more outside directors within the meaning of Section 162(m).
Any Committee may delegate ministerial tasks to such persons (including
Employees) as it deems appropriate.
"Company": CTC Communications Group, Inc.
"Covered Transaction": Any of (i) a consolidation or merger in which
the Company is not the surviving corporation or which results in the
acquisition of all or substantially all of the Company's then
outstanding common stock by a single person or entity or by a group of
persons and/or entities acting in concert, (ii) a sale or transfer of
all or substantially all the Company's assets, or (iii) a dissolution
or liquidation of the Company.
"Deferred Stock": A promise to deliver Stock or other securities in
the future on specified terms.
"Employee": Any person who is employed by the Company or an Affiliate.
"ISO": A Stock Option intended to be an "incentive stock option"
within the meaning of Section 422 of the Code. No Stock Option Awarded
under the Plan will be an ISO unless the Administrator expressly
provides for ISO treatment.
"Participant": An Employee, director or other person providing
services to the Company or its Affiliates who is granted an Award under
the Plan.
"Performance Award": An Award subject to Performance Criteria. The
Committee in its discretion may grant Performance Awards that are
intended to qualify for the performance-based compensation exception
under Section 162(m) and Performance Awards that are not intended so to
qualify.
"Performance Criteria": Specified criteria the satisfaction of which
is a condition for the exercisability, vesting or full enjoyment of an
Award. For purposes of Performance Awards that are intended to qualify
for the performance-based compensation exception under Section 162(m),
a Performance Criterion shall mean an objectively determinable measure
of performance relating to any of the following (determined either on a
consolidated basis or, as the context permits, on a divisional,
subsidiary, line of business, project or geographical basis or in
combinations thereof): (i) sales; revenues; assets; expenses; earnings
before or after deduction for all or any portion of interest, taxes,
depreciation, amortization or other items, whether or not on a
continuing operations or an aggregate or per share basis; return on
equity, investment, capital or assets; one or more operating ratios;
borrowing levels, leverage ratios or credit rating; market share;
capital expenditures; cash flow; stock price; stockholder return;
network deployment; sales of particular products or services; customer
acquisition, expansion and retention; or any combination of the
foregoing; or (ii) acquisitions and divestitures (in whole or in part);
joint ventures and strategic alliances; spin-offs, split-ups and the
like; reorganizations; recapitalizations, restructurings, financings
(issuance of debt or equity) and refinancings; transactions that would
constitute a change of control; or any combination of the foregoing. A
Performance Criterion measure and targets with respect thereto
determined by the Administrator need not be based upon an increase, a
positive or improved result or avoidance of loss.
"Plan": The CTC Communications Group 1998 Incentive Plan as from time
to time amended and in effect.
"Restricted Stock": An Award of Stock subject to restrictions
requiring that such Stock be redelivered to the Company if specified
conditions are not satisfied.
"Section 162(m)": Section 162(m) of the Code.
"SARs": Rights entitling the holder upon exercise to receive cash or
Stock, as the Administrator determines, equal to a function (determined
by the Administrator using such factors as it deems appropriate) of the
amount by which the Stock has appreciated in value since the date of
the Award.
"Stock": Common Stock of the Company, par value $ .01 per share.
"Stock Options": Options entitling the recipient to acquire shares of
Stock upon payment of the exercise price.
"Unrestricted Stock": An Award of Stock not subject to any
restrictions under the Plan.
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 Rd.
Waltham MA 02451
Re: Registration Statement on Form S-8 Under the Securities Act of 1933
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about the date
hereof (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of the 1999 Equity Incentive
Plan for Non-Employee Directors (200,000 shares) the 1998 Incentive Plan
(as to 750,000 shares) and the 1993 Stock Option Plan (as to 762,044
shares) (collectively, the "Plans" and "Shares") as appropriate. As legal
counsel for CTC Communications Group, Inc., we have examined the
proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with the issuance and sale of the Shares
pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in and required by the Plans, will be legally and validly
issued, fully-paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under
Item 5, Interest of Named Experts and Counsel, in the 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.
-------------------------------------------------
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
Registration Statement (Form S-8) pertaining to the 1999 Equity Incentive
Plan for Non-Employee Directors, the 1998 Incentive Plan and the 1993
Stock Option 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
