SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CT Communications, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 56-1837282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Post Office Box 227
68 Cabarrus Avenue, East
Concord, N.C. 28026-0227
(Address of Principal Executive Offices)
CT Communications, Inc. 1996 Director Compensation Plan
(Full title of the Plan)
MICHAEL R. COLTRANE
President and CEO
CT Communications, Inc,
68 Cabarrus Avenue, East
Post Office Box 227
Concord, North Carolina 28026-0227
(Name and address of agent for service)
(704) 788-0214
(Telephone number, including area code, of agent for service)
Copy To:
R. DOUGLAS HARMON
Smith Helms Mulliss & Moore, L.L.P.
Post Office Box 31247
Charlotte, North Carolina 28231
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
Title of each Class of Class B Nonvoting Common Stock
Securities to be Registered
Amount to be 7,500 Shares
Registered
Proposed Maximum $165
Offering
Price Per Share (1)
Proposed Maximum $1,237,500
Aggregate Offering Price (1)
Amount of $375
Registration Fee
(1) Estimated solely for the purpose of calculating the registration fee
and computed according to Rule 457(h) under the Securities Act of 1933, as
amended, based on the price of the Common Stock of which options granted
pursuant to the Plan may be exercised.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the Prospectus of CT Communications, Inc. (the
"Registrant") with respect to this Registration Statement in accordance with
Rule 428 promulgated pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), are kept on file at the offices of the Registrant. The
Registrant will provide without charge to participants in the Plan referenced
herein, on the written or oral request of any such person, a copy of any or
all of the documents constituting the Prospectus. Written requests for such
copies should be directed to the Treasurer, CT Communications, Inc., 68
Cabarrus Avenue, East, Post Office Box 227, Concord, North Carolina
28026-0227. Telephone requests may be directed to (704) 788-0214.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein
and in the Prospectus constituting a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996, filed pursuant to Section 13
of the Exchange Act; and
(c) The description of the Registrant's Class B Nonvoting Common
Stock contained in its Registration Statement filed under the Exchange Act and
all amendments and reports filed for the purpose of updating such description,
including the Registrant's Definitive Proxy Statement filed with the
Commission on September 21, 1993.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto, which either indicates that all securities
offered hereto have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and the Prospectus and to be a part hereof and thereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein or therein
shall be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein
or therein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement or the Prospectus.
The Registrant will provide without charge to each person to whom the
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies should be
directed to the Treasurer, CT Communications, Inc., 68 Cabarrus Avenue, East,
Post Office 227, Concord, North Carolina 28026-0227. Telephone requests may
be directed to (704) 788-0214.
Item 6. Indemnification of Directors and Officers.
There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers nor resolutions adopted by the Registrant, relating to
indemnification. The Registrant's Restated Articles of Incorporation prevent
the recovery by the Registrant of monetary damages against its directors.
However, in accordance with the provisions of the North Carolina Business
Corporation Act (the "Act"), the Registrant's Bylaws provide that, in addition
to the indemnification of directors and officers otherwise provided by the
Act, the Registrant shall, under certain circumstances, indemnify its
directors, executive officers and certain other designated officers against
any and all liability and litigation expense, including reasonable attorneys'
fees, arising out of their status or activities as directors and officers,
except for liability or litigation expense incurred on account of activities
that were at the time known or reasonably should have been known by such
director or officer to be clearly in conflict with the best interests of the
Registrant. Pursuant to such Bylaws and as authorized by statute, the
Registrant maintains insurance on behalf of its directors and officers against
liability asserted against such persons in such capacity whether or not such
director or officers have the right to indemnification pursuant to the Bylaws
or otherwise.
In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which
directors and officers shall or may be indemnified. Section 55-8-51 of the
Act permits a corporation, with certain exceptions, to indemnify a present or
former director against liability if (i) he conducted himself in good faith,
(ii) he reasonably believed (x) that his conduct in his official capacity with
the corporation was in its best interests and (y) in all other cases his
conduct was at least not opposed to the corporation's best interest, and (iii)
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. A corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis. The above standard of conduct is determined by the
Board of Directors, or a committee thereof, special legal counsel or the
shareholders as prescribed in Section 55-8-55 of the Act.
Sections 55-8-52 and 55-8-56 of the Act require a corporation to
indemnify a director or officer in the defense of any proceeding to which he
was a party because of his capacity as a director or officer against
reasonable expenses when he is wholly successful in his defense, unless the
articles of incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 allows a
corporation to indemnify and advance to an officer, employee or agent who is
not a director to the same extent as a director or as otherwise set forth in
the corporation's articles of incorporation or bylaws or by a resolution of
the board of directors.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles
of incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf
of these individuals.
THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS OF NORTH
CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DOES
NOT PURPORT TO BE COMPLETE. IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE RELEVANT STATUTES WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT INDEMNIFICATION
SHALL OR MAY BE MADE AND ACCORDINGLY ARE SET FORTH IN EXHIBIT 99.2 HERETO AND
INCORPORATED HEREIN BY REFERENCE.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference in
this Registration Statement.
Exhibit No. Description of Exhibit
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P., as to
legality of securities to be registered.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P. (included in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent certified
public accountants.
24.1 Power of Attorney (Included in signature page).
99.1 CT Communications, Inc. 1996 Director Compensation Plan.
99.2 Provisions of North Carolina law relating to indemnification
(incorporated herein by reference to Exhibit 99.2 of the CT
Communications, Inc. Registration Statement on Form S-8
(Registration No. 33-59645) filed on May 26, 1995).
Item 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;
(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, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
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 (a)(1)(i) and (a)(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 by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than 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
Securities 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 City of Concord, North Carolina, on October
31, 1996.
CT COMMUNICATIONS, INC.
By: /S/ MICHAEL R. COLTRANE
Michael R. Coltrane
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Michael R. Coltrane and Barry R.
Rubens, and each of them acting individually, his true and lawful
attorneys-in-fact and agents 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, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them acting individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them acting individually, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ MICHAEL R. COLTRANE President, Chief Executive October 31, 1996
Michael R. Colt Officer and Director
(Principal Executive Officer)
/s/L.D. COLTANE III Chairman of the Board October 31, 1996
L.D. Coltrane III and Director
/S/ BARRY R. RUBENS Senior Vice President October 31, 1996
Barry R. Rubens (Principal Financial
and Principal Accounting
Officer)
/S/ JOHN R. BOGER, JR. Director October 31, 1996
John R. Boger, Jr.
/S/ O. CHARLIE CHEWNING Director October 31, 1996
O. Charlie Chewning
/S/ SAMUEL E. LEFTWICH Director October 31, 1996
Samuel E. Leftwich
/S/ JERRY H. MCCLELLAN Director October 31, 1996
Jerry H. McClellan
/S/ BEN F. MYNATT Director October 31, 1996
Ben F. Mynatt
/S/ PHIL W. WIDENHOUSE Director October 31, 1996
Phil W. Widenhouse
SMITH HELMS MULLISS & MOORE, L.L.P.
Post Office Box 31247
Charlotte, North Carolina 28231
Tel (704)343-2000
November 5, 1996
CT Communications, Inc.
68 Cabarrus Avenue, East
P. O. Box 227
Concord, North Carolina 28025
Re: Registration Statement on Form S-8 Filed November 5, 1996 - 7,500
Shares of Class B Nonvoting Common Stock to be Issued Pursuant to
1996 Director Compensation Plan
Ladies and Gentlemen:
In connection with the possible offering and sale from time to time of
all or a portion of 7,500 shares of the Class B Nonvoting Common Stock of CT
Communications, Inc. (the "Shares"), upon the terms and conditions set forth
in the Registration Statement on Form S-8 (the "Registration Statement") filed
on November 5, 1996 by the registrant with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, we are of the
opinion that when (a) the Registration Statement shall become effective and
(b) the Shares have been sold upon the terms and conditions set forth in the
Registration Statement, the Shares will be validly authorized and legally
issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as Exhibit 5.1
of the Registration Statement.
Very truly yours,
/S/ SMITH HELMS MULLISS & MOORE, L.L.P.
Independent Auditors' Consent
The Board of Directors
CT Communications, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 pertaining to the CT Communications, Inc. 1996 Director Compensation Plan
of our report dated March 1, 1996, related to the consolidated balance sheets
as of December 31, 1995 and 1994, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1995, and the related financial statement
schedule which report appears in the December 31, 1995 annual report on Form
10-K of CT Communications, Inc.
As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for investments as of January 1, 1994 to
adopt the provisions of its Financial Accounting Standards Board s Statement
of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." As discussed in Note 1, the
Company changed its method of accounting for income taxes on January 1, 1993
to adopt the provisions of the Financial Accounting Standards Board's SFAS No.
109, "Accounting for Income Taxes."
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
November 4, 1996
CT COMMUNICATIONS, INC.
1996 DIRECTOR COMPENSATION PLAN
ARTICLE I. Purposes:
The CT Communications, Inc., 1996 Director Compensation Plan (the "Plan")
is intended to encourage stock ownership by all members of the Board of
Directors (individually, a "Director") of CT Communications, Inc. (the
"Corporation") in order to increase each Director's proprietary interest in
the Corporation's success and to encourage individuals to remain a Director
of the Corporation.
ARTICLE II. Administration:
The Plan shall be operated by the Compensation Committee of the Board of
Directors of the Corporation (the "Committee"). Subject to the provisions of
the Plan, the Committee may, from time to time, prescribe rules and
regulations for the administration of the Plan and the payment of any
administrative fees associated with the Plan. The Committee may decide
questions which arise with respect to the interpretation or application of
said Plan, and such decisions shall not be subject to review. However, the
administration, interpretation and construction of the Plan will be
ministerial in nature and the Committee has no authority, discretion or power
to determine the number of shares received by a Director hereunder.
ARTICLE III. Right to Receive Stock:
Each Director shall be granted the right to receive his annual Director's
compensation, consisting of the Director's annual retainer and all regular
meeting, committee meeting and telephone conference meeting fees in shares of
Class B common stock (the "Stock"), or to receive the compensation in cash.
The retainer and all regular meeting, committee meeting and telephone
conference meeting fees are referred to collectively as the "Compensation".
The right to receive the Compensation in Stock instead of cash is referred to
as an "Election", and shall be made pursuant to Article IV hereof. The number
of shares which an electing Director receives for the Compensation shall be
calculated as provided in Article IV hereof.
ARTICLE IV. Terms and Conditions:
(a) Election Form: An Election shall be evidenced by a form provided to
each Director, which form shall (i) incorporate, by reference, the terms and
provisions of this Plan; and (ii) be executed by each electing Director.
(b) Converting Compensation to Stock: All Compensation for a Director
making an Election shall be converted to a number of whole and fractional
shares of Stock based upon the fair market value of the Stock or the
appropriate Grant Date as described in subsection (c) of this
Article IV. The number of whole and fractional shares of Stock calculated
under this section and all cash dividends payable on such Stock shall be
accrued on the Corporation's books until distributed pursuant to subsection
(f) of this Article IV.
(c) Grant Dates: A Grant Date hereunder is any date at which the fair
market value of the Stock is determined for purposes of calculating the number
of shares of Stock a Director will receive for his Compensation. The initial
Grant Date shall be the first day that is six months and one day following the
Director's Election. On the initial Grant Date all Compensation which has
been accrued by the Corporation following a Director's Election shall be
converted to the appropriate number of whole and fractional shares of Stock
based upon the fair market value of the Stock on the initial Grant Date.
Following the initial Grant Date, all subsequent Compensation earned by an
electing Director shall be converted to shares of Stock based upon
the fair market value of the Stock on the date such Compensation is paid or
made available to the Director.
(d) Elections by Directors on the Effective Date: Individuals who are
Directors on the Effective Date may make an Election for the Director's
1996-97 Compensation at any time after the Effective Date but no later than
the end of the Corporation's 1996-97 fiscal year. After making
an Election for the 1996-1997 fiscal year, all Compensation paid or made
available to a Director during such Direction's term will be converted to a
number of whole and fractional shares of Stock as provided in subsections (b),
(c) and (d) of this Article IV unless the Election is revoked
pursuant to subsection (g) of this Article IV.
(e) Elections By Directors After the Effective Date: Individuals who
become a Director after the Effective Date and Directors who did not make an
Election for the 1996-97 fiscal year may make an Election for Compensation
made available during any subsequent fiscal year. After making an Election
for any fiscal year, all Compensation paid or made available to a
Director during such Director's term will be converted to a number of whole
and fractional shares of Stock as provided in subsection (b), (c) and (d) of
this Article IV unless the Election is revoked pursuant to subsection (g) of
this Article IV.
(f) Distribution of Stock: The Corporation will issue all Stock to
which an electing Director is entitled for a fiscal year in one certificate
issued within thirty (30) days of the last day of the Corporation's fiscal
year for which the Election is effective. In issuing the Stock, the
Corporation may round up any fractional shares of Stock to which a Director is
entitled during a fiscal year to the next whole share of Stock. Cash
dividends which have accrued on such Stock during the fiscal year shall be
distributed in cash along with the certificate.
(g) Duration of the Election: Following an Election, all Compensation
will be paid in Stock for the remainder of the Director's term as a Director
unless the Director revokes the Election in writing. The revocation of an
Election shall only be effective for any Compensation paid or made available
to a Director six months and one day after the revocation is filed with the
Committee, and all Compensation paid or made available to a revoking Director
before the revocation is effective shall be calculated and distributed
pursuant to subsections (b)-(f) hereof.
(h) Assignability: The right to receive Stock hereunder shall not be
assignable or transferable except by will or by the laws of descent and
distribution.
(i) Rights as a Shareholder: No Director shall have any rights as a
shareholder with respect to Stock transferred pursuant to this Plan until a
certificate for such Stock has been actually issued to said Director. No
adjustment will be made for dividends or other rights for which the record
date is prior to the date of such issuance.
(j) Restrictions on Sale of Stock: No Stock received by a Director
under this Plan may be sold by the Director for a period of six (6) months
after the Stock is issued to the Director.
(k) Irrevocable Election: Notwithstanding subsection (g) of this
Article IV, a Director's election to receive Compensation in Stock for any
fiscal year may not by revoked during that fiscal year.
ARTICLE V. Term of Plan:
The term of this Plan shall be for a period commencing on the Effective
Date and ending when all shares of Stock available hereunder have been issued.
ARTICLE VI. Amendments:
The Board of Directors may, from time to time, alter, amend, suspend or
discontinue the Plan at any time without notice, provided that no Director's
existing rights are adversely affected thereby and provided further that no
amendment or modification may become effective without approval by the
shareholders of the Corporation if shareholder approval is required to enable
the Plan to satisfy any state or federal statutory or regulatory requirements.
No amendment to the Plan may increase to more than two thousand five hundred
(2,500) the number of shares available under the Plan.
ARTICLE VII. Notices:
Any notice which the Corporation or an Director may be required or
permitted to give to each other shall be in writing and shall be deemed given
when delivered personally or deposited in the U.S. Mail, first class postage
prepaid, addressed to CT Communications, Inc., or to such other group or
individual that the Corporation, by notice to the Director, may designate in
writing from time to time; and to the Director, at the address shown on the
records of the Corporation, or at such other address as the Director, by
notice to the Corporation, may designate in writing from time to time.
ARTICLE VIII. The Right of the Corporation to Terminate Director's
Relationship:
Nothing contained in the Plan shall confer upon any Director any right to
continue as a Director of the Corporation unless such Director is duly
re-elected by the Corporation's shareholders.
ARTICLE IX. Governing Law:
The Plan will be governed and construed pursuant to the laws of the
United States of America and the State of North Carolina.
ARTICLE X. Effective Date of the Plan:
The Plan shall become effective on the date the Plan is adopted by the
Board of Directors.
