<PAGE>
As filed with the Securities and Exchange Commission on November 22, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
C-TEC Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2093088
(State or other jurisdiction (I.R.S employee
of incorporation or organization) identification no.)
105 Carnegie Center, 3rd Floor
Princeton, New Jersey 08540
(Address of principal executive offices)
C-TEC Corporation 1994 Stock Option Plan,
As Amended
(Full Title of Plan)
Raymond B. Ostroski, Esq.
C-TEC Corporation
105 Carnegie Center, 3rd Floor
Princeton, New Jersey 08540
(Name and address of agent for service)
(609) 734-3700
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Unit/(1)/ Offering/(1)/ Fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 1,350,000 $26.58 $35,883,000 $12,373.45
Stock, par
value $1.00
per share
======================================================================================
</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 the ("Act") on
the basis of the last reported sales price of the registrant's Common
Stock on November 15, 1995
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by C-TEC Corporation (the
"Company") are incorporated by reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended as filed with the Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Annual Report referred to in (a) above.
(c) A description of the Company's Common Stock is incorporated by
reference. Reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Raymond B. Ostroski, Executive Vice President and General Counsel of
the Company, holds options, issued pursuant to the Company's 1994
Stock Option Plan, to acquire 70,000 shares of the Company's Common
Stock.
Item 6. Indemnification of Directors and Officers.
Reference is made to Sections 1741 and 1742 of the 1988 Business
Corporation Law of the Commonwealth of Pennsylvania, which provide for
indemnification of directors and officers in certain circumstances. In
addition, Article IV of the By-laws of the Company provides that,
except as prohibited by law, any director or officer of the Company is
entitled to be indemnified in any action or proceeding in which he or
she may be involved by virtue of holding such position.
In addition, the Company maintains a directors' and officers'
liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
5(a) Opinion of Raymond B. Ostroski Esq.
regarding the legality of the securities being registered.
10(f) C-TEC Corporation 1994 Stock Option Plan, as amended
23(a) Consent of Coopers & Lybrand, Independent Auditors.
23(b) Consent of Raymond B. Ostroski, Esq.
(filed herewith and included in Exhibit 5(a)).
24(a) Powers of Attorney
</TABLE>
<PAGE>
Item 9. Required 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 the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change in the information
set forth in the registration statement. 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% 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, 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 Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by (S)210.3-19 of this chapter at the start
of any delayed offering or throughout a continuous
<PAGE>
offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4)
and other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section 10(a)(3)
of the Act or (S)210.3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the Form F-3.
(b) The undersigned registrant 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 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.
---- ----
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suite or
proceeding) is asserted by such director, officer of 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 questions 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.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5(a) Opinion of Raymond B. Ostroski, Esq. regarding the
legality of the securities being registered.
10(f) 1994 Stock Option Plan as amended.
23(a) Consent of Coopers & Lybrand, Independent Auditors.
23(b) Consent of Raymond B. Ostroski, Esq. (filed herewith and
included in Exhibit 5(a)).
24(a) Powers of Attorney
</TABLE>
<PAGE>
C-TEC CORPORATION
105 CARNEGIE CENTER
PRINCETON, NJ 08540
------ EXHIBIT 5(a)
(609) 734-3803
FACSIMILE (609) 734-3830
RAYMOND B. OSTROSKI
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
November 22, 1995
C-TEC Corporation
105 Carnegie Center, 3rd Floor
Princeton, New Jersey 08540
Ladies and Gentlemen:
I am the Executive Vice President and General Counsel of
C-TEC Corporation, a Pennsylvania corporation (the "Company"), and
as such, I have acted as counsel for the Company in connection
with the proposed issuance by the Company of 1,350,000 shares of
Common Stock, par value of $1.00 per share (the "Shares"),
pursuant to the Company's 1994 Stock Option Plan, as amended (the
"Plan") and the registration of the Shares pursuant to the
Registration Statement on Form S-8 (together with all exhibits
thereto, the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended and the rules and regulations promulgated
thereunder (the "Act").
This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate
certificates of public officials, certificates of officers or
representatives of the Company and others, as I have deemed
necessary or appropriate for the purpose of rendering this
opinion.
I am a member of the Bar of the Commonwealth of Pennsylvania
and the opinion expressed herein is limited to the law of the
Commonwealth of Pennsylvania and Federal law of the United States
of America.
<PAGE>
Based upon and subject to the foregoing, I am of the opinion
that the Shares to be issued upon exercise of any options duly
granted pursuant to the terms of the Plan have been duly and
validly authorized and, when the Shares have been paid for upon
exercise of such options in accordance with the terms of the Plan
and certificates therefor have been duly executed and delivered,
such Shares will be duly and validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion with the Commission
as Exhibit 5(a) to the Registration Statement. In giving such
consent, I do not thereby admit that I come within the category
of persons whose consent is required by the Act.
Very truly yours,
C-TEC Corporation
By:________________________________
Raymond B. Ostroski, Esq.
<PAGE>
Exhibit 10 (f)
C-TEC CORPORATION
-----------------
1994 STOCK OPTION PLAN
SECTION 1. GENERAL INFORMATION
-------------------
1.1 Purposes of the Plan and Types of Grants
----------------------------------------
The purpose of this 1994 Stock Option Plan (the "Plan") of C-TEC
Corporation, a Pennsylvania corporation (the "Company") is to advance the
interests of the Company by providing a means for the Company to attract and
retain well-qualified employees, provide to employees an incentive to commence
or continue service with the Company, and enable employees to acquire or
increase a proprietary interest in the Company in order to promote a closer
identity of interests between such employees and the Company's shareholders. It
is intended that this purpose will be effected through the granting of stock
options. The term "option," as used in this Plan, shall include incentive stock
options ("Incentive Stock Options") and non-qualified stock options ("Non-
qualified Stock Options"). It is intended that the Incentive Stock Options
granted under the Plan shall constitute "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986 as now in effect or
as later amended (the "Code") and shall be subject to the tax treatment
described in Section 421 of the Code. Except as otherwise expressly provided
herein, the term Company shall include any "parent" and "subsidiary" of the
Company, as such terms are used in Section 424(e) and 424(f), respectively, of
the Code.
1.2 Stock Subject to the Plan
-------------------------
The maximum number of shares which will be issuable in respect of grants
under the Plan shall be an aggregate of 1,350,000 shares of the Company's Common
Stock, par value $1.00 per share (the "Common Stock"), subject to adjustment as
provided in Section 3.1 herein. Such shares may be authorized and unissued
shares, or shares which shall have been purchased or acquired by the Company for
this or any other purpose in accordance with the Plan. In the event any options
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part, those shares relating to an unexercised option, shall again be
available for the purposes of the Plan.
1.3 Administration of the Plan
--------------------------
(a) The Plan shall be administered by the Board of Directors, the
Compensation Committee or such other committee as may be designated by the Board
of Directors (collectively referred to herein as the "Committee"). The Committee
shall consist of at least two members of the Board of Directors and each member
of the Committee must be a "disinterested person" within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")
<PAGE>
(b) The Committee shall determine, within the limits of the express
provisions of the Plan, the individuals to whom, and the time or times at which
options shall be granted, the number of shares to be subject to each option, the
terms, conditions, restrictions and limitations of each option to be granted,
the expiration date of each option (the "Expiration Date"), whether and to what
extent options granted under the Plan shall be designated as Incentive Stock
Options, the exercise price of each option and the time or times within which
(during the term of the option) all or portions of each option may be exercised.
In making such determinations, the Committee shall take into account such
factors as the Committee in its discretion shall deem relevant.
(c) Subject to the express provisions of the Plan, the Committee
may interpret the Plan; correct any defect, supply any omission or reconcile
any inconsistency in the Plan; prescribe, amend and rescind rules and
regulations relating to the Plan; determine the terms and provisions of
each option (which need to be identical); and make all other determinations
necessary or advisable for the administration of the Plan.
1.4 Eligibility
----------
Options may be granted only to persons who are employees of the Company,
including employees who are directors and/or officers ("Eligible Persons");
provided, however, that (i) employees subject to a collective bargaining
- -------- -------
agreement with the Company and (ii) directors of the Company who are not
otherwise actively employed by the Company, shall not be eligible.
SECTION II. STOCK OPTIONS
-------------
2.1 General Limitation on Incentive Stock Options and Non-Qualified Stock
---------------------------------------------------------------------
Options
- -------
(a) The aggregate fair market value (determined as of the date
on which the option is granted) of stock with respect to which options
designated as Incentive Stock Options, together with incentive stock options
under any other plan of the Company, are exercisable for the first time
by any employee in any calendar year shall not exceed $100,000. In addition,
no options designated as Incentive Stock Options may be granted under the
Plan if such grant, together with any other applicable grant of Incentive
Stock Options under the Plan or incentive stock options under any other
plan of the Company would exceed any other applicable maximum established
under Section 422 of the Code for Incentive Stock Options. If an option
granted under the Plan which is designated as an Incentive Stock Option
exceeds such limitations, such option, to the extent of such excess, shall
be a separate Non-qualified Stock Option.
(b) The maximum number of shares of Common Stock subject to
Non-qualified Stock Options that may be granted to any Eligible Person during
any ten year period shall not exceed subject to adjustment as provided in
Section 3.1 herein, 1,350,000 shares. Solely for purposes of this Section
2.1(b), if an outstanding Non-qualified Stock Option is canceled, the shares
subject to such option shall continue to be counted against said maximum
number.
-2-
<PAGE>
2.2 Exercise Price
--------------
The price at which shares of the Common Stock may be purchased pursuant
to the exercise of options granted under the Plan ("Exercise Price") shall
be established by the Committee, but shall not be less than 100% of the
fair market value of the Common Stock on the date the option is granted.
However, if the option is intended to qualify as an Incentive Stock Option,
the Exercise Price must be not less than 110% of the fair market value of
the Common Stock on the date the option is granted if an optionee owns (or
is deemed to own under applicable provisions of the Code and rules and
regulations promulgated thereunder) more than 10% of the combined voting
power of all classes of the stock of the Company. The fair market value
of the Common Stock on any day shall be the value of a share of Common Stock
as reported for stock exchange (including an automated system of quotations)
transactions and/or determined in accordance with any applicable resolutions
or regulations of the Committee in effect at the relevant time.
2.3 Term of Each Option
-------------------
The term of each option shall be for such period as the Committee shall
determine, but not more than ten years from the date of the granting thereof,
provided that if an optionee owns (or is deemed to own under applicable
provisions of the Code and rules and regulations promulgated thereunder)
more than 10% of the combined voting power of all classes of the stock of
the Company and an option granted to such optionee is intended to qualify
as an Incentive Stock Option, the term of such option shall be no more than
five years.
2.4 Exercise of Options
-------------------
(a) Options granted under the Plan shall be exercisable in cumulative
annual increments of 20% commencing one year from the date of grant, except
as (i) otherwise provided by the Committee and evidenced in the option
agreement or instrument or (ii) except in the event of a Change in Control
(as such term is defined in Section 2.4(d) herein) in which case all of
such options shall become exercisable immediately. No fractional shares,
or cash in lieu thereof, shall be issued under this Plan or under any option
granted hereunder.
(b) The Exercise Price of the shares as to which an option shall
be exercised shall be paid in full at the time of exercise by one or any
combination of the following methods, as determined by the Committee: (i)
in cash, certified check, bank or cashier's check or money order (collectively
referred to therein as a "Check"), and/or (ii) by transferring to the Company
owned and unencumbered shares of Common Stock (to the extent the Company
is not then prohibited from purchasing or acquiring shares of such stock),
having a fair market value (determined in accordance with the methods described
in Section 2.2) equal to or less than the aggregate exercise price of the
options exercised, with a Check for the remainder, if any, of the Exercise
Price. The Company shall not be required to deliver certificates for such
shares until such payment has been made.
-3-
<PAGE>
(c) The Company may, in its sole discretion, if so requested
by an optionee, pay an optionee, in lieu of the exercise of his option for
all or a portion of the shares covered by such option, whichever of the
following is designated by the Committee: (i) cash equal to the excess of
the fair market value of one share over the Exercise Price per share specified
in such option multiplied by the number of shares called for by the option,
or the specified portion of such shares; or (ii) the nearest whole number
of shares of Common Stock having an aggregate value which is not greater than
the cash amount calculated in (i) above; or (iii) a combination of (i) or
(ii) above. The method of exercise provided in Section 2.4(c)(i), (ii) and
(iii) are referred to herein collectively as the "alternative settlement
method." The Committee may specify at any time by written notice to an
optionee that the alternative settlement method with respect to his option
will be available only for cash or for stock or for a specified combination
of each. The alternative settlement method shall be available only to the
extent that an option is exercisable and only if the fair market value of
a share of Common Stock on the date a request for the alternative settlement
method is granted exceeds the Exercise Price per share specified in the
option. At option, or any portion thereof, with respect to which an optionee's
request for the alternative settlement method is granted shall be surrendered
to the Company. An option shall cease to be exercisable to the extent that
an optionee's request for the alternative settlement method is granted,
and the underlying shares will not be regarded as available for new option
grants in the future.
(d) The term "Change in Control" shall mean:
(i) any acquisition, beneficially or otherwise, by any
"Unrelated Party" (as such term is defined below) of securities of the Company
representing 30% or more of the combined voting power of the Company securities
issued and outstanding immediately prior to such acquisition (a series of
acquisitions by an Unrelated Party shall be treated as a single acquisition
to the extent the aggregate number of shares acquired in such series equals
or exceeds 30%); provided, however, that securities acquired by any entity
-------- -------
on or before February 22, 1994 shall be excluded in making such determination;
(ii) a voluntary or involuntary dissolution or reorganization
of the Company; or
(iii) a change in the majority of the Board of Directors
of the Company in connection with, or directly resulting from, a merger,
sale of assets or other reorganization of the Company, an Unrelated Party
tender offer or proxy contest. Such a change in the majority of the Board
of Directors shall be deemed to have occurred if the persons who were the
Directors of the Company immediately before such event of acquisition cease
to constitute a majority of the Board of Directors of the Company or any
successor to the Company at any time within twelve months after such event
or acquisition.
(e) The term "Unrelated Party" shall mean any party or group of
parties acting together, excluding, however, (i) the Company, (ii) any entity
(including affiliates (as such term is defined in Rule 12b-2 promulgated
under the Exchange Act) of such entity) that on February 22, 1994, owned
more than fifty percent (50%) of the combined voting power of the Company's
securities, (iii) any trustee under any employee benefit plan maintained
by the Company, and (iv)
-4-
<PAGE>
any nominee holder for a securities exchange in which the capital stock
of the Company may be traded, if any. Notwithstanding anything contained
herein to the contrary, a Change in Control shall not include the
reincorporation of the Company in a state other than Pennsylvania or the
restructuring of the Company to create a holding company, provided that
such restructuring does not otherwise result in a Change in Control.
2.5 Non-Transferability of Options
------------------------------
No option granted under the Plan may be assigned or transferred otherwise
than by will or by the laws of descent and distribution and during an
optionee's lifetime shall be exercisable only by the optionee, or in the
event of an optionee's legal incapacity, such optionee's court appointed
representative.
2.6 Termination of Employment or Other Service
------------------------------------------
If an optionee ceases to be an Eligible Person for any reason other
than disability (as such term is defined below) or death, then each outstanding
option granted to such optionee under the Plan will terminate on the date
three months after the date such optionee ceases to be an Eligible Person
(or, if earlier, the date specified in the option agreement or instrument).
If an optionee ceases to be an Eligible person by reason of death or disability
(or if the optionee's eligibility is terminated by reason of his or her
disability and the optionee dies within one year after such termination
of eligibility), then each outstanding option granted to the optionee under
the Plan will terminate on the date on year after the date of such termination
of eligibility (or one year after the later death of a disabled optionee)
or, if earlier, the date specified in the option agreement or instrument.
Such options will be exercisable to the extent that the optionee was able
to exercise same as of the date the optionee ceased to be an Eligible Person.
Notwithstanding anything to the contrary herein an option may not, under
any circumstances, be exercised subsequent to its Expiration Date. For the
purpose of this Section 2.6, "disability" or "disabled" shall mean permanent
mental or physical disability as determined by the Committee subject, in
the case of an Incentive Stock Option, to the requirements of Section 22(e)(3)
of the Code.
2.7 Other Instruments
-----------------
Options shall be evidenced by an instrument or agreement dated the
date the option is granted, and shall contain such terms and conditions,
consistent with the Plan, as the Committee shall approve.
-5-
<PAGE>
SECTION III. ANTI-DILUTION PROVISIONS
------------------------
3.1 Adjustment in the Event of Change in Stock
------------------------------------------
In the event of changes in the outstanding Common Stock of the Company
by reason of stock dividends, recapitalizations, mergers, consolidations,
split-ups, combinations or exchanges of shares and the like, the aggregate
number and class of shares available under the Plan, and the number, class
and the price of shares subject to outstanding options shall be appropriately
adjusted by the Committee, whose determination shall be conclusive.
SECTION IV. MISCELLANEOUS
-------------
4.1 Compliance with Securities Laws and Stock Exchange Requirements
---------------------------------------------------------------
Each option granted under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine, in its sole discretion,
that the registration, qualification or listing of the shares subject to
such option upon a securities exchange (which for the purposes of this Section
4.1 shall include NASDAQ or other similar automated system of quotation)
or under any state or federal law, or the consent or approval of any
government regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting or exercise of such option, the Company
shall not be required to issue such shares unless such registration,
qualification, listing, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Committee. Nothing
in the Plan or any agreement or grant hereunder shall obligate the Company
to effect any such registration, qualification or listing.
4.2 Withholding Taxes
-----------------
The Company shall have the right to deduct any sums that federal, state
or local tax law requires to be withheld with respect to the exercise of any
option, or as otherwise may be required by such laws. The Company may require
as a condition to issuing or delivering shares upon exercise of the option
that the holder of an option or other person exercising the option pay any
sums that federal, state, or local tax requires to be withheld with respect
to such exercise. This authority shall permit the Company to withhold or
receive shares or other property and to make cash payments in respect thereof
in satisfaction of the optionee's tax obligations, including tax obligations
in excess of mandatory withholding requirements, subject to and only to
the extent authorized by the Committee. The Company shall not be obligated
to advise any optionee of the existence of the tax or the amount which the
Company will be so required to withhold.
4.3 Amendment and Termination
-------------------------
The Board of Directors may from time to time amend and at any time
rescind or terminate the Plan as it shall deem advisable; provided, however,
-------- -------
that no change that would impair the rights of the optionees may be made
in options theretofore granted without the consent of the
-6-
<PAGE>
optionees, and provided further, that no amendment which requires the approval
-------- -------
of shareholders in order for the Plan to comply with Rule 16b-3 under the
Exchange Act shall be adopted without such approval of shareholders.
4.4 No Rights Conferred
-------------------
Nothing contained herein will be deemed to give any individual any
right to receive an option under the Plan or to be retained in the employ
or service of the Company nor shall this Plan nor any option granted hereunder
be construed as a contract of employment with any Eligible Person.
4.5 Governing Law
-------------
The Plan and each agreement or instrument evidencing an option shall
be governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania applicable to contracts made and performed within such state,
except as such laws may be supplanted by the federal laws of the United
States of America, which laws shall then govern its effect and its construction
to the extent they supplant Pennsylvania law.
4.6 Compliance with Rule 16b-3
--------------------------
(a) Unless an optionee could otherwise transfer shares issued
upon exercise of an option or exercise a right to receive cash under the
Plan without incurring liability under Section 16(b) of the Exchange Act,
at least six months must elapse from the date of acquisition of an option
to the date of disposition of the shares issued upon exercise of the option,
and no right to receive cash under the Plan may be exercised within six
months after the date of grant of such right.
(b) It is the intent of the Company that this Plan comply in all
respects with applicable provisions of Rule 16b-3 or Rule 16a-1(c)(3) under
the Exchange Act in connection with any grant of an option to or other
transaction by a participant who is subject to Section 16 of the Exchange
Act (except for transactions exempted under alternative Exchange Act rules
or acknowledged in writing to be non-exempt by such participant). Accordingly,
if any provision of the Plan or any instrument relating to an option does
not comply with the requirements of Rule 16b-3 or Rule 16a-1(c)(3) as then
applicable to any such transaction, such provision will be construed or
deemed amended to the extent necessary to conform to the applicable
requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such participant
shall avoid liability under Section 16(b).
4.7 Term of the Plan
----------------
The Plan shall become effective as of February 22, 1994 by action of
the Board of Directors conditioned on and subject to approval of the Plan,
by a vote of the holders of a majority of the shares of the Company present
in person or by proxy at a duly held shareholders meeting at which a quorum
representing a majority of all outstanding voting stock is present. The Plan
shall terminate on February 21, 2004, or at such earlier date as may be
determined by the Board of Directors in accordance with Section 4.3.
-7-
<PAGE>
C-TEC
1994 STOCK OPTION PLAN
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 to the 1994 STOCK OPTION PLAN is made this 14th
day of September, 1995, by the Committee. Capitalized terms used without being
defined herein shall have the meanings ascribed to them by the Plan (as defined
herein).
WHEREAS, the Committee adopted the 1994 Stock Option Plan ("Plan") on
February 22, 1994 and the shareholders approved the Plan on April 21, 1994; and
WHEREAS, pursuant to Section 4.3 of the Plan, the Committee is duly
authorized to administer the Plan, including amending and rescinding the terms
and conditions of the Plan;
NOW, THEREFORE, the Committee does hereby amend the Plan as follows:
1. Section 2.4 (c) is hereby amended as follows:
"[Internationally Omitted]."
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
C-TEC Corporation on Form S-8 of our report dated March 10, 1995, on our audits
of the consolidated financial statements and financial statement schedules of
C-TEC Corporation and subsidiaries as of December 31, 1994 and 1993 and for the
years ended December 31, 1994, 1993 and 1992, which report is included in the
Company's Annual Report on Form 10-K/A for the year ended December 31, 1994.
/s/ Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
November 22, 1995
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Michael J. Mahoney do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Michael J. Mahoney
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Walter Scott, Jr. do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Walter Scott, Jr.
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Daniel E. Knowles do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Daniel E. Knowles
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Eugene Roth do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Eugene Roth
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Frank M. Henry do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Frank M. Henry
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Stuart E. Graham do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Stuart E. Graham
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Robert E. Julian do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Robert E. Julian
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Richard R. Jaros do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Richard R. Jaros
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Thomas C. Stortz do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
Thomas C. Stortz
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, David C. McCourt do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
David C. McCourt
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, James Q. Crowe do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
James Q. Crowe
Witness:
- --------------------------------
<PAGE>
SPECIFIC POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, David C. Mitchell do make,
constitute and appoint Raymond B. Ostroski, C-TEC Corporation's Executive Vice
President, General Counsel and Corporate Secretary, as my true and lawful
attorney for me and in my name.
1. I authorize said attorney in fact to specifically execute in my name and
on my behalf the C-TEC Corporation Form S-8 Registration Statement regarding the
1994 Stock Option Plan, and any amendments thereto, and to file said form to the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, and relative instruments in writing which he may deem requisite or proper
to effectuate specifically the execution and delivery of the above-mentioned
form with the same validity as I could, if personally present, and I hereby
ratify and affirm that my said attorney as I may deem to act for me, shall do,
by virtue of these presents, herein set forth by me.
2. All rights, powers and authority of said attorney in fact to exercise
any and all of the specific rights and powers herein granted shall commence and
be in full force and effect as of the date hereof and such specific rights,
powers and authority shall remain in full force and effect thereafter until
termination in writing by me.
3. I give to said attorney in fact full power and authority to appoint a
substitute to perform all such of the acts that said attorney in fact is by this
instrument authorized to perform, with the right to revoke such appointment of
substitute at pleasure.
IN WITNESS WHEREOF, I hereunto set my hand and seal this day of
November, 1995.
--------------------------(SEAL)
David C. Mitchell
Witness:
- --------------------------------
<PAGE>
PROSPECTUS
C-TEC CORPORATION
C-TEC CORPORATION 1994 STOCK OPTION PLAN,
AS AMENDED
1,350,000 SHARES
THIS DOCUMENT (THE "PROSPECTUS") CONSTITUTES PART
OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT").
This Prospectus relates to 1,350,000 shares of common stock, par value
$1.00 per share ("Common Stock") of C-TEC Corporation, a Pennsylvania
corporation, issuable under the C-TEC Corporation 1994 Stock Option Plan,
as amended (the "Plan").
Neither delivery of this Prospectus nor any sale made hereunder shall,
----------------------------------------------------------------------
under any circumstances, create any implication that there has been
-------------------------------------------------------------------
no change in the affairs of the Company (as defined herein) since the date
--------------------------------------------------------------------------
hereof or the dates as of which information is set forth herein. No person
---------------------------------------------------------------------------
has been authorized to give any information or to make any representation
-------------------------------------------------------------------------
other than as contained herein in connection with the Plan and the offering
---------------------------------------------------------------------------
described in this Prospectus, and, if given or made, such representation
------------------------------------------------------------------------
may not be relied upon as having been authorize by the company.
---------------------------------------------------------------
The date of this Prospectus is November 22, 1995
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
SUMMARY...................................................................... 1
DESCRIPTION OF THE PLAN...................................................... 2
Shares Available Under the Plan.............................................. 2
Eligibility.................................................................. 2
Administration............................................................... 2
Exercise Price............................................................... 3
Option Term.................................................................. 3
Exercisability............................................................... 3
Restrictions on Transferability; Option Instruments.......................... 3
Amendment and Termination.................................................... 4
Adjustments.................................................................. 4
Change in Control............................................................ 4
General Restriction.......................................................... 4
Rights as a Shareholder...................................................... 5
Withholding Taxes............................................................ 5
REOFFERS AND RESALES......................................................... 5
CERTAIN FEDERAL INCOME TAX CONSEQUENCES...................................... 5
OTHER INFORMATION............................................................ 6
</TABLE>
<PAGE>
SUMMARY
The Common Stock to which this Prospectus relates are to be issued
pursuant to Options (as defined herein) granted or to be granted pursuant to the
Plan to Eligible Employees (as defined herein) who perform services for the
Company (as defined herein). The Board of Directors adopted the Plan on
February 22, 1994 and the shareholders approve. The term "Company", as used
herein and in the Plan, refers to C-TEC Corporation, a Pennsylvania corporation,
and its "parent" and "subsidiary" entities, as such terms are defined in the
Code (as defined herein).
The purpose of the Plan is to advance the interests of the Company by
providing a means for the Company to attract and retain well-qualified
employees, provide to employees an incentive to commence or continue service
with the Company, and enable employees to acquire or increase a proprietary
interest in the Company in order to promote a closer identity of interests
between such employees and the Company's shareholders.
The Plan provides that 1,350,000 shares of Common Stock are reserved
for future issuance under the Plan, subject to adjustment in certain events.
The Plan provides authority to grant incentive stock options ("ISO's")
(described in section 422 of the Internal Revenue Code of 1986, as amended, and
the regulations issued thereunder (the "Code")), and non-qualified stock options
("NQSO's"), (collectively, the "Options")). Options are the right(s) to
purchase a number of shares of Common Stock during a specified time and at a
specified price. The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended
and the regulations promulgated thereunder (the "Exchange Act") and Section
162(m) of the Code. The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 and is not a qualified plan under section
401(a) of the Code.
A summary of the material features of the Plan follows. This summary
is qualified in its entirety by reference to the full text of the Plan, a copy
of which may be obtained from the Company. Terms which are not defined in the
Prospectus have the meanings set forth in the Plan.
Additional information concerning the Plan may be obtained, upon
written or oral request, from Ms. Valerie Haertel, Director - Investor
Relations, C-TEC Corporation, 105 Carnegie Center, 3rd Floor, Princeton, New
Jersey 08540, telephone number (609) 734-3816.
1
<PAGE>
DESCRIPTION OF THE PLAN
Shares Available Under the Plan
A maximum of 1,350,000 shares of Common Stock have been authorized for
issuance under the Plan upon the exercise of Options, subject to adjustment
under certain circumstances. Common Stock issued under the Plan may, in whole
or in part, be authorized but unissued shares, or shares reacquired by the
Company. The Company does not intend to charge the Optionee a fee in connection
with the issuance of shares upon the exercise of Options. Shares subject to
ISO's that expire without being exercised shall be available for regrant (to the
extent such Options were not exercised) while NQSO's that expire without being
exercised shall not be available for regrant as NQSO's. The maximum number of
shares of Common Stock subject to NQSO's that may be granted to any employee
during any ten-year period shall not exceed 1,350,000 shares. In addition, no
Optionee (as defined herein) may be granted ISO's hereunder that in the
aggregate with all other ISO's granted to such Optionee (under all plans of the
Company, as defined herein) entitle the Optionee to purchase in any year stock
of the Company having in the aggregate a fair market value (determined in the
case of each such option as of the time such option was granted) in excess of
$100,000. If the condition set forth in the foregoing sentence is not complied
with, Options represented by shares of Common Stock in excess of the $100,000
limitation shall be treated as NQSO's.
Eligibility
All employees of the Company (other than those employed pursuant to a
collective bargaining agreement), including employees who are Directors or
Executive Officers, are eligible to receive Options under the Plan ("Eligible
Employee" or "Optionee").
Administration
The Plan is administered by the Board of Directors, the Compensation
Committee or such other committee consisting of two or more directors designated
by the Board, provided that each member of the Board or the Committee is a
"disinterested person" as such term is used in Rule 16b-3 promulgated under the
Exchange Act ("Committee"). It is also anticipated that members of the
Committee will be "outside directors" as such term is used in Section 162(m) of
the Code. The Board or the Committee has the authority, within the specific
terms of the Plan, to select those employees to whom Options will be granted,
the term of each Option, the number of shares to be subject to each Option, the
exercise price of such Options, designate Options as ISO's or NQSO's and make
such other determinations as may be necessary or appropriate to administer and
interpret the Plan.
Committee members are selected by and serve at the pleasure of the
Board. Additional information concerning the Committee may be obtained upon
request from Ms. Valerie Haertel, Director - Investor Relations, C-TEC
Corporation, 105 Carnegie Center, 3rd Floor, Princeton, New Jersey 08540,
telephone number (609) 734-3816.
2
<PAGE>
Exercise Price
The exercise price per share of an Option granted under the Plan must
be not less than the fair market value of a share of Common Stock at the time of
grant (one hundred and ten percent (110%) of fair market value with respect to
an ISO if the optionee owns or is deemed to own stock possessing more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company). The exercise price may be paid either in cash or check or, subject to
certain limitations, through the delivery of shares of Common Stock previously
acquired by the Optionee.
Option Term
The term of each Option is specified by the Committee but may not be
more than ten (10) years from the date of grant. In the case of an ISO, the
term may not be more than five (5) years if the Optionee owns or is deemed to
own stock possessing more than ten percent (10%) of the combined voting power of
all classes of stock of the Company.
Exercisability
Options generally become exercisable in cumulative annual increments
of twenty percent (20%) commencing one (1) year from the date of grant except as
otherwise provided by the Committee and evidenced in the option instrument or in
the event of a "Change in Control", in which case all of such Options shall
become exercisable immediately. In the event of termination of a participant's
employment with the Company, the unexercised portion of any Option shall expire
three (3) months after termination (or one (1) year after his or her death or
disability), unless the expiration date of the Option occurs sooner. During
such period, the participant will have the same right to exercise the
unexercised portion of the Option as the participant would have had if he or she
were still an employee of the Company.
Restrictions on Transferability; Option Instruments
Options may not be assigned or transferred by the Optionee except by
will or by the laws of descent and distribution, are exercisable only by the
Optionee or, in the event of an Optionee's legal incapacity, the Optionee's
court appointed representative. Options under the Plan are evidenced by
instruments or agreements, which contain provisions with respect to, among other
things, the number of shares of Common Stock to which it pertains, the periods
during which such Option or any portion thereof may be exercised and such other
provisions, subject to the express limitations of the Plan, as are determined by
the Committee.
3
<PAGE>
Amendment and Termination
The Board of Directors may amend, rescind or terminate the Plan at any
time; provided, however, that no change that would impair the rights of
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Optionees may be made in outstanding Options without the consent of the affected
Optionees. In addition, shareholder approval will be required for amendments to
the extent required to ensure compliance with Rule 16b-3 under the Exchange Act.
Unless earlier terminated by the Board of Directors, the Plan terminates on
February 21, 2004 (i.e., Options may not be granted af ter such date).
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Adjustments
If the outstanding shares of the Common Stock are changed by reason of
stock dividends, recapitalizations, mergers, consolidations, split-ups,
combinations or exchanges of shares or other extraordinary event, the number,
class and price of shares subject to outstanding Options are to be appropriately
adjusted by the Committee.
Change in Control
The Plan provides for full vesting and acceleration of exercise dates
of Options in the event of a Change of Control of the Company. Generally, a
Change of Control occurs under the Plan when thirty percent (30%) or more of the
combined voting power of the Company's securities is acquired (with certain
exclusions) by any unrelated party (as defined in the Plan), or if there is a
dissolution or reorganization of the Company or a change in a majority of the
Board of Directors within twelve (12) months of reorganization, merger, sale of
assets, tender offer or proxy contest.
General Restriction
Each Option is subject to the requirement that, if at any time the
Committee determines, in its sole discretion, that the listing, registration or
qualification of the shares subject to such Option, upon any securities exchange
(including Nasdaq) or under any state or federal law, or the consent or approval
of any government regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting or the exercise of such Option, the Company
is not required to issue the shares subject to such Option unless such
registration, qualification, listing, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
The Company is not obligated to effect such registration, qualification or
listing.
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Rights as a Shareholder
An Optionee has no rights as a shareholder with respect to any shares
covered thereby until the date of issuance of the shares subject to the Option.
Withholding Taxes
The Company has the right to require the Optionee to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax with respect to the exercise of an Option. The Company is not obligated to
advise any Optionee of the existence of the tax or the amount the Company is
required to withhold.
REOFFERS AND RESALES
If a grantee is deemed to be an "affiliate" of the Company as defined
in Rule 144 ("Rule 144") of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), Common Stock
acquired by such person under the Plan shall be subject to certain resale
requirements of Rule 144 and the certificate representing such shares may bear a
legend restricting the transfer thereof. Such affiliates may not use this
Prospectus for any resales of such shares. Such persons may, however, resell
such shares so acquired pursuant to (i) the provisions of Rule 144, without
being subject to the holding period requirement of that Rule, (ii) any other
applicable exemption from registration under the Securities Act, or (iii) a
separate prospectus prepared in accordance with the requirements of the
applicable form under the Securities Act. Grantees who are not affiliates of
the Company may sell their shares acquired pursuant to the terms of the Plan
without compliance with the requirements of Rule 144 or the registration
requirements of the Securities Act.
Officers and Directors of the Company should consult with counsel to
ascertain whether the transactions they engage in with respect to Company's
securities are subject to the disgorgement or other provisions of Section 16 of
the Exchange Act.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Set forth below is a discussion of certain federal income tax
consequences with respect to Options that may be granted pursuant to the Plan.
This discussion is based on an analysis of the Code as currently in effect,
existing laws, judicial decisions, administrative rulings and regulations, and
proposed regulations, all of which are subject to change. In addition to being
subject to the federal income tax consequences described below, an employee may
also be subject to foreign, state and local income or other tax consequences in
the jurisdiction in which he works and/or resides. EACH OPTIONEE IS URGED TO
CONSULT HIS OR HER PERSONAL TAX ADVISOR TO DETERMINE THE SPECIFIC TAX
CONSEQUENCES TO HIM OR HER OF THE PLAN.
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Under the Code as currently in effect, an Optionee will not be subject
to Federal income tax upon the grant of an Option. Upon exercise of an NQSO,
the Optionee must generally recognize ordinary income in the amount equal to the
difference between the fair market value of the Option shares and the exercise
price at the date of exercise. Upon exercise of an ISO, the Optionee generally
will not have to recognize income (although the alternative minimum tax may
apply). Instead, the Optionee will be subject to taxation only upon the
disposition of the shares acquired upon exercise of the ISO. If the Optionee
disposes of the ISO shares more than two (2) years after the date of grant of
the ISO and more than one (1) year after exercise, he will realize a capital
gain (or loss) based on the difference between the sale proceeds of the shares
and the exercise price of the Option. Upon payment of cash or stock in
settlement of any option, the Optionee must generally recognize the amount or
value of such payment as ordinary income at the date of settlement. The
surrender of shares in payment of the exercise price of an Option or in payment
of tax obligations with respect to any award may have additional tax
consequences.
In any transaction relating to an Option in which the Optionee must
recognize ordinary income, the Company may be entitled to a tax deduction equal
to the amount of such income. To the extent that the Optionee realizes a
capital gain (or loss) (including upon sale of ISO shares held for the
applicable holding periods), the Company may not be entitled to any tax
deduction. The Company has the right to deduct any sums that federal, state or
local laws require to be withheld with respect to the exercise of any option and
may, among other things, withhold or receive shares or other property to satisfy
the Optionee's tax obligations.
OTHER INFORMATION
The Company will provide without charge to each Optionee a copy of any
or all of the information that has been incorporated by reference in Item 3 of
Part II of the Company's registration statement on Form S-8, filed with the
Securities and Exchange Commission on November 20, 1995 (File No. 33- ),
and such information is incorporated by reference herein. Requests for such
information should be made, orally or in writing, to Ms. Valerie Haertel,
Director - Investor Relations, C-TEC Corporation, 105 Carnegie Center, 3rd
Floor, Princeton, New Jersey 08540, telephone number (609) 734-3816.
Shareholder communications and other reports furnished to shareholders of the
Company on a continuing basis and such other documents that the Company may be
required to deliver to Optionees pursuant to Rule 428(b) promulgated under the
Securities Act may be obtained upon oral or written request from Ms. Haertel.
The information in this Prospectus will be updated regularly by an
appendix, a new prospectus or by including information in the most recent annual
report to shareholders or the most recent proxy statement of the Company. If you
are referring to this Prospectus after the lapse of a significant period of time
from the date of its initial publication, you should obtain and refer to all
appendices. If you receive an appendix after you receive this Prospectus, you
should keep it with this Prospectus and refer to it whenever you refer to this
Prospectus.
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