As filed with the Securities and Exchange Commission on October 15, 1997
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 issuer as specified in its charter)
Pennsylvania 23-2093008
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Route 309, P.O. Box 800
Dallas, PA 18612-9799
(717) 674-2700
(Address of principal executive offices)
____________
COMMONWEALTH TELEPHONE CO., INC. BARGAINING EMPLOYEES 401(k) PLAN
COMMONWEALTH COMMUNICATIONS, INC. BARGAINING EMPLOYEES 401(k) PLAN
(Full title of the Plans)
____________
John D. Filipowicz, Esq.
Senior Vice President, Assistant General Counsel
and Assistant Secretary
800 Route 309, P.O. Box 800
Dallas, PA 18612-9799
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (717) 674-2700
____________
Copy to:
William L. Taylor, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
____________
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed
Maximum
Amount Offering Proposed Amount of
Title of to be Price Maximum Aggregate Registration
Securities to be Registered Registered(1) per Share(2) Offering Price Fee
--------------------------- ------------- ------------ ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock (par value $1.00 per
share)............................... 20,000 $30.75 $615,000 $187
====================================================================================================================
(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "1933 Act"), this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plans referenced above.
(2) Estimated pursuant to Rule 457(C) under the 1933 Act solely for the
purpose of computing the registration fee, based upon the closing price of
the securities being registered hereby on NASDAQ on October 13, 1997.
</TABLE>
This Registration Statement Includes a Total of 14 Pages.
Exhibit Index on Page 11.
=============================================================================
PART I
The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
ITEM 1. PLAN INFORMATION
This information required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus for the
Commonwealth Telephone Co., Inc. Bargaining Employees 401(k) Plan and the
Commonwealth Communications, Inc. Bargaining Employees 401(k) Plan
(collectively, the "Plans"), sponsored by C-TEC Corporation.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants
pursuant to this Item is set forth in the Prospectus referenced in Item 1
above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
C-TEC Corporation (the "Registrant" or the "Company") hereby
files this Registration Statement with the Securities and Exchange Commission
(the "Commission") on Form S-8 to register 20,000 shares of the Registrant's
Common Stock, par value $1.00 per share ("Common Stock"), for issuance
pursuant to the Plans and such indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions pursuant to the Plan.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
(Commission 1934 Act File Number 0-11053), are incorporated by reference
herein:
(1) The Registrant's Annual Report on Form 10-k for the year
ended December 31, 1996.
(2) All other reports filed with the Commission by the
Registrant or the Plans pursuant to Section 13(a), 13(c), 14 and 15(d) of the
1934 Act subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all securities then remaining unsold.
(3) The description of the Registrant's Common Stock contained
in the Registrant's Current Report on Form 8-K/A, dated November 21, 1995,
filed with the Commission pursuant to Section 13 of the 1934 Act, including
any amendment thereto or report filed for the purpose of updating such
description.
Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(3) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Raymond B. Ostroski, Esq. holds options to purchase shares of
Common Stock and/or holds, directly or indirectly, shares of Common Stock, the
aggregate value of which such holdings exceeds $50,000.
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 Registrant provides that, except as
prohibited by law, any director officer of the Registrant 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 Registrant maintains a
directors' and officers' liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
Exhibit
Number Exhibit
- -------- -------
<S> <C> <C>
4.01 (a) Articles of Incorporation of Registrant as amended and restated April 24, 1986 and as
further amended on November 25, 1991 are incorporated herein by reference to
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, (Commission File No. 0-11053).*
(b) Amendment to Articles of Incorporation dated September 21, 1995 are incorporated
herein by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, (Commission File No. 0-11053).*
4.02 (a) By-laws of Registrant, as amended through October 28, 1993 are incorporated herein by
reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, (Commission File No. 0-11053).*
(b) Amendments to By-laws of Registrant (Article I, Section 1 and Article II, Section 4)
dated as of December 13, 1994 are incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, (Commission
File No. 0-11053).*
4.03 (a) Senior Secured Note Purchase Agreement dated as of July 31, 1989 among C-TEC Cable
Systems, Inc., C-TEC, and various purchasers of the Senior Secured Notes is
incorporated herein by reference to Exhibit 4(j) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1989, (Commission File No. 0-11053).*
(b) Amendment to 9.65% Senior Secured Note Purchase Agreement is incorporated herein
by reference to Exhibit 4(q) to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993, (Commission file No. 0-11053).*
(c) Loan Agreement dated as of March 29, 1994, made by and between Commonwealth
Telephone Company and the National Bank for Cooperatives is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994, (Commission File No. 0-11053).*
5.01 Opinion of Raymond B. Ostroski, Esq. as to the legality of the Common Stock being registered
pursuant hereto. The Registrant undertakes that it will submit the Plans and all amendments
thereto to the Internal Revenue Service (the "Service") in a timely manner and that it will
make all changes required by the Service to issue a determination letter with respect to the
Plans.
23.01 Consent of Independent Public Accountants--Coopers & Lybrand L.L.P.
23.02 Consent of Raymond B. Ostroski, Esq. (included in his opinion filed as Exhibit 5.01).
24.01 Powers of Attorney (included on the signature page of this registration statement).
<FN>
- -------------
* Incorporated by reference.
</TABLE>
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 1933 Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this 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 and 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 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this 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 or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration
Statement;
(2) That for the purpose of determining any liability under
the 1933 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; and
(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 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and where applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the 1934 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 1933 Act may be permitted to directors, officers or 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 1933 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
EXPERTS
The financial statements incorporated in this Form S-8 by
reference to the Form 10-K as of December 31, 1996 and 1995 and for the years
ended December 31, 1996, 1995 and 1994 have been so incorporated in reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the Common Stock offered hereunder has been
passed upon by Raymond B. Ostroski, Esq., Princeton, New Jersey.
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 PRINCETON, STATE OF NEW
JERSEY, ON THIS 15th DAY OF OCTOBER 1997.
C-TEC CORPORATION
By: /s/ John Filipowicz
-------------------------
John Filipowicz
Vice President, Assistant
General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW, CONSTITUTES AND APPOINTS DAVID C. MCCOURT, BRUCE
C. GODFREY AND MICHAEL I. GOTTDENKER AND EACH OF THEM, OUR TRUE AND
LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, TO DO ANY AND ALL ACTS AND THINGS AND EXECUTE, IN THE NAME
OF THE UNDERSIGNED, ANY AND ALL INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT
AND AGENTS MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO ENABLE C-TEC
CORPORATION TO COMPLY WITH THE SECURITIES ACT OF 1933 AND ANY REQUIREMENTS
OF THE SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF, IN CONNECTION
WITH THE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE
REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933,
INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN
THE NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY
AMENDMENTS TO SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE
AMENDMENTS), AND TO FILE THE SAME WITH ALL EXHIBITS THERETO AND OTHER
DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, TO SIGN ANY AND ALL APPLICATIONS, REGISTRATION STATEMENTS,
NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO COMPLY WITH APPLICABLE
STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER WITH OTHER DOCUMENTS
IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE SECURITIES AUTHORITIES,
GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL
POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING
REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND
TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS,
AND ANY OF THEM, OR THEIR 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 DATE INDICATED.
<TABLE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ David C. McCourt
- ------------------------- Chief Executive Officer October 15, 1997
David C. McCourt (Principal Executive Officer);
Chairman of the Board
/s/ Bruce C. Godfrey
- ------------------------- Executive Vice President and October 15, 1997
Bruce C. Godfrey Chief Financial Officer, Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ James Q. Crowe
- ------------------------- Director October 15, 1997
James Q. Crowe
/s/ Frank M. Henry
- ------------------------- Director October 15, 1997
Frank M. Henry
/s/ Michael I. Gottdenker
- ------------------------- Director October 15, 1997
Michael I. Gottdenker
/s/ Stuart Graham
- ------------------------- Director October 15, 1997
Stuart Graham
- ------------------------- Director October 15, 1997
Richard R. Jaros
/s/ Daniel Knowles
- ------------------------- Director October 15, 1997
Daniel Knowles
/s/ Michael J. Mahoney
- ------------------------- Director October 15, 1997
Michael J. Mahoney
/s/ David C. Mitchell
- ------------------------- Director October 8, 1997
David C. Mitchell
/s/ Eugene Roth
- ------------------------- Director October 15, 1997
Eugene Roth
/s/ Walter Scott, Jr.
- ------------------------- Director October 15, 1997
Walter Scott, Jr.
- ------------------------- Director October 15, 1997
John J. Whyte
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plans have duly caused this registration statement or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Princeton, State of New Jersey, on October 15, 1997.
COMMONWEALTH TELEPHONE CO., INC.
BARGAINING EMPLOYEES 401(k) PLAN
By /s/ Gary Isaacs
------------------------------------
Gary Isaacs
(Vice President, Human Resources)
COMMONWEALTH COMMUNICATIONS, INC.
BARGAINING EMPLOYEES 401(k) PLAN
By /s/ Gary Isaacs
-------------------------------------
Gary Isaacs
(Vice President, Human Resources)
INDEX TO EXHIBITS
<TABLE>
Sequentially
Exhibit Number Exhibit Numbered Page
- -------------- ------- ____________
<S> <C> <C>
<C>
4.01 (a) Articles of Incorporation of Registrant as amended and *
restated April 24, 1986 and as further amended on
November 25, 1991 are incorporated herein by
reference to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1994, (Commission File No. 0-11053).
(b) Amendment to Articles of Incorporation dated *
September 21, 1995 are incorporated herein by
reference to Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1995, (Commission File No. 0-11053).
4.02 (a) By-laws of Registrant, as amended through October 28, *
1993 are incorporated herein by reference to Exhibit
3(b) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993, (Commission File
No. 0-11053).
(b) Amendments to By-laws of Registrant (Article I, *
Section 1 and Article II, Section 4) dated as of
December 13, 1994 are incorporated herein by reference
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, (Commission File No.
0-11053).
4.03 (a) Senior Secured Note Purchase Agreement dated as of *
July 31, 1989 among C-TEC Cable Systems, Inc., C-
TEC, and various purchasers of the Senior Secured
Notes is incorporated herein by reference to Exhibit 4(j)
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1989, (Commission File No.
0-11053).
*
(b) Amendment to 9.65% Senior Secured Note Purchase
Agreement is incorporated herein by reference to
Exhibit 4(q) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993,
(Commission file No. 0-11053).
*
(c) Loan Agreement dated as of March 29, 1994, made by
and between Commonwealth Telephone Company and
the National Bank for Cooperatives is incorporated
herein by reference to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994,
(Commission File No. 0-11053).
5.01 Opinion of Raymond B. Ostroski, Esq. as to the legality of
the Common Stock being registered pursuant hereto. The
Registrant undertakes that it will submit the Plans and all
amendments thereto to the Internal Revenue Service (the
"Service") in a timely manner and that it will make all
changes required by the Service to issue a determination
letter with respect to the Plans.
23.01 Consent of Independent Public Accountants -- Coopers &
Lybrand L.L.P.
23.02 Consent of Raymond B. Ostroski, Esq. (included in his
opinion filed as Exhibit 5.01).
24.01 Powers of Attorney (included on the signature page of this
registration statement).
<FN>
- -------------
* Incorporated by reference.
</TABLE>
Exhibit 5.01
C-TEC CORPORATION
105 Carnegie Center
Princeton, NJ 08540
- - - - - - - - - -
(609) 734-3803
Facsimile (609) 734-3830
October 14, 1997
C-TEC Corporation
105 Carnegie Center, 3rd Floor
Princeton, New Jersey 08540
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 up to 20,000 shares of Common Stock, par value of $1.00 per
share (the "Shares"), pursuant to the Commonwealth Telephone Co., Inc.
Bargaining Employees 401(k) Plan and the Commonwealth Communications Inc.
Bargaining Employees 401(k) Plan (the "Plans") 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) 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.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly and validly authorized for issuance and, when
and to the extent issued pursuant to the Plan and upon receipt by the Company
of adequate consideration therefor, will be validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion with the Commission as
Exhibit 5.01 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,
/s/ Raymond B. Ostroski
____________________________________
Raymond B. Ostroski, Esq.
Exhibit 23.01
We consent to the incorporation by reference in this
registration statement of C-TEC Corporation on Form S-8 of our report dated
February 28, 1997, except for the information presented in Note 21, for which
the date is March 21, 1997, on our audits of the consolidated financial
statements of C-TEC Corporation as of December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995, and 1994, which report is included in
C-TEC Corporation's 1996 Annual Report on Form 10-K. We also consent to the
reference to our Firm under the caption "Experts".
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
October 14, 1997
