<PAGE>
As filed with the Securities and Exchange Commission on April 4, 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 registrant as specified in its charter)
Pennsylvania 23-2093008
(State or other jurisdiction (I.R.S. employee
of incorporation or organization) identification no.)
105 Carnegie Center
Princeton, New Jersey 08540
(Address of principal executive offices)
C-TEC Corporation 1997 Non-Management Directors' Stock Compensation Plan
(Full title of Plan)
Raymond B. Ostroski, Esq.
Executive Vice President and General Counsel
C-TEC Corporation
105 Carnegie Center
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 Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Amount of
be Registered Registered Unit/(1)/ Offering(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 25,000 $28.25 $706,250.00 $214.02
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 price of the registrant's Common Stock on March 31,
1997.
<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, 1996 (the "Form 10-K") 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) The description of the Company's Common Stock, par value $1.00 per
share (the "Common Stock"), contained in the Company's Current Report on Form 8-
K/A, dated November 21, 1995, filed pursuant to Section 13 or 15(d) of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which de-registers all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded
II-1
<PAGE>
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by 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.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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 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.
II-2
<PAGE>
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(g) C-TEC Corporation 1997 Non-Management Directors' Stock Compensation Plan.
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 (included in signature page).
</TABLE>
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;
II-3
<PAGE>
(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 ss.210.3-19 of this chapter at the start of any
delayed offering or throughout a continuous 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 ss.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.
II-4
<PAGE>
(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, suit 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.
II-5
<PAGE>
SIGNATURES
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 Princeton, New Jersey, on April _, 1997.
C-TEC Corporation
By: _______________________
David C. McCourt, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
in so signing also makes, constitutes and appoints Raymond B. Ostroski such
person's true and lawful attorney-in-fact, with full power of substitution, for
such person in any and all capacities, to execute and cause to be filed with the
Securities and Exchange Commission any or all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, and hereby ratifies and confirms all that
said attorney-in-fact or his substitute or substitutes may do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
- ------------------- Chairman and April _, 1997
David C. McCourt Chief Executive Officer
(Principal Executive Officer)
- ------------------- Director, President and
Michael J. Mahoney Chief Operating Officer April _, 1997
- ------------------- Director, Executive Vice President April _, 1997
Bruce C. Godfrey and Chief Financial Officer
(Principal Financial
and Accounting Officer)
/s/ James Q. Crowe
- -------------------
James Q. Crowe Director April _, 1997
- -------------------
Stuart E. Graham Director April _, 1997
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Frank M. Henry
- ----------------------
Frank M. Henry Director April 1, 1997
/s/ Richard R. Jaros
- ----------------------
Richard R. Jaros Director April 1, 1997
/s/ Robert E. Julian
- ----------------------
Robert E. Julian Director April 1, 1997
- ----------------------
Daniel E. Knowles Director April 1, 1997
/s/ David C. Mitchell
- ----------------------
David C. Mitchell Director April 1, 1997
- ----------------------
Eugene Roth Director April _, 1997
- ----------------------
Walter Scott, Jr. Director April _, 1997
- ----------------------
Michael B. Yanney Director April _, 1997
</TABLE>
S-2
<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, 1996 (the "Form 10-K") 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) The description of the Company's Common Stock, par value $1.00 per
share (the "Common Stock"), contained in the Company's Current Report on Form 8-
K/A, dated November 21, 1995, filed pursuant to Section 13 or 15(d) of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which de-registers all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded
II-1
<PAGE>
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by 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.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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 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.
II-2
<PAGE>
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(g) C-TEC Corporation 1997 Non-Management Directors' Stock Compensation Plan.
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 (included in signature page).
</TABLE>
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;
II-3
<PAGE>
(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 ss.210.3-19 of this chapter at the start of any
delayed offering or throughout a continuous 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 ss.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.
II-4
<PAGE>
(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, suit 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.
II-5
<PAGE>
SIGNATURES
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 Princeton, New Jersey, on April 4, 1997.
C-TEC Corporation
/s/ David C. McCourt
By: _______________________
David C. McCourt, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
in so signing also makes, constitutes and appoints Raymond B. Ostroski such
person's true and lawful attorney-in-fact, with full power of substitution, for
such person in any and all capacities, to execute and cause to be filed with the
Securities and Exchange Commission any or all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, and hereby ratifies and confirms all that
said attorney-in-fact or his substitute or substitutes may do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ David C. McCourt
- ---------------------- Chairman and April 4, 1997
David C. McCourt Chief Executive Officer
(Principal Executive Officer)
/s/ Michael J. Mahoney
- ---------------------- Director, President and April 4, 1997
Michael J. Mahoney Chief Operating Officer
/s/ Bruce C. Godfrey
- ---------------------- Director, Executive Vice President April 4, 1997
Bruce C. Godfrey and Chief Financial Officer
(Principal Financial
and Accounting Officer)
/s/ James Q. Crowe
- ---------------------- Director April 4, 1997
James Q. Crowe
/s/ Stuart E. Graham
- ---------------------- Director April 4, 1997
Stuart E. Graham
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Frank M. Henry
- ----------------------
Frank M. Henry Director April 4, 1997
/s/ Richard R. Jaros
- ----------------------
Richard R. Jaros Director April 4, 1997
/s/ Robert E. Julian
- ----------------------
Robert E. Julian Director April 4, 1997
/s/ Daniel E. Knowles
- ----------------------
Daniel E. Knowles Director April 4, 1997
/s/ David C. Mitchell
- ----------------------
David C. Mitchell Director April 4, 1997
/s/ Eugene Roth
- ----------------------
Eugene Roth Director April 4, 1997
/s/ Walter Scott, Jr.
- ----------------------
Walter Scott, Jr. Director April 4, 1997
/s/ Michael B. Yanney
- ----------------------
Michael B. Yanney Director April 4, 1997
</TABLE>
S-2
<PAGE>
Commission File Number 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
C-TEC CORPORATION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
EXHIBITS
- --------------------------------------------------------------------------------
<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(g) C-TEC Corporation 1997 Non-Management Directors' Stock
Compensation Plan.
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 (included in signature page).
</TABLE>
<PAGE>
EXHIBIT 5(a)
April 4, 1997
C-TEC CORPORATION RAYMOND B. OSTROSKI
105 Carnegie Center, 3rd Floor EXECUTIVE VICE PRESIDENT
Princeton, New Jersey 08540 AND GENERAL COUNCIL
609 734 3803
Facsimile 609 734 3830
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 25,000 shares of Common Stock, par value of $1.00 per share
(the "Shares"), pursuant to the Company's 1997 Non-Management Directors' Stock
Compensation Plan (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>
C-TEC Corporation
April 4, 1997
Page Two
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, will be 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,
/s/Raymond B. Ostroski
-------------------------------
Raymond B. Ostroski, Esq.
<PAGE>
EXHIBIT 10(g)
C-TEC CORPORATION
1997 NON-MANAGEMENT DIRECTORS' STOCK COMPENSATION PLAN
1. Purpose. The purpose of the C-TEC Corporation 1997 Non-Management
-------
Directors' Stock Compensation Plan (the "Plan") is to encourage Non-Management
Directors (as defined) to have a personal financial stake in C-TEC Corporation
(the "Company") through an ownership interest in the Company's Common Stock,
thereby aligning the interests of Non-Management Directors with that of the
Company's shareholders. The shares of Common Stock issuable pursuant to this
Plan are in lieu of the annual retainer and meeting fees (collectively, the
"Fees") payable to Non-Management Directors.
2. Administration. The Plan shall be administered by the Board of
--------------
Directors of the Company or a committee composed of Non-Employee Directors, as
such term is defined in Rule 16b-3(b)(3)(i) promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). (The Board of
Directors or such committee may be referred to herein as the "Committee").
Subject to the provisions of the Plan, the Committee is authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee's interpretation of the Plan, and all
actions taken and determinations made by the Committee pursuant to the powers
vested in it hereunder, is conclusive and binding upon all parties concerned
including the Company, its shareholders and persons granted awards under the
Plan.
3. Shares Subject to Plan. The shares issued or issuable under the
----------------------
Plan shall not exceed 25,000 shares of Common Stock. Such shares may be
authorized and unissued shares or treasury shares.
4. Participants. All members of the Company's Board of Directors who
------------
are not, as of the date of any award, employees of the Company or any of its
Subsidiary Corporations (as such term is defined in Section 424 of the Internal
Revenue Code of 1986, as amended (the "Code")) are, except as may be otherwise
provided herein, required to participate in the Plan.
5. Awards.
------
(a) Grant Dates and Formula for Retainer Fees. Shares of Common
-----------------------------------------
Stock shall be automatically granted to each Non-Management Director on
January 1 of each Plan year (each such date is hereinafter referred to as
the" Annual Grant Date") commencing February 1, 1997; provided, however,
-------- -------
that for the year ending December 31, 1997, the Annual Grant Date shall be
February 12, 1997 (the "Initial Grant Date"). The total number of shares
granted to each Non-Management Director pursuant to this Section 5(a)
shall equal the quotient obtained by dividing the annual retainer fee then
in effect by the fair market value of a share of Common Stock on the
Annual Grant Date (or the Initial Grant Date, as the case may be)
determined in accordance with Section 5(c)(ii) hereof;
<PAGE>
provided, however, that for the year ending December 31, 1997, the total
-----------------
number of shares granted to each Non-Management Director shall be equal to
the quotient obtained by dividing (i) the product obtained by multiplying
(x) eleven-twelfths (11/12) by (y) the annual retainer fee in effect on
February 12, 1997 by (ii) the fair market value of a share of Common Stock
determined in accordance with Section 5(c) hereof. In the event a person
becomes a director between applicable Annual Grant Dates, such person
shall, on the thirtieth (30th) day following such appointment, receive the
number of shares of Common Stock equal to the product obtained by
multiplying a (i) fraction, the (I) numerator of which is the number of
months remaining in such year and the (II) denominator of which is twelve
(12) by a (ii) fraction, the (I) numerator of which is the annual retainer
fee in effect on the most recent Annual Grant Date, as the case may be,
and the (II) denominator of which was the fair market value of a share of
Common Stock for such Annual Grant Date or Initial Grant Date, as the case
may be, based upon the average of the closing price for the ten (10)
trading days immediately preceding said appointment.
(b) Grant Dates and Formula for Meeting Fees. Shares of Common
----------------------------------------
Stock shall be automatically granted to each Non-Management Director on
March 31, June 30, September 30 and December 31 (each such date
hereinafter referred to as a "Quarterly Grant Date") of each Plan year,
commencing February 1, 1997. The total number of shares granted to each
Non-Management Director pursuant to this Section 5(b) shall be equal to
the quotient obtained by dividing the amount of meeting fees earned by the
Non-Management Director during the three (3) months ending on the
applicable Quarterly Grant Date by the fair market value of a share of
Common Stock determined in accordance with Section 5(c)(i) hereof. The
term "meeting fees" as used herein shall include (i) meetings of a
committee of the Board of Directors organized pursuant to (S)(S)1731 of
the Pennsylvania Business Corporation Law of 1988, as amended, and (ii)
any additional fees payable to any Non-Management Director for serving as
chairperson of such committee.
(c) Fair Market Value. The fair market value per share of Common
-----------------
Stock shall (i) for the purposes of the Quarterly Grant Date, be the
closing price of share of Common Stock on the last trading day prior to
the applicable Grant Date as its reported on the principal securities
exchange (which term shall include the Nasdaq Stock Markets) on which the
Common Stock is listed (the "Exchange") and (ii) for the purposes of an
Annual Grant Date, the average of the closing price of the Common Stock as
reported on the Exchange for the ten (10) trading days ending on the
trading date immediately preceding the Annual Grant Date; provided,
--------
however, with respect to the Initial Grant Date, it shall be the average
-------
of the closing prices of the Common Stock as reported on the Exchange for
the ten (10) trading days commencing February 13, 1997. Fractional shares
will be rounded to the next highest share. The shares or rights to which a
participant is entitled under Sections 5(a) and 5(b) shall be in lieu of
the payment in cash of the 100% of the Fees.
<PAGE>
(d) Compliance with Section 16(b) of the Exchange Act. It is
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intended that the issuance of shares of Common Stock pursuant to this Plan
be exempt from the application of Section 16(b) of the Exchange Act
pursuant to the exemption afforded by Rule 16b-3(d)(3) promulgated
thereunder. Accordingly, shares issued pursuant to this Plan shall, unless
otherwise provided by the Committee in accordance with Rule 16b-3(d)(1) or
by the shareholders in accordance with Rule 16b-3(d)(2), shall be held for
six (6) months following the date of acquisition.
(e) Certificates; Effectiveness of Registration Statement. Each
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stock certificate issued in respect of shares awarded to a participant may
bear an appropriate legend disclosing the restrictions on transferability
imposed on such shares by the Plan or by law. Notwithstanding anything to
the contrary herein, no shares of Common Stock will be issued until (i) a
Registration Statement on Form S-8 with respect to the shares of Common
Stock has been filed with and declared effective by the United States
Securities and Exchange Commission and (ii) the related prospectus has
been distributed to the Non-Management Directors.
(f) Termination of Service During Grant Period. In the event of
------------------------------------------
termination of service on the Board by any participant then, with respect
to the shares (i) issued to the participant pursuant to Section 5(a) shall
be fully vested and not forfeited and (ii) issued pursuant to Section 5(b)
of this Plan, such participant's award for the Quarterly Grant Period
shall be determined in accordance with Section 5(b) of the Plan based upon
the amount of meeting fees earned during such period as of the date of
termination of service.
6. Withholding. Whenever the Company issues shares of Common Stock
-----------
under the Plan, the Company shall have the right to withhold from sums due the
recipient, or to require the recipient to remit to the Company, any amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery of any certificate for such shares.
7. Hardship. The Committee may, in lieu of the issuance of shares of
--------
Common Stock, pay a director the Fees in cash on account of his Hardship;
provided, however, that with respect to Fees payable for the year ending
- -------- -------
December 31, 1997, such determination shall be made prior to issuance of the
Initial Grant of Director Shares; and provided further, that for each year
ending thereafter, such determination shall be made not later than fifteen (15)
days before the commencement of such year (or, in the case of a director first
appointed between Annual Grant Dates, not later than twenty (20) days following
such appointment). For purposes of this Plan, the "Hardship" of a participant,
shall be determined by the Committee in its sole and absolute discretion.
8. Section 83(b) Election. Participants shall have the right to make
----------------------
an election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, if applicable, with regard to the taxation of awards under the Plan.
<PAGE>
9. Amendment. The Committee may terminate, modify or amend the Plan in
---------
such respect as it shall deem advisable. No termination, modification
or amendment of the Plan may, without the consent of a participant,
adversely affect a participant's rights under an award granted prior
thereto.
10. Duration of the Plan. The Plan shall remain in effect through
--------------------
December 31, 2000.
11. Expenses of the Plan. The expenses of administering the Plan shall
--------------------
be borne by the Company.
12. Effective Date. The Plan will become effective as of February 12,
--------------
1997, the date the Board of Directors of the Company approved the Plan.
<PAGE>
EXHIBIT 23(a)
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
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
and financial statement schedules of C-TEC Corporation and subsidiaries as of
December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995 and
1994, which report is included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
/s/ COOPERS & LYBRAND L.L.C.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 4, 1997
