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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SPECTRAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2729372
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
50 HALL ROAD, STURBRIDGE, MASSACHUSETTS 01566
(Address of Principal Executive Offices) (Zip code)
1991 INCENTIVE STOCK OPTION PLAN
(Full Title of Plan)
CHARLES B. HARRISON
SPECTRAN INDUSTRIAL PARK
50 HALL ROAD
STURBRIDGE, MASSACHUSETTS 01566
(Name and Address of agent for service)
508-347-2261
(Telephone number, including area code, or agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per unit (1) offering price fee
---------------- ---------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 830,000 $5.281 $4,383,230 $1,293.05
par value $.10
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average high and low prices of the
Company's Common Stock as reported on the National Association of Securities
Dealers Automated Quotation System on August 4, 1998.
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This Registration Statement is being filed pursuant to General Instruction E of
Form S-8 to register additional shares of SpecTran Corporation Common Stock in
connection with its 1991 Stock Option Plan. Pursuant thereto, the Registrant's
Registration Statement on Form S-8 filed March 23, 1992, SEC File No. 33-46581,
is hereby incorporated by reference.
ITEM 8. EXHIBITS
Exhibit Sequential Page
Number Number
- --------------------------------------------------------------------------------
4 - SpecTran Corporation 1991 Incentive Stock
Option Plan, as filed as Exhibit 4(b) to the
Registrant's Registration Statement on Form
S-8 filed March 23, 1992 (SEC File No. 33-46581)
is incorporated herein by reference.
5 - Opinion of Nordlicht & Hand, counsel for the
Company.
23(a) - Consent of KPMG Peat Marwick.
23(b) - Consent of Nordlicht & Hand, contained in
opinion of counsel filed as Exhibit 5.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that he 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 Sturbridge, State of Massachusetts on July 29, 1998.
SPECTRAN CORPORATION
(Registrant)
By: /s/ Charles B. Harrison
--------------------------------------
Charles B. Harrison, President 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.
Name Title Date
- ---- ----- ----
/s/ Charles B. Harrison July 29, 1998
- -------------------------------
Charles B. Harrison President,
Chief Executive Officer,
and Director (Principal
Executive Officer)
/s/ Raymond E. Jaeger July 29, 1998
- -------------------------------
Dr. Raymond E. Jaeger Chairman of the Board
of Directors
/s/ Bruce A. Cannon July 29, 1998
- -------------------------------
Bruce A. Cannon Chief Financial Officer,
Senior Vice President,
Secretary, Treasurer, and
Director(Principal
Financial Officer)
/s/ John E. Chapman July 29, 1998
- -------------------------------
John E. Chapman Senior Vice President and
Director
/s/ Paul D. Lazay July 29, 1998
- -------------------------------
Paul D. Lazay Director
3
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July 29, 1998
- -------------------------------
Ira S. Nordlicht Director
/s/ Richard M. Donofrio July 29, 1998
- -------------------------------
Richard M. Donofio Director
/s/ Lily K. Lai July 29, 1998
- -------------------------------
Dr. Lily K. Lai Director
/s/ Robert A. Schmitz July 29, 1998
- -------------------------------
Robert A. Schmitz Director
4
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EXHIBIT INDEX
-------------
4 - SpecTran Corporation 1991 Incentive Stock
Option Plan, as filed as Exhibit 4(b) to the
Registrant's Registration Statement on Form
S-8 filed March 23, 1992 (SEC File No. 33-46581)
is incorporated herein by reference.
5 - Opinion of Nordlicht & Hand, counsel for the
Company.
23(a) - Consent of KPMG Peat Marwick.
23(b) - Consent of Nordlicht & Hand, contained in
opinion of counsel filed as Exhibit 5.
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Exhibit 5
NORDLICHT & HAND
Counsellors at Law
Olympic Tower
645 Fifth Avenue
New York, New York 10022
August 7, 1998
SpecTran Corporation
SpecTran Industrial Park
50 Hall Road
Sturbridge, MA 01566
Re: Registration Statement on Form S-8
Dear Sirs:
We have acted as Counsel to SpecTran Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
(the "Registration Statement") on Form S-8 to be filed by the Company under the
Securities Act of 1933, as amended to register 830,000 shares of Common Stock of
the Company, par value $.10 per share (the "Shares").
In such capacity, we have examined the Company's Certificate of
Incorporation, Bylaws, the form of certificate for the Shares and such records,
documents, statutes and decisions as we have deemed relevant.
On the basis of such examination, we advise you that, in our opinion, the
Shares, when issued in accordance with the terms of the Registration Statement
against payment of the purchase price therefor, will be validly issued, fully
paid and non-assessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption of "Legal
Counsel" in the Prospectus and reference to us under the caption "Counsel" in
the Registration Statement.
Very truly yours,
/s/ Nordlicht & Hand
Nordlicht & Hand
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Exhibit 23(a)
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
SpecTran Corporation
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
August 7, 1998
