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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
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(Exact name of registrant as specified in its charter)
Delaware 04-2729372
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(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
50 Hall Road, Sturbridge, Massachusetts 01566
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(Address of Principal Executive Offices) (Zip code)
1991 Incentive Stock Option Plan
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(Full Title of Plan)
Charles B. Harrison
SpecTran Industrial Park
50 Hall Road
Sturbridge, Massachusetts 01566
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(Name and Address of agent for service)
508-347-2261
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(Telephone number, including area code, or agent for service)
Calculation of Registration Fee
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<CAPTION>
Proposed Proposed
Amount maximum maximum Amount
Title of securities to be offering price aggregate of registration
to be registered registered per unit (1) offering price fee
<S> <C> <C> <C> <C>
Common Stock, 345,000 $11.88 $4,098,600 $1,139.41
par value $.10
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(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 July 9, 1999.
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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 Incentive Stock Option Plan, as
amended. 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.
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Item 8. Exhibits
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Exhibit Sequential Page
Number Number
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4 SpecTran Corporation 1991 Incentive Stock Option Plan, as amended,
filed as Exhibit 10.115 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 (SEC File No. 000-12489) is
incorporated herein by reference.
5 Opinion of Nordlicht & Hand, counsel for the SpecTran Corporation 6
23(a) Consent of KPMG LLP 7
23(b) Consent of Nordlicht & Hand, contained in opinion of counsel filed as
Exhibit 5
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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 the City of Sturbridge, State of Massachusetts on June 29, 1999.
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.
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Name Title Date
<S> <C> <C>
/s/ Charles B. Harrison President, Chief June 29, 1999
- ------------------------ Executive Officer,
Charles B. Harrison Chairman of the Board of
Directors
(Principal Executive
Officer)
/s/ George J. Roberts Senior Vice President, June 29, 1999
- ------------------------- Chief Financial Officer,
George J. Roberts Secretary and Treasurer
(Principal Financial
Officer)
/s/ Paul D. Lazay Director June 29, 1999
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Dr. Paul D. Lazay
Director June 29, 1999
Ira S. Nordlicht
/s/ Richard M. Donofrio Director June 29, 1999
- -----------------------
Richard M. Donofio
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<S> <C> <C>
/s/ John E. Chapman Senior Vice President, June 29, 1999
- ----------------------- Director
John E. Chapman
/s/ Lily K. Lai Director June 29, 1999
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Dr. Lily K. Lai
/s/ Robert A. Schmitz Director June 29, 1999
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Robert A. Schmitz
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EXHIBIT INDEX
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<S> <C>
Exhibit Sequential Page
Number Number
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4 SpecTran Corporation 1991 Incentive Stock Option Plan, as amended,
filed as Exhibit 10.115 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 (SEC File No. 000-12489) is
incorporated herein by reference.
5 Opinion of Nordlicht & Hand, counsel for the SpecTran Corporation 6
23(a) Consent of KPMG LLP 7
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
July 9, 1999
SpecTran Corporation
SpecTran Industrial Park
50 Hall Road
Sturbridge, Massachusetts 01566
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
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, registering an
additional 345,000 shares of the Company's common stock, par value $.10 (the
"Shares") reserved for issuance under the Company's 1991 Incentive Stock Option
Plan, as amended.
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 ACCOUNTANT'S CONSENT
The Board of Directors
SpecTran Corporation
We hereby 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 LLP
KPMG LLP
Boston, Massachusetts
July 12, 1999
