SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report October 1, 1999
(Date of earliest event reported) (September 30, 1999)
CTC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Massachusetts 0-13627 04-2731202
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
220 Bear Hill Rd., Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
(781) 466-8080
(Registrant's telephone number including area code)
(Former name or former address if changed since last
report)
<PAGE>
Item 5. Other Events
Effective on September 30, 1999, CTC Communications Corp, a Massachusetts
corporation ("CTC Communications"), reorganized into a holding company form
of organizational structure, whereby CTC Communications Group, Inc., a
Delaware corporation ("CTC Group" or the "Registrant") became the holding
company. The new organizational structure will allow CTC Group to manage its
organization more effectively and broadens the alternatives for future
financing.
The holding company organizational structure, which moved the jurisdiction of
the enterprise to Delaware from Massachusetts, was effected by a merger
conducted pursuant to Section 252 of the Delaware General Corporation Law and
Section 79 of Chapter 156B of the Massachusetts General Corporation Law (the
"Merger"), with over 2/3 of the stockholders of CTC Communications approving
the Merger at its Annual Meeting of Stockholders. In the Merger, CTC-Newco,
Inc., a Delaware corporation organized for the purpose of the Merger and a
subsidiary of CTC Group, merged with and into CTC Communications, the
surviving corporation. As a result of the Merger, the existence of CTC-
Newco, Inc. ceased and CTC Group became the sole shareholder of CTC
Communications. In the Merger, each share of Common Stock, $.01 par value,
and each share of Series A Convertible Preferred Stock, $1.00 par value, of
CTC Communications was converted into one share of Common Stock, $.01 par
value and one share of Series A Convertible Preferred Stock, $1.00 par value,
of CTC Group. CTC Group is authorized to issue up to 100 million shares of
common stock and 10 million shares of preferred stock.
The conversion of shares of CTC Communications' stock in the Merger occurred
without an exchange of certificates. Accordingly, certificates formerly
representing shares of outstanding stock of CTC Communications are deemed to
represent the same number of shares of stock of CTC Group until such
certificates are submitted to CTC Group's transfer agent for transfer. The
change to the holding company structure was tax free for federal income tax
purposes for stockholders.
The common stock of CTC Group is listed on the Nasdaq National Market under
the same symbol as its predecessor, "CPTL", with a new Cusip number of
126419100.
A copy of the press release issued by CTC Communications describing the
transaction is attached hereto as Exhibit 99.1.
The Registrant hereby incorporates by reference the Amended and Restated
Agreement and Plan of Reorganization dated as of March 1, 1999 among the
Registrant, CTC Communications Group, Inc. and CTC-Newco, Inc. (filed as an
Exhibit to CTC Communications Corp. Registration Statement on Form S-1 (File
No. 333-77709)), the Certificate of Merger of CTC Communications attached
hereto as Exhibit 3.3 and the press release attached hereto as Exhibit 99.1,
each made a part hereof, into this Item 5.
Item 7c. Exhibits.
Exhibit 2.1** Amended and Restated Agreement and Plan of
Reorganization dated as of March 1, 1999 among CTC
Communications Corp., CTC Communications Group, Inc.
and CTC-Newco, Inc.
Exhibit 3.3 Certificate of Merger of CTC Communications Corp.
Exhibit 99.1 Press Release issued by CTC Communications Corp. on
October 1, 1999.
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** Incorporated by reference to an Exhibit filed as part of CTC
Communications Corp. Registration Statement on Form S-1 (File No. 333-77709).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CTC COMMUNICATIONS CORP.
By: /s/ John D. Pittenger
John D. Pittenger,
Executive Vice President, Finance and Administration
Dated: October 1, 1999
EXHIBIT INDEX
Exhibit 3.3 Certificate of Merger of CTC Communications Corp.
Exhibit 99.1 Press Release issued by CTC Communications Corp. on
October 1, 1999.
Exhibit 3.3
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 79)
Federal Identification No. 04-2731202
Merger of CTC Communications Corp. and CTC-Newco, Inc., a Delaware
corporation, the constituent corporations, into CTC Communications Corp., one
of the constituent corporations organized under the laws of Massachusetts.
The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:
1. An agreement of merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 79, and will be kept as
provided by Subsection (c) thereof. The surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.
2. The effective date of the merger determined pursuant to the agreement of
merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a later effective date is desired, specify such date which
shall not be more than thirty days after the date of filing: September 30,
1999 at 5:00 p.m.
3. The following amendments to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger: None.
4. The information contained in Item 4 is not a permanent part of the
Articles of Organization of the surviving corporation.
(a) The street address of the surviving corporation in Massachusetts is 220
Bear Hill Rd., Waltham MA 02451.
(b) The name, residential address and post office address of each director
and officer of the surviving corporation is:
President: Steven Paul Milton, 52 Follett St., Cumberland RI 02864
Treasurer and Clerk: John D. Pittenger, 9 Hickory Dr., Medfield MA 02052
Directors:
Katherine Dietze Courage, 133 East 64th St., Apt 4B, New York NY 10021
Robert J. Fabbricatore, 124 Hopewell Point, Wolfeboro NH 03894
Henry Hermann, 6425 Brookshire Dr., Dallas TX 75230
Kevin J. Maroni, 106 Laurel Rd., Chestnut Hill MA 02467
J. Richard Murphy, 17 Millpond, No. Andover MA 01845
Robert A. Nicholson, 184 Marlborough St., Boston MA 02116
Richard J. Santagati, 3 Farmland Circle, Andover MA 01810
Ralph C. Sillari, 5 Solomon Pierce Rd., Lexington MA 02173
Carl Redfield, 23 Topsail Circle, Cotuit MA 02635, ,
Ralph S. Troupe, 56 Indian Wind Dr., Scituate MA 02066
(c) The fiscal year end (i.e. tax year) of the surviving corporation shall
end on the last day of the month of: March.
(d) The name and business address of the resident agent, if any, of the
surviving corporation is: CT Corporation System, 2 Oliver St., Boston MA
02109
The undersigned President and Clerk of CTC Communications Corp., a
corporation organized under the laws of Massachusetts, further state under
the penalties of perjury that the agreement of merger has been duly executed
on behalf of such corporation and duly approved in the manner required by
General Laws, Chapter 156B, Section 78.
/s/ Steven Milton, President /s/John Pittenger, Clerk.
Exhibit 99.1
Press Release Issued October 1, 1999
CTC Communications Corp. Completes Holding Company Reorganization
WALTHAM, Mass.--Oct. 1, 1999--CTC Communications Corp. (NASDAQ:CPTL) (the
"Company" or "CTC") announced today that it has reorganized into a holding
company form of organizational structure which changed the jurisdiction of
the enterprise from Massachusetts to Delaware. As a result of the
reorganization, a new parent company, CTC Communications Group, Inc., a
Delaware corporation ("CTC Group"), owns 100 percent of CTC, the previous
publicly-held company. Stockholders of CTC have automatically become
stockholders of CTC Group on a share for share basis.
The new holding company organizational structure will allow CTC Group to
manage its entire organization more effectively and broadens the alternatives
for future financing.
The reorganization was approved by the required two-thirds vote of CTC
stockholders under Massachusetts law. Existing certificates representing
shares of CTC's common stock serve as evidence of ownership of the same
number of shares of common stock of CTC Group; an exchange of certificates is
not required. The change to the holding company structure was tax free to
CTC's stockholders. The by-laws, executive officers and board of directors of
CTC Group are the same as those of CTC. CTC Group's common stock will
continue to be listed on the Nasdaq National Market under the ticker symbol
"CPTL." The new Cusip No. for CTC Group's common stock is 12641[9] 100.
About CTC Communications
CTC, headquartered in Waltham, Massachusetts, is a rapidly growing provider
of integrated communication solutions to medium and larger-sized business
customers in the Northeast U.S. It provides an extensive array of voice and
data services including local, long distance, frame relay, Internet access
and other advanced data services. In August of this year, the company
officially became an Internet Service Provider. CTC markets its services
through 310 member sales and service representatives located in 26 branch
offices throughout Maine, New Hampshire, Vermont, Massachusetts, Rhode
Island, Connecticut, New York and Maryland. CTC Communications' ICN Network
is fully redundant and is managed at the company's recently completed, state-
of-the-art Technology Center, located at its corporate headquarters in
Waltham, Massachusetts. As of June 30, 1999, the company had more than
184,000 access lines in service and has been adding approximately 40,000 new
lines per quarter. CTC can be found on the Worldwide Web at www.ctcnet.com.
The statements in this press release that relate to future plans, events or
performance are forward-looking statements that involve risk and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Readers are, accordingly,
cautioned not to place undue reliance on these forward-looking statements,
which speak only as to the date hereof. Additional information about these
risks and uncertainties is set forth in the Company's most recent report on
Form 10-Q. CTC undertakes no obligation to release publicly the results of
any revisions to these forward-looking statements that may be made to reflect
results, events or circumstances after the date hereof.
CONTACT: CTC Communications
John D. Pittenger
(781) 466-1302
