<PAGE> 1
As filed with the Securities and Exchange Commission on March 23, 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
COMMUNICATION CABLE, INC.
(Exact Name of Registrant as Specified in Its Charter)
NORTH CAROLINA 56-1433144
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
P.O. BOX 1757, 1378 CHARLESTON DRIVE, SANFORD, NORTH CAROLINA 27331
(Address of Principal Executive Offices)
COMMUNICATION CABLE, INC. INCENTIVE STOCK OPTION PLAN
AND
COMMUNICATION CABLE, INC. DIRECTORS STOCK OPTION PLAN
AND
COMMUNICATION CABLE, INC. 1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plans)
________________
JAMES R. FORE COPY TO:
PRESIDENT
COMMUNICATION CABLE, INC. M. HILL JEFFRIES, ESQ.
1378 CHARLESTON DRIVE LONG, ALDRIDGE & NORMAN
SANFORD, NORTH CAROLINA 27331 SUITE 5300, ONE PEACHTREE CENTER
(Name and Address of Agent For Service) ATLANTA, GEORGIA 30308
(919) 775-7775 (404) 527-4000
(Telephone Number, Including Area Code,
of Agent For Service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee (2)
=======================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value
per share
Incentive
Stock Option Plan 204,419 $1,622,397.70 $ 559.40
573,054 $8.625 4,942,590.70 1,704.21
Directors
Stock Option Plan 77,640 573,805.37 197.85
1995 Outside
Directors Stock
Option Plan 24,000 209,100.00 72.09
176,000 8.625 1,518,000.00 523.41
--------- ------ ------------- ---------
TOTAL: 1,055,113 $8,865,893.77 $3,056.96
========= ====== ============= =========
</TABLE>
(1) (a) The shares of Common Stock being registered represent pursuant to
the Communication Cable, Inc. Incentive Stock Option Plan, (i) 204,419
shares of Common Stock that may be acquired pursuant to the exercise
of outstanding options and (ii) 573,054 shares of Common Stock that
may be acquired pursuant to options available for grant in the future,
(b) pursuant to the Communication Cable, Inc. Directors Stock Option
Plan, 77,640 shares of Common Stock that may be acquired pursuant to
the exercise of outstanding options, and (c) pursuant to the
Communication Cable, Inc. 1995 Outside Directors Stock Option Plan,
(i) 24,000 shares of Common Stock that may be acquired pursuant to the
exercise of outstanding options and (ii) 176,000 shares of Common
Stock that may be acquired pursuant to options available for grant in
the future. An undetermined number of additional shares may be
issued, or the shares registered hereunder may be combined into an
undetermined lesser number of shares, if the antidilution provisions
of the respective plans become operative.
(2) The offering prices of the shares subject to currently outstanding
options are the applicable option exercise prices for each currently
outstanding option, determined as set forth below. The offering price
of the shares which may be acquired pursuant to options available for
grant in the future under the respective plans is not presently
determinable. The offering price for such shares is estimated
pursuant to Rule 457 (c) and (h) solely for the purpose of calculating
the registration fee and is based upon the average of the high and low
prices of the Registrant's Common Stock on March 17, 1995 as reported
in the consolidated reporting system.
ii
<PAGE> 3
Incentive Stock Option Plan:
<TABLE>
<CAPTION>
Outstanding Option Exercise Proposed Maximum Amount of
Options Price Per Share Offering Price Registration Fee
----------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
375 $1.83 $686.25 $.24
1,500 2.25 3,375.00 1.16
4,498 2.57 11,559.86 3.99
9,748 4.77 46,497.96 16.03
4,498 4.84 21,770.32 7.51
74,663 6.67 498,002.21 171.71
17,003 7.56 128,542.68 44.32
4,623 8.33 38,509.59 13.28
27,740 9.99 277,122.60 95.55
12,960 11.71 151,761.60 52.33
2,311 12.33 28,494.63 9.82
44,500 9.35 416,075.00 143.46
------- ------------- -------
Total 204,419 $1,622,397.70 $559.40
======= ============= =======
</TABLE>
Directors Stock Option Plan:
<TABLE>
<CAPTION>
Outstanding Option Exercise Proposed Maximum Amount of
Options Price Per Share Offering Price Registration Fee
----------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C>
52,643 $6.67 351,128.81 121.07
11,129 7.56 84,135.24 29.01
13,868 9.99 138,541.32 47.77
------ ----------- -------
Total 77,640 $573,805.37 $197.85
====== =========== =======
</TABLE>
1995 Outside Directors Stock Option Plan:
<TABLE>
<CAPTION>
Outstanding Option Exercise Proposed Maximum Amount of
Options Price Per Share Offering Price Registration Fee
----------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C>
18,000 $8.50 153,000.00 $52.75
6,000 9.35 56,100.00 19.34
------ ----------- -------
Total 24,000 $209,100.00 $ 72.09
====== =========== =======
</TABLE>
iii
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Communication Cable, Inc.
(the "Company") or the "Registrant") with the Securities and Exchange
Commission (the "Commission") hereby are incorporated herein by reference as of
their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1995;
(3) The description of the Company's Common Stock, $1.00 par value
per share, as contained in the Company's Registration Statement on Form 8-A
(File 0-15555) as declared effective by the Commission on April 7, 1987.
In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference and made a part hereof from the date of the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 to 55-8-58, inclusive, of the North Carolina Business
Corporation Act, adopted on July 1, 1990 (the "North Carolina Act"), govern the
indemnification of directors, officers, employees and agents. Section 55-8-51
of the North Carolina Act provides for indemnification of a director of the
Company for liability incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including civil actions brought as derivative
actions by or in the right of the Company) in which he may become involved by
reason of being a director of the Company. Section 55-8-51 also provides such
indemnity for directors who, at the request of the Company, act as directors,
officers, partners, trustees, employees or agents of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or another enterprise. The Section permits indemnification if the director
conducted himself in good faith and reasonably believed that his conduct was in
or not opposed to the best interest of the Company and, in addition, in
criminal proceedings, if he had no reasonable cause to believe his conduct was
unlawful. If the required standard of conduct is met, indemnification may
include judgments, settlements, penalties, fines or reasonable expenses
(including attorneys' fees) incurred with respect to a proceeding. However,
the Company is not permitted to indemnify a director if the director is
adjudged liable to the Company in a derivative action or on the basis that
personal benefit was improperly received by him unless so ordered by a court in
view of all the relevant circumstances, and if the director was adjudged so
liable, the director will only be entitled to such indemnification for
reasonable expenses as a court finds to be proper in accordance with the
provisions of Section 55-8-54.
Section 55-8-52 of the North Carolina Act provides that directors who
are wholly successful with respect to any claim brought against them, which
claim is brought because they are or were directors of the Company, are
entitled to indemnification against reasonable expenses as of right.
Conversely, if the charges made in any action are sustained, the determination
of whether the required standard of conduct has been met will be made, in
accordance with the provisions of Section 55-8-55 of the North Carolina Act, as
follows: (i) by the majority vote of a quorum of the members of the board of
directors who are not parties to the
II-1
<PAGE> 5
proceeding, (ii) if a quorum of such disinterested directors cannot be
obtained, by a committee thereof duly designated by the board of directors,
consisting of two or more disinterested directors, (iii) by special legal
counsel appointed by the directors, or (iv) by the shareholders, but in such
event, any shares owned by or voted under the control of directors who are
parties to the proceeding may not be voted.
Section 55-8-56 of the North Carolina Act provides that an officer of
the Company (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section
55-8-52, and may apply for court-ordered indemnification as may a director
under Section 55-8-54, as described above. In addition, the Company may, to
the extent provided by its Articles of Incorporation, By-Laws, general or
specific actions by its Board of Directors, or by contract, indemnify and
advance expenses to an officer, employee or agent who is not a director to the
extent that such indemnification is consistent with public policy.
The provisions of Section 4 of Article VIII of the Company's By-Laws
provide that the directors, officers, employees and agents of the Company are
entitled to be indemnified by the Company to the full extent permitted by the
North Carolina Act as outlined above. In addition, as authorized by Section
55-8-56 of the North Carolina Act, the Board of Directors has authorized the
Company to enter into indemnification agreements with each of its officers who
is not a director to provide each such officer indemnification rights equal to
those permitted for directors of the Company pursuant to the provisions of the
North Carolina Act outlined above.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of McDaniel & Anderson, L.L.P.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of McDaniel & Anderson, L.L.P. (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING.
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 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.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, as amended (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.
(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.
II-2
<PAGE> 6
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
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 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. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
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.
II-3
<PAGE> 7
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 Sanford, State of North Carolina, on this 13th
day of March 1995.
COMMUNICATION CABLE, INC.
By: /s/ James R. Fore
------------------
James R. Fore
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of March 13, 1995.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
/s/ James R. Fore President and Chairman of the Board of Directors
- --------------------------- (Principal Executive Officer)
James R. Fore
/s/ William B. Cooper Vice President of Finance, Secretary-Treasurer and
- ------------------------- Director (Principal Financial and Accounting
William B. Cooper Officer)
/s/ John L. Bitter, Jr. Director
- ----------------------------
John L. Bitter, Jr.
/s/ George J. Falconero Director
- --------------------------
George J. Falconero
/s/ Benjamin Greene Director
- -------------------------
Benjamin Greene
/s/ Charles L. Wellard Director
- -------------------------
Charles L. Wellard
*By: ___________________________________________
James R. Fore
As Attorney-in-Fact
</TABLE>
II-4
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- --------
<S> <C> <C>
5 Opinion of McDaniel & Anderson, L.L.P.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of McDaniel & Anderson, L.L.P. (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5
Opinion of McDaniel & Anderson, L.L.P.
<PAGE> 2
MCDANIEL & ANDERSON, L.L.P.
ATTORNEYS AT LAW
4942 WINDY HILL DRIVE
POST OFFICE BOX 58186
RALEIGH, NORTH CAROLINA 27658 TELEPHONE
(919) 872-3000
L. BRUCE MCDANIEL
WILLIAM E. ANDERSON March 22, 1995 TELEFAX
MARCIA A. NORRIS (919) 790-9273
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: Communication Cable, Inc. (File No. 0-15555)
Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to Communication Cable, Inc., a North Carolina
corporation (the "Company") which is filing a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission"). Pursuant to the Registration Statement, the Company
intends to register under the Securities Act of 1933, as amended, a total of
1,055,113 shares (the "Shares") of common stock, par value $1.00 per share (the
"Common Stock"), of the Company. The Shares represent (i) 777,473 shares of
Common Stock which are issuable upon the exercise of options granted and to be
granted pursuant to the Communication Cable, Inc. Incentive Stock Option Plan
(the "ISOP"); (ii) 77,640 shares of Common Stock which are issuable upon the
exercise of options granted pursuant to the Communication Cable, Inc. Directors
Stock Option Plan (the "Directors Plan"); and 200,000 shares of Common Stock
which are issuable upon the exercise of options granted and to be granted
pursuant to the Communication Cable, Inc. 1995 Outside Directors Stock Option
Plan (the "1995 Plan"). The ISOP, the Directors Plan, and the 1995 Plan
hereinafter are referred to collectively as the "Plans."
The opinion hereinafter set forth is given to the Commission at the
request of the Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K. The only opinion rendered by this firm consists of the matter
set forth in numbered paragraph (1) below (our "Opinion"), and no opinion is
implied or to be inferred beyond such matter. Additionally, our opinion is
based upon and subject to the qualifications, limitations, and exceptions set
forth in this letter.
Our opinion is furnished for the benefit of the Commission solely
with regard to the Registration Statement, may be relied upon by the Commission
only in connection with the Registration Statement, and may not otherwise be
relied upon, used, quoted, or referred to by, or filed with, any other person
or entity without our prior written permission.
<PAGE> 3
Securities and Exchange Commission
March 22, l995
Page Two
In rendering our Opinion, we have examined such agreements,
documents, instruments, and records as we deemed necessary or appropriate under
the circumstances for us to express our Opinion, including without limitation
the Plans. In making all of our examinations, we assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies, and the due execution and delivery of all documents by any persons or
entities other than the Company where due execution and delivery by such
persons or entities is a prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we
have relied upon the factual statements set forth in a certificate of officers
of the Company and a certificate of a public official. We have not
independently verified or investigated, nor do we assume any responsibility
for, the factual accuracy or completeness of such factual statements.
The members of this firm are admitted to the Bar of the State of
North Carolina and are duly qualified to practice law in that state. We do not
herein express any opinion concerning any matter respecting or affected by any
laws other than the laws of the State of North Carolina that are now in effect
and that, in the exercise of reasonable professional judgment, are normally
considered in transactions such as those contemplated by the issuance of the
Shares pursuant to the Plans. The Opinion hereinafter set forth is based upon
pertinent laws and facts in existence as of the date hereof, and we expressly
disclaim any obligation to advise you of changes to such pertinent laws or
facts that hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(l) the Shares, when issued in accordance with the terms of the Plans
against payment in full of the purchase price therefor, will be
validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Sincerely yours,
McDANIEL & ANDERSON, L.L.P.
/s/ L. Bruce McDaniel
---------------------------
L. Bruce McDaniel
LBMcD/kw
<PAGE> 1
EXHIBIT 23(A)
Consent of KPMG Peat Marwick LLP
Independent Auditors' Consent
The Board of Directors
Communication Cable, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 pertaining to the Communication Cable, Inc. Incentive Stock Option Plan,
Directors Stock Option Plan, and 1995 Outside Directors Stock Option Plan of
our reports dated December 16, 1994 related to the balance sheets as of October
31, 1994 and 1993, and the related statements of earnings, stockholders'
equity, and cash flows for each of the years in the three-year period ended
October 31, 1994, and the related financial statement schedule, which reports
appear or are incorporated by reference in the October 31, 1994, annual report
on Form 10-K of Communication Cable, Inc. Our report on the Company's
financial statements refers to the Company's adoption of the provisions of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, as of November 1, 1993.
KPMG Peat Marwick LLP
Raleigh, North Carolina
March 20, 1995
<PAGE> 1
EXHIBIT 24
Powers of Attorney
<PAGE> 2
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James R. Fore and William B. Cooper, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 of Communcation
Cable, Inc. to be filed with the Securities and Exchange Commission, and any
and all amendments (including post-effective amendments) thereto, and to file
the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This 13th day of March 1995.
/s/ James R. Fore /s/ George J. Falconero
- ------------------------------ ------------------------------
James R. Fore George J. Falconero
/s/ John L. Bitter, Jr. /s/ Benjamin Greene
- ------------------------------ ------------------------------
John L. Bitter, Jr. Benjamin Greene
/s/ William B. Cooper /s/ Charles L. Wellard
- ------------------------------ ------------------------------
William B. Cooper Charles L. Wellard
