As filed with the Securities and Exchange
Commission on July 25, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
COLONIAL DATA TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2763229
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
_____________________
80 Pickett District Road
New Milford, Connecticut 06776
(Address of Principal Executive Offices) (Zip Code)
Colonial Data Technologies Corp. 1994 Long-Term Incentive Plan
(Full title of the plan)
_____________________
Walter M. Fiederowicz
Colonial Data Technologies Corp.
80 Pickett District Road
New Milford, CT 06776
(203) 355-3178
(Name and address of agent for service)
(203) 355-3178
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be to be price per offering registration
registered registered unit<F1> price<F1> fee
Common Stock, par 500,000 $24.3125 $12,156,250 $ 4,191.81
value $.01 shares
____________________
<F1> Determined on the basis of the average of the reported high and low
sale prices on July 19, 1995 in accordance with Rule 457(c) under the
Securities Act of 1933 solely for the purpose of calculating the
registration fee pursuant to Rule 457(h).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed
by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
3. The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-B,
Registration No. 1-11057, filed with the Securities and Exchange
Commission, pursuant to the Exchange Act of 1934.
All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement 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 for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The Company hereby undertakes to provide without charge to
each participant in the Colonial Data Technologies Corp. 1994 Long-
Term Incentive Plan (the "Plan"), on the written or oral request of
any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Registration
Statement by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference in
such documents) and other documents required to be delivered to
employee pursuant to Rule 428(b) promulgated under the Securities
Act of 1933, as amended. The above documents that have been or may
be incorporated by reference in the Registration Statement are
incorporated by reference into the Section 10(a) of the Securities
Act of 1933, as amended, prospectus. Requests for such copies
should be directed to Secretary, Colonial Data Technologies Corp.,
80 Pickett District Road, New Milford, CT 06776, telephone number:
(203) 355-3178.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
("DGCL") authorizes, inter alia, a corporation generally to
indemnify any person ("indemnitee") who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in
the right of the corporation) by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation,
or is or was service at the request of the corporation, in a similar
position with another corporation or entity, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful. With respect to actions or suits by or in the right
of the corporation; however, an indemnitee who acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation is generally limited to
attorney's fees and other expenses, and no indemnification shall be
made if such person is adjudged liable to the corporation unless and
only to the extent that a court of competent jurisdiction determines
that indemnification is appropriate. Section 145 further proves
that any indemnification shall be made by the corporation only as
authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority voted of a
quorum consisting of director who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of
disinterested directors so directs, that indemnification of the
indemnitee is proper because he has met the applicable standard of
conduct. Section 145 provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to
which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Article XI of the Company's By-Laws provides, in
substance, that directors officers, employees and agents shall be
indemnified to the fullest extent permitted by Section 145 of the
DGCL.
Article Tenth of the Company's Certificate of
Incorporation provides that the Company shall indemnify any and all
persons permitted to be indemnified by Section 145 of DGCL to the
fullest extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* Designates Exhibits filed herewith.
4.1 Specimen Certificate for shares of Common Stock of the
Registrant (Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement as Form S-2, File No. 33-
60033).
4.2 Form of Representative's Warrants, as amended (Incorporated
by reference to Exhibit 4.3 to Registrant's Registration
Statement on Form S-4, File No. 33-30242).
4.3 Form of Agreement Amending Representative's Warrants dated as
of May 30, 1989 entered into between Registrant and the
warrant holders (Incorporated by reference to Exhibit 2.10 to
the Registrant's Registration Statement on Form S-4, File No.
33-30242).
4.4 Registrant's 1994 Long Term Incentive Plan (Incorporated by
reference to Exhibit 5 to Registrant's Report on Form 10-Q
for the quarter ended June 30, 1994, File No. 0-15562).
4.5 Form of Incentive Stock Option Agreement (Incorporated by
reference to Exhibit 6 to Registrant's Report on Form 10-Q
for the quarter ended June 30, 1994, File No. 0-15562).
*5. Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included
in Exhibit 5 filed herewith).
*24. Power of Attorney (included on signature page of this
Registration Statement).
Item 9. Undertakings.
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, represent a fundamental change in the
information set forth in the registration statement;
(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 (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or 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 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) 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.
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 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
Act and will be governed by the final adjudication of such issue.
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 Town of
New Milford, State of Connecticut on July 25, 1995.
COLONIAL DATA TECHNOLOGIES CORP.
By: /s/ Robert J. Schock
Robert J. Schock
President and Chief Executive
Officer
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose
signature appears above or below hereby appoints John N. Giamalis,
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him in his name, place and
stead, in any and all capacities to sign and file any and all
amendments to this registration statement under the Securities Act
of 1933, and all exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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.
Signature Capacity in which signed Date
/s/ Robert J. Schock President and Chief July 25, 1995
Executive Officer
Robert J. Schock (Principal Executive
Officer), Director
/s/ John N. Giamalis Vice President and Chief July 25, 1995
Financial Officer
John N. Giamalis (Principal Accounting and
Financial Officer)
/s/ Walter M. Fiederowicz Chairman of the Board of July 25, 1995
Directors, Director
Walter M. Fiederowicz
Director
Constantine Macricostas
/s/ Frederick P. Masotta, Jr. Director July 25, 1995
Frederick P. Masotta, Jr.
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
5. Opinion of LeBoeuf, Lamb, Greene &
MacRae, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of LeBoeuf, Lamb, Greene &
MacRae, L.L.P. (included in Exhibit 5
filed herewith)
24. Power of Attorney (included on
signature page of this Registration
Statement)
LeBoeuf, Lamb, Greene & MacRae
L.L.P.
Goodwin Square
225 Asylum Street
Hartford, CT 06103
July 25, 1995
Board of Directors
Colonial Data Technologies Corp.
80 Pickett District Road
New Milford, CT 06776
Gentlemen:
We have acted as special counsel to Colonial Data
Technologies Corp., a Delaware corporation (the "Company"), in
connection with the filing of a Registration Statement on Form S-
8 (the "Registration Statement") with the Securities and Exchange
Commission on July 25, 1995. The Registration Statement covers
500,000 shares of common stock, par value $.01 per share, of the
Company (the "Shares") which are issuable upon exercise of stock
options granted or which may hereafter be granted under the
Company's 1994 Long-Term Incentive Plan, as amended (the "Plan").
We have examined the originals, or photostatic or
certified copies, of such records of the Company, certificates of
officers of the Company and of public officials, and such other
documents as we have deemed relevant and necessary as the basis
of the opinion set forth below. In such examination we have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as
photostatic or certified copies and the authenticity of the
originals of such copies.
Based upon and subject to the foregoing and subject to
the assumptions set forth below, we are of the opinion that the
Shares will, when issued to the optionees pursuant to the Plan
and the stock option agreements relating thereto, constitute
validly issued common stock authorized under the Company's
Certificate of Incorporation and will be fully paid and
nonassessable.
In rendering the opinions set forth in the foregoing
paragraph hereof, we have assumed with your permission that (i)
at the time of issuance, such Shares will be authorized under the
Certificate of Incorporation of the Company, (ii) the issuance of
such Shares was or, in the case of stock options to be granted
after the date hereof, will be approved by the vote of the
shareholders of the Company or by the board of directors of the
Company under authority of the by-laws or of a vote of the
shareholders, (iii) the exercise price of all stock options
granted or to be granted under the Plan is or will be equal to or
greater than the par value of the common stock covered thereby,
and (iv) the cash, property, services, or expenses for which such
Shares were authorized to be issued will have been on or before
such issuance actually received, incurred, conveyed or rendered.
We express no opinion as to the laws of any
jurisdiction other than the Laws of the United States of America
and the Delaware General Corporation Law.
We consent to the filing of this opinion with and as a
part of the Registration Statement. In giving this consent, we
do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the Rules and Regulations of the
Commission.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae,
L.L.P.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Colonial Data Technologies Corp. and its subsidiary
on Form S-8 of our report dated January 19, 1995 appearing and
incorporated by reference in the Annual Report on Form 10-K of
Colonial Data Technologies Corp. and its subsidiary for the year
ended December 31, 1994.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
July 25, 1995
