AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1997
REGISTRATION NO. 33-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHARED TECHNOLOGIES FAIRCHILD INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 87-0424558
- --------------------------------- -------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
100 GREAT MEADOW ROAD, WETHERSFIELD, CONNECTICUT 06109
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1994 DIRECTOR OPTION PLAN
-------------------------
(FULL TITLE OF PLAN)
ANTHONY D. AUTORINO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SHARED TECHNOLOGIES FAIRCHILD INC.
100 GREAT MEADOW ROAD
WETHERSFIELD, CONNECTICUT 06109
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(NAME AND ADDRESS, INCLUDING ZIP CODE, OF AGENT FOR SERVICE)
(860) 258-2400
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(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
COPIES TO:
MARIANNE GILLERAN, ESQ.
GADSBY & HANNAH LLP
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
(617) 345-7000
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share (*) price (*) registration fee
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $.004
par value per share 250,000 $6.22 $1,294,800 $392.36
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
</TABLE>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(h) promulgated under the Securities Act of 1933, as amended, based upon
(i) $6.22, the average of the high and low prices as reported by the National
Association of Securities Dealers Automated Quotation System National Market
System for June 20, 1997 as to 70,000 shares; (ii) $4.38 per share as to 95,000
shares; (iii) $5.75 per share as to 20,000 shares; (iv) $4.13 per share as to
5,000 shares, (v) $5.63 per share as to 30,000 shares, (vi) $4.75 per share as
to 15,000 shares and (vii) $4.50 per share as to 15,000 shares, as to which
options are outstanding.
The date of this Registration Statement is June 27, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Shared Technologies Fairchild Inc. (the
"Company") are incorporated in this registration statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in its Form
8-A dated December 8, 1988 filed with the Commission on December 28, 1988,
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 herein and to
be a part hereof from the date of the filing of such documents. Such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such materials can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of
Delaware empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, 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.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of such Section 145 or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. It also provides that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled, and it empowers a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under Section 145.
Article Seventh of the Certificate of Incorporation of the Company
provides that, to the fullest extent that the General Corporation Law of
Delaware permits, no director shall be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing, a director shall be
liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of Article Seventh of the
Certificate of Incorporation of the Company shall apply to or have any effect on
the liability or alleged liability
II-2
of any director of the Company for or with respect to any acts or omissions of
such director occurring prior to such amendment.
The Company has purchased directors' and officers' liability insurance
in the amount of $10,000,000 covering liabilities incurred by its officers and
directors in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 1994 Director Option Plan.
4.2 Restated Certificate of Incorporation of the Company. Incorporated
by reference to the Company's Form 8-K Current Report filed March
28, 1996 (File No. 0-17366).
4.3 Amended and Restated Bylaws of the Company. Incorporated by
reference to the Company's Form 8-K Current Report filed March 28,
1996 (File No. 0-17366).
5 Opinion of Gadsby & Hannah LLP as to legality of shares.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gadsby & Hannah LLP (included in Exhibit 5).
24 Powers of Attorney.
- --------
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes: (a) 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; and (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 sections (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
sections is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; (b) that, for purposes
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; and
(c) 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-3
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 this 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 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the Delaware General Laws, the Restated Certificate of Incorporation or the
Amended and Restated Bylaws of the Company, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 hereunder, the Company 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Wethersfield, State of Connecticut, on June 27, 1997.
SHARED TECHNOLOGIES FAIRCHILD INC.
By /s/ Anthony D. Autorino
-----------------------------------------
Anthony D. Autorino,
Chairman 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Anthony D. Autorino Chairman, Principal Executive June 27, 1997
- ------------------------------------ Officer and Director
Anthony D. Autorino
/s/ Thomas H. Decker Director June 27, 1997
- -------------------------------------
Thomas H. Decker
/s/ William A. DiBella Director June 27, 1997
- --------------------------------------
William A. DiBella
Director
- -------------------------------------
Natalia Hercot
Director
- -------------------------------------
Donald E. Miller
/s/ Mel D. Borer President, Chief Operating Officer
- ------------------------------------- and Director June 27, 1997
Mel D. Borer
/s/ Ajit G. Hutheesing Director June 27, 1997
- ---------------------------------------
Ajit G. Hutheesing
/s/ Vincent DiVincenzo Senior Vice President, Treasurer,
- --------------------------------------- Principal Financial and Accounting
Vincent DiVincenzo Officer, and Director June 27, 1997
/s/ Jo McKenzie Director June 27, 1997
- ------------------------------------------
Jo McKenzie
Vice Chairman and Director
- -------------------------------------------
Jeffrey J. Steiner
</TABLE>
EXHIBIT 4.1
EXHIBIT 4.1
-----------
SHARED TECHNOLOGIES FAIRCHILD, INC.
1994 DIRECTOR OPTION PLAN
1. PURPOSE
The purpose of this 1994 Director Option Plan (The "Plan") of Shared
Technologies Fairchild, Inc., a Delaware corporation (the "Company"), is to
encourage ownership in the Company by outside directors of the Company whose
continued services are considered essential to the Company's future progress and
to provide them with a further incentive to remain as directors of the Company.
2. ADMINISTRATION
The Board of Directors shall supervise and administer the Plan. Grants
of stock options under the Plan and the amount and nature of the awards to be
granted shall be automatic and nondiscretionary in accordance with Section 5.
However, all questions of interpretation of the Plan or of any options issued
under it shall be determined by the Board of Directors and such determination
shall be final and binding upon all persons having an in interest in the Plan.
3. DIRECTORS ELIGIBLE FOR PARTICIPATION
Each director of the Company who is not an employee of the Company or
any Subsidiary, or affiliate of the Company shall be eligible to participate in
the Plan.
4. STOCK SUBJECT TO THE PLAN
(a) The maximum number of shares which may be issued under the
Plan shall be 250,000 shares of the Company's Common Stock, $.004 par value per
share ("Common Stock")
(b) If any outstanding option under the Plan for any reason
expires or is terminated without having been exercised in full, the shares
allocable to the unexcercised portion of such option shall again become
available for grant pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory
options not entitled to special tax treatment under Section 422 of the Internal
Revenue Code of 1986, as amended to date and as may be amended from time to time
(the "Code").
5. TERMS, CONDITIONS AND FORM OF OPTIONS
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors
-2-
shall from time to time approve, which agreements shall comply with and be
subject to the following terms and conditions.
(a) Option Grant Dates. Each eligible director, including a
director serving in that capacity on the effective date of the Plan, will
automatically receive an option to purchase 15,000 thousand shares for each
three-year term to which he or she is elected, issuable as of the date of
election. Each eligible director who received a one-time option grant on
September 22, 1994 who is elected to a new term as a director in 1995 or 1996
shall receive upon such reelection a grant of an option for 5,000 or 10,000
options, respectively. In the event that an eligible director becomes a director
by filling a vacancy on the Board of Directors, then such director shall receive
an option grant in an amount pro rated for the remaining term of vacancy being
filled. All options granted shall vest at the rate of one-third per year for
grants of 15,000 options and, for any pro-rata grants, such pro-rata amounts of
less than 5,000 options shall vest upon the later of (i) six months after the
date of grant, or (ii) the next annual election of directors by the Company's
stockholders.
(b) Option Exercise Price. The option exercise price per share
for each option granted under the Plan shall be equal: (i) if the Common Stock
is then traded on the over-the-counter market the closing bid ask price for the
shares of Common Stock in such over-the-counter market for the last date
preceding the date of grant, or otherwise for the last date on which there was a
sale of such Common Stock in such market, (ii) if the Common Stock is then
listed on a national securities exchange, the closing bid price per share for
the last date preceding the date of grant, or otherwise for the last date on
which there was a sale of such Common Stock on such exchange, or (iii) if, on
the relevant date, the Common Stock is not publicly traded or reported as
described in (i) or (ii), the value determined in good faith by the Board of
Directors.
(c) Options Non-Transferable. Each option granted under the
Plan by its terms shall not be transferable by the optionee otherwise than by
will, or by the laws of descent and distribution, and shall be exercised during
the lifetime of the optionee only by him. No option or interest therein may be
transferred, assigned, pledged or hypothecated by the optionee during his
lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.
(d) Exercise Period. Each option may be exercised fully, once
vested, provided that, subject to the provisions of Section 5(e), no option may
be exercised more than ninety (90) days after the optionee ceases to serve as a
director of the Company. No option shall be exercisable after the expiration of
ten (10) years from the date of grant or prior
-3-
to approval of the Plan by the stockholders of the Company, whichever is
earlier.
(e) Exercise Period Upon Disability or Death. Notwithstanding
the provisions of Section 5(d), any option granted under the Plan:
(i) may be exercised in full by an optionee who
becomes disabled (within the meaning of Section 22(e)(3) of the Code or any
successor provision thereto) while serving as a director of the Company, or (ii)
may be exercised
(x) in full upon the death of an optionee while
serving as a director of the Company, or
(y) to the extent then exercisable upon the death of
an optionee within ninety (90) days of ceasing to serve as a director of the
Company, by the person to whom it is transferred by will, by the laws of descent
and distribution, or by written notice filed pursuant to Section 5(h); in such
case within six months (or such longer period as may be determined by the Board
of Directors in its sole discretion) after the date the optionee ceases to be
such a director, provided, that in no option shall be exercisable after the
expiration of ten (10) years from the date of grant.
(f) Exercise Procedure. Options may be exercised only by
written notice to the Company at its principal office accompanied by payment of
the full consideration for the shares as to which they are exercised.
(g) Payment of Purchase Price. Options granted under the Plan
may provide for the payment of the exercise price (i) by delivery of cash (or
cash equivalent) in an amount equal to the exercise price of such options or,
(ii) to the extent provided in the applicable option agreement, by delivery to
the Company of shares of Common Stock then owned by the optionee having a fair
market value equal in amount to the exercise price of the options being
exercised, or (iii) by any combination of such methods of payment. The fair
market value of any shares of Common Stock or other non-cash consideration which
may be delivered upon exercise of an option shall be determined by the Board of
Directors.
(h) Exercise by Representative Following Death of Director. A
director, by written notice to the Company, may designate one or more persons
(and for time to time change such designation) including his legal
representative, who, by reason of his death, shall acquire the right to exercise
all or a portion of the option. If the person or persons so
-4-
designated wish to exercise all or a portion of the option, they must do so
within the term of the option as provided herein. Any exercise by a
representative shall be subject to the provisions of the Plan.
6. ASSIGNMENTS
The rights and benefits under the Plan may not be assigned
except for the designation of a beneficiary as provided in Section 5.
7. LIMITATION OF RIGHTS
(a) No Right to Continue as a Director. Neither the Plan, nor
the granting of an option not any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time.
(b) No Stockholders' Right for Options. An optionee shall have
no rights as a stockholder with respect to the shares covered by his options
until the date of the issuance to him of a stock certificate therefor, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such certificate is issued.
8. CHANGES IN CAPITAL STOCK.
(a) If (x) the outstanding shares of Common Stock are
increased, decreased or exchanged for a different number or kind of shares or
other securities of the Company, or (y) additional shares of Common Stock or new
or different shares of Common Stock or other securities of the Company or other
non-cash assets are distributed with respect to such shares or other securities,
through or as a result of any merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction with respect to such shares or other
securities, an appropriate and proportionate adjustment shall be made in (i) the
maximum number and kind of shares reserved for issuance under the Plan, and (ii)
the number and kind of shares or other securities subject to any then
outstanding options under the Plan, and (iii) the price for each share subject
to any then outstanding options under the Plan without changing the aggregate
purchase price for each share subject to any then outstanding options under the
Plan, without changing the aggregate purchase price as to which such options
remain exercisable. No fractional shares will be issued under the Plan on
account of any such adjustments. Notwithstanding the foregoing, no adjustment
shall be made pursuant to this Section 8 if such adjustment would cause the Plan
to fail to comply with Rule 16b-3 or any
-5-
successor rule promulgated pursuant to Section 16 of the Securities Exchange Act
of 1934.
(b) In the event that the Company is merged or consolidated
into or with another corporation (in which consolidation or merger, the
stockholders of the Company receive distributions of cash or securities of
another issuer as a result thereof), or in the event that all or substantially
all of the assets of the Company are acquired by any other person or entity, or
in the event of a reorganization or liquidation of the Company, the Board of
Directors of the Company, or the Board of Directors of any corporation assuming
the obligations of the Company, shall, as to outstanding options, take one or
more of the following actions,(i) provide that such options shall be assumed, or
equivalent options shall be substituted , by the acquiring or succeeding
corporation (or an affiliate thereof), (ii) upon written notice to the
optionees, provide that all unexercised options will terminate immediately prior
to the consummation of each transaction unless exercised by the optionee within
a specified period following the date of such notice, or (iii) if, under the
terms of a merger transaction, holders of the Common Stock of the Company will
receive upon consummation thereof a cash payment for each share surrendered in
the merger (the "Merger Price"), make or provide for a cash payment to the
optionees equal to the difference between (A) the Merger Price times the number
of shares of Common Stock subject to such outstanding options (to the extent
then exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such outstanding options in exchange for the
termination of such options.
9. AMENDMENT OF THE PLAN
The Board of Directors may suspend or discontinue the Plan or review or
amend it in any respect whatsoever, provided, however that without approval of
the stockholders of the Company no revision or amendment shall change the number
of shares subject to the Plan or the number of shares issuable to any director
of the Company under the Plan (except as provided in Section 8), change the
designation of the class of any directors eligible to receive options, or
materially increase the benefits accruing to participants under the Plan. The
Plan may not be amended more than once in any six-month period.
10. WITHHOLDING
Prior to issuance of shares of Common Stock upon exercise of
an Option, the Optionee shall pay or make adequate provision for any federal or
local taxes or any kind required by law to be withheld by the Company with
respect to any shares issued upon exercise of options under the Plan.
-6-
11. EFFECTIVE DATE AND DURATION OF THE PLAN
(a) Effective Date. The Plan shall become effective when
adopted by the Board of Directors and approved by the Company's stockholders.
Amendments to the Plan not requiring stockholder approval shall become effective
when adopted by the Board of Directors; amendments requiring stockholder
approval shall become effective when adopted by the Board of Directors,
amendments requiring stockholder approval shall become effective when adopted by
the Board of Directors, but no option granted after the date of such amendment
shall become exercisable (to the extent that such amendment to the Plan was
required to enable the Company to grant such option to a particular optionee)
unless and until such amendment shall have been approved by the Company's
stockholders. If such stockholder approval is not obtained within twelve months
of the Board's adoption of such amendment, any options granted on or after the
date of such amendment shall terminate to the extent that such amendment to the
Plan was required to enable the Company to grant such option to a particular
optionee.
(b) Termination. Unless sooner terminated in accordance with
Section 9, the Plan shall terminate upon the close of business on the day next
preceding the tenth anniversary of the date of its adoption by the Board of
Directors.
12. COMPLIANCE WITH RULE 16b-3
Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successor promulgated pursuant to
Section 16 of the Securities Exchange Act of 1934. To the extent any provision
of the Plan or action by the Board of Directors in administering the Plan fails
to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Board of Directors.
13. GOVERNING LAW
The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware.
14. SUCCESSORS AND ASSIGNS
This Plan shall inure to the benefit of and be binding upon
each successor and assign of the Company. All obligations imposed upon an
optionee, and all rights granted to the Company hereunder, shall be binding upon
the optionee's heirs, legal representatives and successors.
-7-
15. ENTIRE AGREEMENT
This Plan and the written agreement with respect to each
option granted under this Plan constitute the entire agreement with respect to
the subject matter hereof and thereof, provided that in the event of any
inconsistency between the Plan and such written agreement, the terms and
conditions of this Plan shall control.
EXHIBIT 5
EXHIBIT 5
---------
Gadsby & Hannah LLP
225 Franklin Street
Boston MA 02110
June 27, 1997
Board of Directors
Shared Technologies Fairchild Inc.
100 Great Meadow Road
Wethersfield, Connecticut 06109
Gentlemen and Ms. Hercot:
You have requested our opinion, as counsel to Shared Technologies
Fairchild Inc. (the "Company"), with respect to certain matters in connection
with a proposed offering of 250,000 shares of the Company's Common Stock, $.004
par value (the "Shares"), by the Company, pursuant to options granted and to be
granted under the Company's 1994 Director Option Plan (the "Plan"). The offering
is to be made pursuant to a Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission on or about June 27, 1997 (the
"Registration Statement").
In rendering this opinion we have reviewed, among other documents, the
Plan documents, the Company's Restated Certificate of Incorporation and Amended
and Restated Bylaws, as amended to date, and certifications as to the
proceedings of the Company's stockholders and Board of Directors relating to the
authorization and issuance of the Shares. We have also considered such statutes,
rules and regulations as we have deemed relevant for the purposes hereof.
Based on the foregoing, it is our opinion that:
1. The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.
2. The Shares to be sold by the Company, when issued and sold pursuant to
the Plan and options granted thereunder, will be legally authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Gadsby & Hannah LLP
EXHIBIT 23.1
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 7, 1997
included (or incorporated by reference) in the Shared Technologies Fairchild
Inc. Annual Report on Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Washington, D.C.
June 25, 1997
EXHIBIT 24
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anthony D. Autorino and Vincent
DiVincenzo, individually, his attorneys-in-fact, with the power of substitution,
for him in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their respective substitutes, may do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Anthony D. Autorino Chairman, Principal Executive June 27, 1997
- ------------------------------------
Anthony D. Autorino Officer and Director
/s/ Thomas H. Decker Director June 27, 1997
- -------------------------------------
Thomas H. Decker
/s/ William A. DiBella Director June 27, 1997
- --------------------------------------
William A. DiBella
Director
- --------------------------------------
Natalia Hercot
Director
- --------------------------------------
Donald E. Miller
/s/ Mel D. Borer President, Chief Operating Officer
- -------------------------------------- and Director June 27, 1997
Mel D. Borer
/s/ Ajit G. Hutheesing Director June 27, 1997
- ---------------------------------------
Ajit G. Hutheesing
/s/ Vincent DiVincenzo Senior Vice President, Treasurer,
- -------------------------------------- Principal Financial and Accounting
Vincent DiVincenzo Officer, and Director June 27, 1997
/s/ Jo McKenzie Director June 27, 1997
- ------------------------------------------
Jo McKenzie
Vice Chairman and Director
- -------------------------------------------
Jeffrey J. Steiner
</TABLE>
