AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
SHARED TECHNOLOGIES FAIRCHILD INC.
----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 87-0424558
------------------------------ -----------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 GREAT MEADOW ROAD, WETHERSFIELD, CONNECTICUT 06109
------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1996 EQUITY INCENTIVE PLAN
--------------------------
(FULL TITLE OF PLAN)
ANTHONY D. AUTORINO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SHARED TECHNOLOGIES FAIRCHILD INC.
100 GREAT MEADOW ROAD
WETHERSFIELD, CONNECTICUT 06109
----------------------------------------------------------
(Name and address, including zip code, of agent for service)
(860) 258-2400
----------------------------------------------------------
(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 of Proposed maximum Proposed maximum
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, no par
value per share 2,250,000 $6.31 $11,368,530 $3,445.01
- ------------------------ --------------------- ---------------------- ---------------------- ---------------------
</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) $6.31, 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 24, 1997 as to 788,000 shares; and (ii) $4.375 per share as to
1,462,000 shares.
The date of this Registration Statement is June 30, 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.
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
II-1
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 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.
II-2
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 1996 Equity Incentive Plan (incorporated by reference to the
Company's Definitive Proxy Statement filed April 29, 1996).
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.
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
II-3
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 30, 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 30, 1997
- ------------------------ Officer and Director
Anthony D. Autorino
/s/ Thomas H. Decker Director June 30, 1997
- ------------------------
Thomas H. Decker
/s/ William A. DiBella Director June 30, 1997
- ------------------------
William A. DiBella
Director
- ------------------------
Natalia Hercot
Director
- ------------------------
Donald E. Miller
/s/ Mel D. Borer President, Chief Operating Officer June 30, 1997
- ------------------------ and Director
Mel D. Borer
/s/ Ajit G. Hutheesing Director June 30, 1997
- ------------------------
Ajit G. Hutheesing
/s/ Vincent DiVincenzo Senior Vice President, Treasurer, June 30, 1997
- ------------------------ Principal Financial and Accounting
Vincent DiVincenzo Officer, and Director
/s/ Jo McKenzie Director June 30, 1997
- ------------------------
Jo McKenzie
Vice Chairman and Director
- ------------------------
Jeffrey J. Steiner
</TABLE>
EXHIBIT 5
---------
Gadsby & Hannah LLP
225 Franklin Street
Boston MA 02110
June 30, 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 1,500,000 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 1996 Equity Incentive 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 30, 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 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
------------
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 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
June 26, 1997
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
DiVincezo, 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 30, 1997
- ------------------------ Officer and Director
Anthony D. Autorino
/s/ Thomas H. Decker Director June 30, 1997
- ------------------------
Thomas H. Decker
/s/ William A. DiBella Director June 30, 1997
- ------------------------
William A. DiBella
Director
- ------------------------
Natalia Hercot
Director
- ------------------------
Donald E. Miller
/s/ Mel D. Borer President, Chief Operating Officer June 30, 1997
- ------------------------ and Director
Mel D. Borer
/s/ Ajit G. Hutheesing Director June 30, 1997
- ------------------------
Ajit G. Hutheesing
/s/ Vincent DiVincenzo Senior Vice President, Treasurer, June 30, 1997
- ------------------------ Principal Financial and Accounting
Vincent DiVincenzo Officer, and Director
/s/ Jo McKenzie Director June 30, 1997
- ------------------------
Jo McKenzie
Vice Chairman and Director
- ------------------------
Jeffrey J. Steiner
</TABLE>
