<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 1998
COMMISSION FILE NO._______________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SHARED TECHNOLOGIES CELLULAR, INC.
----------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1386411
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
100 GREAT MEADOW ROAD, WETHERSFIELD, CT 06109
---------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SHARED TECHNOLOGIES CELLULAR, INC.
1994 STOCK OPTION PLAN, AS AMENDED
1994 DIRECTOR OPTION PLAN, AS AMENDED
-------------------------------------
(FULL TITLE OF THE PLANS)
ANTHONY D. AUTORINO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SHARED TECHNOLOGIES CELLULAR, INC.
100 GREAT MEADOW ROAD
WETHERSFIELD, CT 06109
----------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(860) 258-2500
--------------
(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
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
1994 STOCK OPTION PLAN, AS AMENDED (THE "1994 STOCK PLAN")
----------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered (1) Share (2)(3) Price (2)(3) Registration Fee
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 77,500 $2.13 $165,075 $48.70
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 10,000 $2.38 $23,800 $7.02
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 3,500 $2.50 $8,750 $2.58
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 45,000 $2.75 $123,750 $36.51
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 77,500 $3.13 $242,575 $71.56
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 127,665 $3.68 $469,807.20 $138.59
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 183,835 $5.06 $930,205.10 $274.41
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
1994 DIRECTOR OPTION PLAN, AS AMENDED (THE "1994 DIRECTOR PLAN")
----------------------------------------------------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered (1) Share (2)(3) Price (2)(3) Registration Fee
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 6,000 $1.63 $9,780 $2.89
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 10,000 $2.13 $21,300 $6.28
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 2,000 $2.25 $4,500 $1.33
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 8,000 $4.75 $38,000 $11.21
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 7,333 $5.06 $37,104.98 $10.95
par value per share
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
TOTAL REGISTRATION FEE FOR THE 1994 STOCK PLAN AND 1994 DIRECTOR PLAN (THE "PLANS")
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered (1) Share (2)(3) Price (2)(3) Registration Fee(4)
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
Common Stock, $0.01 558,333 See above $2,074,647.28 $612.03
par value per share tables
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
</TABLE>
(1) Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable pursuant to stock splits
or similar transactions.
(2) The offering price for shares subject to options outstanding on the date
hereof is the actual exercise price of such options.
(3) The offering price of $5.06 is for shares that have not yet been made
subject to options on the date hereof under the Plans, and has been
estimated solely for the purpose of computing the registration fee,
pursuant to Regulation C, Rule 457(h), on the basis of the average of
the high and low prices of the registrant's Common Stock, as reported in
the consolidated reporting system of NASDAQ April 3, 1998.
(4) The Registration Fee consists of $48.70 payable in respect of 77,500
shares subject to options under the 1994 Stock Plan at $2.13 per share,
plus $7.02 payable in respect of 10,000 shares subject to options under
the 1994 Stock Plan at $2.38 per share, plus $2.58 payable in respect of
3,500 shares subject to options under the 1994 Stock Plan at $2.50 per
share, plus $36.51 payable in respect of 45,000 shares subject to
options under the 1994 Stock Plan at $2.75 per share, plus $71.56
payable in respect of 77,500 shares subject to options under the 1994
Stock Plan at $3.13 per share, plus $138.59 payable in respect of
127,665 shares subject to options under the 1994 Stock Plan at $3.68 per
share, plus $2.89 payable in respect of 6,000 shares subject to options
under the 1994 Director Plan at $1.63 per share, plus $6.28 payable in
respect of 10,000 shares subject to options under the 1994 Director Plan
at $2.13 per share, plus $1.33 payable in respect of 2,000 shares
subject to options under the 1994 Director Plan at $2.25 per share, plus
$11.21 payable in respect of 8,000 shares subject to options under the
1994 Director Plan at $4.75 per share, plus $274.41 payable in respect
of 183,835 shares under the 1994 Stock Plan that have not yet been made
subject to options, based on an offering price of $5.06, plus $10.95
payable in respect of 7,333 shares under the 1994 Director Plan that
have not yet been made subject to options, based on an offering price of
$5.06. The offering price of $5.06 for shares that have not yet been
made subject to options on the date hereof under the Plans has been
estimated solely for the purpose of computing the registration fee,
pursuant to Regulation C, Rule 457(h), on the basis of the average of
the high and low prices of the registrant's Common Stock, as reported in
the consolidated reporting system of NASDAQ, on April 3, 1998.
<PAGE> 4
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 are not required to be filed with the Securities and Exchange Commission
(the "Commission") as part of this registration statement on Form S-8. Such
documents and the documents incorporated by reference in this registration
statement on Form S-8 pursuant to Item 3 of Part II hereof, as described below,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").
<PAGE> 5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement:
(a) The Annual Report on Form 10-K for the fiscal year ended December
31, 1997 ("Fiscal 1997") filed by Shared Technologies Cellular, Inc. (the
"Company") pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of Fiscal 1997; and
(c) The description of the Company's securities in the Company's
registration statements filed under the Exchange Act, including all amendments
and reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered in this
registration statement have been sold, or which 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 the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the following provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Delaware General Corporation Law, Section 102(b)(7), enables a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders to eliminate or limit personal liability of
members of its Board of Directors for violations of a director's fiduciary duty
of care. However, the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which is deemed illegal or obtaining an improper
personal benefit. Article EIGHTH of the Company's Restated Certificate of
Incorporation includes the following language:
A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty
<PAGE> 6
as a director for any act or omission; PROVIDED, HOWEVER, that the
foregoing shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct for a knowing violation of law, (iii)
under Section 174 of the [Delaware General Corporation Law ("GCL")], or
(iv) for any transaction from which the Director derived an improper
personal benefit. If the GCL is hereafter amended to permit further
elimination or limitation of the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the GCL as so amended. Any
repeal or modification of this Article EIGHT by the stockholders of the
Corporation or otherwise shall not apply to or have any effect on the
liability or alleged liability of any director of the Corporation for
or with respect to any acts or omission of such director occurring
prior to such amendment or repeal.
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer acted in good faith and in a manner
he reasonably believed to be not opposed to the best interests of the Company,
and, with respect to any criminal action, had reasonable cause to believe his
conduct was lawful. Article NINTH of the Company's Restated Certificate of
Incorporation includes the following language:
(a) The Corporation shall, to the fullest extent
permitted by Section 145 of the GCL, 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 if the Corporation)
against any and all of the expenses (including attorney's fees), judgment, fines
and amounts paid in settlement actually or reasonably incurred by such person by
reason of having been an officer, director, employee or agent at the request of
the Corporation, any subsidiary of the Corporation or of any other corporation,
partnership, joint venture, trust or other enterprise for which any and all
persons who acted as officer, director, employee or agent at the request of the
Corporation, if such person 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 was unlawful. The termination of any action,
suit or proceeding by judgment, order settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceedings, had reasonably cause to
believe that his conduct was unlawful.
(b) The Corporation may indemnify any person who was
or is a party of 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 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 or another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect to 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 Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is
<PAGE> 7
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsection (a) and (b)
of this section, or in 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.
(d) Any indemnification under subsection (a) and (b)
of this section (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsection (a) and (b) of this section. Such determination shall be made (1) by
the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil,
criminal administrative or investigative action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director, or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in the
section. Such expenses (including attorneys' fees) incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the Board
deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office.
(g) The Corporation shall have the power 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 and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify a person against such liability under this
section.
(h) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executor and administrator of such a person.
(i) If a claim for indemnification pursuant to this
section is not paid in full by the Corporation within thirty (30) days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expenses of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim
<PAGE> 8
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the applicable
standard of conduct set forth in the GCL for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the corporation (including its Board,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of such action that indemnification of the claimant is proper
in the circumstances because he or she has met the applicable standard of
conduct set forth in the GCL, nor an actual determination by the Corporation
(including its Board, independent legal counsel or stockholders) that the
claimant has not met such applicable standard of conduct.
The Company maintains a directors, officers and corporate liability
insurance policy in the amount of Ten Million Dollars ($10,000,000).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration
statement:
Exhibit
NUMBER DESCRIPTION
- ------ -----------
4a Shared Technologies Cellular, Inc. 1994 Stock Option Plan, as
amended.
4b Shared Technologies Cellular, Inc. 1994 Director Option Plan, as
amended (filed as Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 and hereby
incorporated by reference).
4c Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Registration Statement on Form SB-2
dated December 8, 1994 and hereby incorporated by reference).
4d Certificates of Amendment of Restated Certificate of Incorporation
of the Company (filed as Exhibit 4.2 to the Company's Registration
Statement on Form S-3 filed with the Commission on October 28,
1997 and hereby incorporated by reference).
4e Bylaws of the Company (filed as Exhibit 3.1 to the Company's
Registration Statement on Form SB-2 dated December 8, 1994 and
hereby incorporated by reference).
5 Opinion of Gadsby & Hannah LLP
23a Consent of Gadsby & Hannah LLP (contained in Opinion filed as
Exhibit 5)
23b Consent of Rothstein, Kass & Company., P.C.
24 Power of Attorney
<PAGE> 9
ITEM 9. UNDERTAKINGS.
(a) 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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission 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; and
(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.
(b) The undersigned registrant hereby undertakes 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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE> 10
(c) 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 11
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 Wethersfield, State of Connecticut, on April 7, 1998.
SHARED TECHNOLOGIES CELLULAR, 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, Chief Executive April 7, 1998
- ------------------------------------ Officer and Director
Anthony D. Autorino (Principal Executive Officer)
/S/ THOMAS H. DECKER Director April 7, 1998
- ------------------------------------
Thomas H. Decker
/S/ WILLIAM A. DIBELLA Director April 7, 1998
- ------------------------------------
William A. DiBella
/S/ VINCENT DIVINCENZO Chief Financial Officer, April 7, 1998
- ------------------------------------ Treasurer and Director
Vincent DiVincenzo (Principal Financial and
Accounting Officer)
Director
- ------------------------------------
Craig A. Marlar
/S/ AJIT G. HUTHEESING Director April 7, 1998
- ------------------------------------
Ajit G. Hutheesing
/S/ NICHOLAS E. SINACORI Director April 7, 1998
- ------------------------------------
Nicholas E. Sinacori
</TABLE>
<PAGE> 1
EXHIBIT 4a
SHARED TECHNOLOGIES CELLULAR, INC.
1994
STOCK OPTION PLAN
-----------------
1. PURPOSE. The Shared Technologies Cellular, Inc. 1994 Stock Option
Plan (the "Plan") is intended to encourage the ownership of stock of Shared
Technologies Cellular, Inc., a Delaware corporation (the "Company"), by
qualified and competent persons who are key to the success of the Company and
its direct and indirect subsidiaries (the "Subsidiaries") and to provide
additional incentive for them to promote the growth, development and financial
success of the Company and its Subsidiaries business as determined by a
committee consisting of two or more members of the Board of Directors of the
Company (the "Board"), as appointed pursuant to Section 2 hereof, by offering
them an opportunity to increase their proprietary interest in the Company
through the grant of nonqualified stock options (the "Options") to purchase
shares of Common Stock of the Company, par value $0.01 per share (the "Common
Stock"). Consistent with these objectives, the Plan authorizes the granting of
Options to acquire shares of Common Stock pursuant to the terms and conditions
hereinafter set forth. The Options are not intended to qualify as "Incentive
Stock Options" within the meaning of Section 422(b) of the Internal Revenue Code
of 1986, as amended (the "Code").
2. ADMINISTRATION OF THE PLAN.
---------------------------
a. MEMBERS OF THE COMMITTEE. The Plan shall be administered by
a committee (the "Committee") duly appointed by the Board which shall consist of
at least two members of the Board, each of whom shall be a "Non-Employee
Director" as defined in subsection (b)(3)(i) of Rule 16b-3 ("Rule 16b-3") under
the Securities Exchange Act of
<PAGE> 2
1934, as amended (the "Exchange Act"). Members of the Committee shall serve at
the pleasure of the Board of Directors of the Company.
b. AUTHORITY OF THE COMMITTEE. The Committee shall adopt such
rules as it may deem appropriate in order to carry out the purposes of the Plan.
Subject to the provisions of this Plan, the Committee shall have the complete
authority, in its discretion, to make the following determinations with respect
to each Option to be granted by the Company: (A) the person to receive the
Option; (B) the time of granting the Option; (C) the number of shares subject
thereto; (D) the Option Price (as defined in Section 5(b) hereof); and (E) the
Option Period (as defined in Section 5(d) hereof). In making such determinations
the Committee may take into account the nature of the services rendered by the
person, their present and potential contributions to the success of the Company
and its Subsidiaries, and such other factors as the Committee in its discretion
shall deem relevant. Subject to the provisions of this Plan, all questions of
interpretation, administration, and application of the Plan shall be determined
by a majority of the members of the Committee then in office, except that the
Committee may authorize any one or more of its members, or any officer of the
Company, to execute and deliver documents on behalf of the Committee. The
determination of such majority shall be final and binding in all matters
relating to the Plan or all persons concerned. No member of the Committee shall
be liable for any act done or omitted to be done by such member or by any other
member of the Committee in connection with the Plan, except for such member's
own willful misconduct or as expressly provided by statute.
3. PERSONS TO WHOM OPTIONS MAY BE GRANTED. Options may be granted, at
the discretion of the Committee:
2
<PAGE> 3
a. To one or more persons who are employees or employees and
directors of the Company or of any of its present or future Subsidiaries, or any
employee of a Parent Corporation (within the meaning of Code Section 424(e))
(collectively, an "Employee");
b. To one or more persons who provides services to the Company
or of any of its present or future Subsidiaries as a consultant or otherwise in
the capacity of an independent contractor and who is not otherwise an Employee.
4. STOCK SUBJECT TO THE PLAN. The shares subject to the Plan shall
consist of 525,000 shares of Common Stock, subject to adjustment pursuant to
Section 5(h) hereof, which shares may be either authorized but unissued shares
or previously issued shares of Common Stock reacquired and held by the Company
as treasury shares, not reserved for any other purpose. The Company shall at all
times during the term of this Plan and of the Options granted hereunder reserve
and keep available such number of shares of the Company's stock as will be
sufficient to satisfy the requirements of this Plan and shall pay all fees and
expenses necessarily incurred by the Company in connection therewith. If any
outstanding Option under the Plan for any reason expires or is canceled or
otherwise terminated without having been exercised in full, the shares of Common
Stock allocable to the unexercised portion of such Option shall (unless the Plan
shall have been terminated) become available for subsequent grants of Options
under the Plan.
5. TERMS AND CONDITIONS OF OPTIONS. Each Option granted pursuant to the
Plan shall be evidenced by a written agreement (the "Option Agreement") between
the Company and the person to whom such Option is awarded (the "Optionee"),
which
3
<PAGE> 4
Option Agreement shall comply with and be subject to the following terms and
conditions:
a. NUMBER OF SHARES. Each Option Agreement shall state the number
of shares of Common Stock to which the Option relates.
b. OPTION PRICE. Each Option Agreement shall state the option
price, which shall not be less than seventy percent (70%) of the Fair Market
Value (as defined below) of the shares of Common Stock on the date of grant of
the Option (the "Option Price"). The term "Fair Market Value" of a share of
Common Stock shall mean (i) if the shares of Common Stock are then traded on an
over-the-counter market, the average of the closing bid and asked prices for the
shares of Common Stock in such over-the-counter market for the last preceding
date on which there was a sale of such Common Stock in such market, (ii) if the
shares of Common Stock are then listed on a national securities exchange, the
closing sales price per share for the last preceding date on which there was a
sale of such Common Stock on such exchange, or (iii) if the shares of Common
Stock are not then traded in an over-the-counter market or listed on a national
securities exchange, such value as the Committee in its discretion may
determine. The Option Price shall be subject to adjustment as provided in
Section 5(h) hereof.
c. PAYMENT OF OPTION PRICE. i) Shares of Common Stock shall be
issued to the Optionee upon payment in full either in cash (or cash equivalent)
or by an exchange of shares of Common Stock of the Company previously owned by
the Optionee, or a combination of both, in an amount or having a combined value
equal to the aggregate purchase price for the shares subject to the Option or
portion thereof being exercised. The value of the previously owned shares of
Common Stock exchanged in full or partial payment for the shares purchased upon
the exercise of an Option shall be equal
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<PAGE> 5
to the aggregate Fair Market Value of such shares on the date of the exercise of
such Option. ii) Whenever shares of Common Stock are to be issued under the
Plan, the Company shall have the power to require the recipient of the Common
Stock to remit to the Company an amount sufficient to satisfy federal, state and
local withholding tax requirements prior to issuance of the certificate for
shares of Common Stock. The Option Agreement may provide that an Optionee shall
be entitled to elect to pay all or a portion of all federal, state or local
withholding taxes arising in connection with the exercise of an Option by
electing to (1) have the Company withhold shares of Common Stock, or (2) deliver
other shares of Common Stock previously owned by the Optionee having a Fair
Market Value equal to the amount to be withheld; provided, however, that the
amount to be withheld shall not exceed the Optionee's estimated total federal,
state and local tax obligations associated with the transaction. The election
shall be made in writing and shall be made according to such rules and in such
form as the committee shall from time to time determine. The Fair Market Value
of fractional shares remaining after payment of the withholding taxes shall be
paid to the Optionee in cash.
d. TERMS AND EXERCISE OF OPTIONS. Options shall be exercisable
over the exercise period as and at the times and upon such conditions as the
committee may determine, as reflected in the Option Agreement, including the
authority to accelerate the exercisability of any outstanding Option at such
time and under such circumstances as it, in its sole discretion, deems
appropriate (the "Option Period"), provided however, that the Option period
shall not exceed ten (10) years from the date of grant of such Option. The
Option Period shall be subject to earlier termination as provided in Sections
5(e) and 5(f) hereof. An Option may be exercised, as to any or all full shares
of Common Stock as to
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<PAGE> 6
which the Option has become exercisable, by giving written notice of such
exercise to the Committee or to such individual(s) as the Committee may from
time to time designate.
e. TERMINATION OF EMPLOYMENT OTHER THAN FOR DEATH, DISABILITY
OR RETIREMENT In the event that the employment of an Optionee shall terminate
(other than by reason of death, disability or retirement), all Options of such
Optionee that are exercisable at the time of such termination may, unless
earlier terminated in accordance with their terms, be exercised within three (3)
months after such termination; provided, however, that if the employment of an
Optionee shall terminate for Cause (as defined herein), all options theretofore
granted to such Optionee shall, to the extent not theretofore exercised,
terminate immediately. The term "Cause" means for purposes of whether and when
an Optionee has incurred a termination of employment for Cause any act or
omission which permits the Company or the Parent Corporation to terminate the
written agreement or arrangement between such Optionee and the Company or the
Parent Corporation, as the case may be; Cause as defined in such agreement or
arrangement, or in the event there is no such agreement or arrangement or the
agreement or arrangement does not define the term "Cause", than Cause shall mean
(a) the conviction of the Optionee for committing a felony under Federal law or
the law of the state in which such action occurred or (b) the willful or
negligent failure on the part of such Optionee to perform his duties to the
Company or the Parent Corporation, as the case may be.
f. TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR
RETIREMENT OF OPTIONEE. If an Optionee shall die while employed by the Company,
its Subsidiaries or the Parent Corporation, or within three (3) months after the
termination of such Optionee's employment other than for Cause, or if the
Optionee's employment shall terminate by reason of Disability (within the
meaning of Section 22(e)(3) of the Code) or
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<PAGE> 7
retirement, all Options theretofore granted to such Optionee (to the extent
otherwise exercisable at the time of death or termination of employment) may,
unless earlier terminated in accordance with their terms, be exercised by the
Optionee or by the Optionee's estate or by a person who acquired the right to
exercise such Option by bequest or inheritance or otherwise by reason of death
or disability of the Optionee, at any time within six months (or such longer
period as may be determined by the Committee in its sole discretion) after the
date of any such death, disability or retirement of the Optionee.
g. NONTRANSFERABILITY OF OPTIONS. Options granted under the Plan
shall not be transferable otherwise than by will or by the laws of descent and
distribution, and Options may be exercised, during the lifetime of the Optionee,
only by the Optionee or by his guardian or legal representative.
h. EFFECT OF CERTAIN CHANGES. (i) If there is any change in the
number or class of shares of Common Stock through the declaration of stock or
cash dividends, or, recapitalization resulting in stock splits, or combinations
or exchanges of such shares, the number or class of shares of Common Stock
available for Options, the number or class of such shares covered by outstanding
Options, and the exercise price per share of such Options may be proportionately
adjusted by the Committee in its sole discretion to reflect any such change in
the number or class of issued shares of Common Stock; provided, however, that
any fractional shares resulting from any such adjustment shall be eliminated. In
the event of any other extraordinary corporate transaction, including but not
limited to distributions of cash or other property to the Company's
shareholders, the Committee may equitably adjust outstanding Options as it deems
appropriate in its sole discretion.
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<PAGE> 8
(ii) in the event of the proposed dissolution or liquidation
of the Company, in the event of any corporate separation or division, including,
but not limited to, split-up, split-off or spin-off, or in the event of a merger
or consolidation of the Company with another corporation, the Committee may
provide that the holder of each Option then exercisable shall have the right to
exercise such Option (at its then Option Price) solely for the kind and amount
of shares of stock and other securities, property, cash or any combination
thereof receivable upon such dissolution, liquidation or corporate separation or
division, or merger or consolidation by a holder of the number of shares of
Common Stock for which such option might have been exercised immediately prior
to such dissolution, liquidation, or corporate separation or division, or merger
or consolidation.
(iii) Paragraph (ii) of this Section 5(h) shall not apply to
a merger or consolidation in which the Company is the surviving corporation and
shares of Common Stock are not converted into or exchanged for stock, securities
of any other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from par value to no par value, or as a result of
a subdivision or combination, but including any change in such shares into two
or more classes or series of shares), the Committee may provide that the holder
of each Option then exercisable shall have the right to exercise such Option
solely for the kind and amount of shares of stock and other securities
(including those of any new direct or indirect parent of the Company), property,
cash or any combination thereof receivable
8
<PAGE> 9
upon such reclassification, change, consolidation or merger by the holder of the
number of shares of Common Stock for which such Option might have been
exercised.
(iv) In the event of a change in the Common Stock of the
Company as presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares with a different
par value or without par value, the shares resulting from any such change shall
be deemed to be the Common Stock within the meaning of the Plan.
(v) To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive.
(vi) Except as expressly provided in this Section 5(h), the
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spin-off of assets
or stock of another corporation; and any issue by the Company of shares of any
class, or securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to the Option. The grant of
any Option pursuant to the Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassification, reorganizations or changes
of its capital or business structures or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or part of its business or assets.
i. RIGHTS AS A STOCKHOLDER. An Optionee or a transferree of an
Option shall have no rights as a stockholder with respect to any shares covered
by the Option
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<PAGE> 10
until the date of the issuance of a stock certificate to him or her for such
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distribution of other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 5(h) hereof.
j. EMPLOYMENT. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Optionee's employment at
any time, nor confer upon any Optionee any right to continue in the employ of
the Company, nor will anything in the Plan require an Optionee to continue in
the employ of the Company.
k. OTHER PROVISIONS. The Option Agreements authorized under the
Plan shall contain such other provisions not inconsistent with this Plan,
including, without limitation, the imposition of restrictions upon the exercise
of an Option as the Committee shall deem advisable.
6. TERM OF PLAN. Options under this Plan may be granted pursuant to the
Plan from time to time within a period of ten (10) years from the date the Plan
is adopted by the Board, or the date the Plan is approved by the stockholders of
the Company, whichever is earlier.
7. AMENDMENT. The Board may at the time and from time to time alter,
amend, suspend, or terminate the Plan in whole or in part; PROVIDED, HOWEVER,
that no amendment which requires shareholder approval in order for the
exemptions available under Rule 16b-3 to be applicable to the Plan and the
Optionees, shall be effective unless the same shall be approved by the
stockholders of the Company entitled to vote thereon on or before the effective
date of the amendment. Such approval shall be obtained in
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<PAGE> 11
such manner as is required by the Company's Certificate of Incorporation, its
By-Laws, and the laws of the State of Delaware as in effect at the time of such
approval. Notwithstanding the foregoing, no amendment shall affect adversely any
of the rights or obligations of any Optionee, without such Optionee's consent,
under any Option theretofore granted under the Plan.
8. HEADINGS. The headings of sections and subsections herein are
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Plan.
9. GOVERNING LAW. The Plan and all rights hereunder shall be construed
in accordance with and governed by the laws of the State of Delaware.
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<PAGE> 1
EXHIBIT 5
Gadsby & Hannah LLP
225 Franklin Street
Boston MA 02110
April 7, 1998
Board of Directors
Shared Technologies Cellular, Inc.
100 Great Meadow Road
Wethersfield, CT 06109
Gentlemen:
You have requested our opinion, as counsel to Shared Technologies
Cellular, Inc. (the "Company"), with respect to certain matters in connection
with a proposed offering of 558,333 shares of the Company's Common Stock, $.01
par value (the "Shares"), by the Company, pursuant to the Company's 1994 Stock
Option Plan, as amended, and the Company's 1994 Director Option Plan, as amended
(collectively, the "Plans"). 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 April 7, 1998 (the "Registration Statement").
In rendering this opinion, we have reviewed, among other documents, the
documents constituting the Plans, the Company's Restated Certificate of
Incorporation, the Company's Bylaws, and a certificate of the Secretary of the
Company as to the proceedings of the Company's Board of Directors relating to
the authorization and issuance of the Shares. We have also considered such other
documents, 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 Plans, will be validly authorized, legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
Very truly yours,
/S/GADSBY & HANNAH LLP
-----------------------------
Gadsby & Hannah LLP
<PAGE> 1
EXHIBIT 23b
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Shared Technologies Cellular Inc. on Form S-8 of our report dated March 10,
1998, except for Notes 3 and 20, as to which the date is March 31, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Shared Technologies Cellular Inc. as of December 31, 1997 and 1996, and for
the years ended December 31, 1997, 1996, and 1995, which report is included in
the Annual Report on Form 10-K of Shared Technologies Cellular Inc.
/S/ ROTHSTEIN, KASS & COMPANY, P.C.
------------------------------------
ROTHSTEIN, KASS & COMPANY, P.C.
Roseland, New Jersey
April 6, 1998
<PAGE> 1
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/ THOMAS H. DECKER Director April 7, 1998
- -------------------------------------
Thomas H. Decker
/S/ WILLIAM A. DIBELLA Director April 7, 1998
- -------------------------------------
William A. DiBella
/S/ VINCENT DIVINCENZO Chief Financial Officer,
- ------------------------------------- Treasurer and Director
Vincent DiVincenzo (Principal Financial and
Accounting Officer) April 7, 1998
/S/ AJIT G. HUTHEESING Director April 7, 1998
- -------------------------------------
Ajit G. Hutheesing
Director
- -------------------------------------
Craig A. Marlar
/S/ NICHOLAS E. SINACORI Director April 7, 1998
- -------------------------------------
Nicholas E. Sinacori
</TABLE>
