<PAGE> 1
As filed with the Securities and Exchange Commission on May 23, 1996
Registration No. _____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TECHNICAL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2295040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Domino Drive, Concord, Massachusetts 01742
(Address of Principal Executive Offices) (Zip Code)
_____________________
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Lawrence A. Kletter, Esquire
POSTERNAK, BLANKSTEIN & LUND
100 Charles River Plaza
Boston, Massachusetts 02114
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (617) 973-6100
_______________________
Approximate date of commencement of sales pursuant to plan:
From time to time after the Registration Statement has become effective.
_______________________
Total number of pages in this document is: 22
Exhibit Index appears on page: 6
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price per offering registration
to be registered registered share* price* fee
<S> <C> <C> <C> <C>
Common Stock
(Par Value $.10) 100,000 shs. $8.625 $862,500 $297.74
</TABLE>
*The price of $8.625 per share, which is the average of the high and low
sale prices of the Common Stock as reported on the NASDAQ National Market
System on May 16, 1996 is set forth solely for purposes of calculating the
filing fee.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will be
sent or given to plan participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Act"). In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission")
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will be
sent or given to plan participants as specified by Rule 428(b)(1) of the Act.
In accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectus or
prospectus supplements pursuant to Rule 424 of the Act.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Technical
Communications Corporation (the "Company") are incorporated herein by reference
as of their respective dates as set forth therein:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995.
(b) The section entitled "Capital Stock to be Registered" contained in
the Company's Registration Statement on Form 8-A, filed pursuant to Section
12(g) of the Exchange Act on December 22, 1977, and incorporating by reference
the information contained in the Company's Prospectus dated March 16, 1970,
filed under Section 424(b) under the Act, and contained in Registration
Statement No. 2-35546 on Form S-1, as amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered herein have
been sold or which deregisters all such securities remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
The validity of the shares of Common Stock, $.10 par value per share,
offered hereby has been passed upon by Messrs. Posternak, Blankstein & Lund,
100 Charles River Plaza, Boston, Massachusetts 02114, securities counsel to the
Company. Lawrence A. Kletter, Esquire, a Director and Assistant Clerk of the
Company, is a partner in that firm.
Item 6. Indemnification of Directors and Officers.
(a) Section 67 of the Massachusetts Business Corporation Law, as amended,
gives Massachusetts corporations the power to indemnify each of their present
and former officers or directors under certain circumstances, if such person
acted in good faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interest of the corporation.
<PAGE> 5
(b) Article Six of the Company's Articles of Organization, as amended,
eliminates the personal liability of each member of the Company's Board of
Directors to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. However, the liability of a director is not
eliminated (i) for any breach of such 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) for
breaches arising under Section 61 or 62 of the Massachusetts Business
Corporation Law, or any amendatory or successor provision thereto, or (iv) for
any transaction from which such director derived an improper personal benefit.
This provision is intended to afford directors additional protection, and limit
their potential liability, from suits alleging a breach of duty of care by a
director. The Company believes this provision will assist it in maintaining
and securing the services of directors who are not employees of the Company.
As a result of the inclusion of such a provision, stockholders may be unable to
recover monetary damages against directors for actions taken by them that
constitute negligence or gross negligence or that are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable remedies are found
not to be available to stockholders for any particular case, stockholders may
not have any effective remedy against the challenged conduct.
(c) The Company's By-Laws also provide that directors and officers shall
be indemnified against liabilities arising from their service as directors or
officers to the fullest extent permitted by Massachusetts law, which generally
requires that the individual act in good faith and in a manner he reasonably
believes to be in or not opposed to the Company's best interests.
(d) The Company has an insurance policy that insures the Company's
directors and officers against certain liabilities which may be incurred in
connection with the performance of their duties.
Item 7. Exemption From Registration Statement Claimed.
Not Applicable.
<PAGE> 6
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1 1995 Employee Stock Purchase Plan
5.1 Opinion of Posternak, Blankstein & Lund
24.1 Consent of Arthur Andersen LLP
24.2 Consent of Posternak, Blankstein & Lund
contained in its opinion filed as Exhibit 5.1
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;
(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 the post-effective amendment by those
paragraphs 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
<PAGE> 7
(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, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(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.
<PAGE> 8
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 Concord, County of Middlesex, in the Commonwealth of
Massachusetts on this 20th day of May, 1996.
TECHNICAL COMMUNICATIONS CORPORATION
By: /s/ Roland S. Gerard
Roland S. Gerard, President
<PAGE> 9
Power of Attorney
The undersigned directors and officers of Technical Communications Corporation
hereby appoint Roland S. Gerard and Lawrence A. Kletter and each of them, as
attorneys for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this registration statement and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full
power and authority to do and perform any and all acts and things whatsoever
requisite and necessary or desirable.
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the capacity
and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Roland S. Gerard President and Chief
Roland S. Gerard Executive Officer May 20, 1996
/s/ Graham R. Briggs Chief Financial and
Graham R. Briggs Accounting Officer May 20, 1996
/s/ Arnold M. McCalmont Chairman of the
Arnold M. McCalmont Board of Directors May 20, 1996
/s/ James A. McCalmont
James A. McCalmont Director May 20, 1996
/s/ Herbert A. Lerner
Herbert A. Lerner Treasurer and Director May 20, 1996
/s/ Philip A. Phalon
Philip A. Phalon Director May 20, 1996
/s/ Victor Sabella
Victor Sabella Director May 20, 1996
/s/ Lawrence A. Kletter Assistant Clerk and
Lawrence A. Kletter Director May 20, 1996
</TABLE>
<PAGE> 1
Exhibit 4.1
TECHNICAL COMMUNICATIONS CORPORATION
1995 EMPLOYEES' STOCK PURCHASE PLAN
1. Purpose of the Plan. The Plan is intended to encourage ownership of
Common Stock by employees of the Company and to provide additional incentive
for employees to promote the success of the business of the Company by enabling
Eligible Employees to purchase shares of Common Stock at a discount from market
value through a payroll deduction program. Any Eligible Employee who wishes to
participate in the Plan may authorize the Company to withhold a percentage of
his or her Gross Compensation (not to exceed the maximum percentage specified
by the Company) through payroll deductions, for a specified period of time,
and, at the end of such period, use such accumulated payroll deductions to
purchase shares of Common Stock of the Company. It is intended that the Plan
shall be an "employee stock purchase plan" within the meaning of Section 423 of
the Code.
2. Definitions. As used in the Technical Communications Corporation
Employees' Stock Purchase Plan, the following terms shall have the meanings
respectively assigned to them below:
(a) Beneficiary means the person designated as beneficiary on the
Optionee's Membership Agreement or, if no such beneficiary is named, the person
to whom the Option is transferred by will or under the applicable laws of
descent and distribution.
(b) Board means the Board of Directors of the Company.
(c) Code means the Internal Revenue Code of 1986, as amended.
(d) Company means Technical Communications Corporation, a Massachusetts
corporation.
(e) Common Stock means the Common Stock, $.01 par value, of the Company.
(f) Eligible Employee means a person who is eligible under the provisions
of Section 7 to receive an Option as of a particular Grant Date.
(g) Exercise Date means a date not less than six months and not more than
one year after a Grant Date, as determined by the Board, on which Options must,
if ever, be exercised.
(h) Grant Date means a date specified by the Board on which Options are
to be granted to Eligible Employees.
<PAGE> 2
(i) Gross Compensation means base compensation plus commissions and
overtime pay but without regard to cash bonuses.
(j) Market Value means, as of a particular date, the last sale price of
the Common Stock if such Common Stock is reported on a stock exchange, or if
not so reported, the average of bid and asked prices of the Common Stock last
quoted by NASDAQ in the over-the-counter market.
(k) Membership Agreement means an agreement whereby an Optionee
authorizes the Company to withhold payroll deductions from his or her Gross
Compensation.
(l) 1934 Act means the Securities Exchange Act of 1934, as amended.
(m) Option means an option to purchase Option Shares granted under the
Plan.
(n) Option Shares means shares of Common Stock purchasable under an
Option.
(o) Optionee means an Eligible Employee to whom an Option is granted.
(p) Plan means this Technical Communications Corporation 1995 Employees'
Stock Purchase Plan, as the same may be amended from time to time.
(q) Rule 16b-3 means Rule 16b-3 promulgated under Section 16 of the 1934
Act, as amended.
(r) Section 16 means Section 16 of the 1934 Act, as amended.
3. Term of the Plan. The Plan shall become effective on January 1, 1996
and shall terminate on September 30, 2006, unless sooner terminated by the
Board pursuant to Section 5 hereof.
4. Administration of the Plan. The Plan shall be administered by the
Board, which annually shall determine whether to grant Options under the Plan,
shall specify which dates shall be Grant Dates and Exercise Dates, and shall
fix the respective maximum percentages of each Optionee's Gross Compensation
which may be withheld for the purpose of purchasing Option Shares, provided
that such percentage shall not exceed ten percent of such Optionee's Gross
Compensation. The Board shall have authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms of Options granted under the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan.
<PAGE> 3
The Board may appoint a committee of three or more directors, who shall
each serve at the pleasure of the Board, to administer the Plan on behalf of
the Board, subject to such terms and conditions as the Board may prescribe.
The Board, in its sole and absolute discretion, may designate any or all of the
functions specified herein regarding administration of the Plan to such
committee.
With respect to an Optionee subject to Section 16 (a "Section 16
Optionee"), transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 (or its successors). To the extent any
provision of the Plan or action by the Board with respect to the Plan fails to
so comply, it shall be deemed null and void.
5. Termination and Amendment of Plan. The Board may terminate or amend
the Plan at any time; provided, however, that no amendment, unless approved by
the holders of a majority of the issued and outstanding shares of Common Stock,
shall be effective if it would cause the Plan to fail to satisfy the
requirements of Rule 16b-3 (or its successors); and, provided further, that (i)
any increase in the aggregate number of shares that may be issued under the
Plan, other than an increase merely reflecting a capital change referred to in
Section 9.8, and (ii) any change in the designation of corporations whose
employees may be offered Options (other than a change designating as a
participating corporation any corporation that becomes a parent or subsidiary
corporation of the Company, within the meaning of Code Section 424(e) and (f),
after the adoption of the Plan), must, in order to be effective, be approved by
a majority of the issued and outstanding shares of Common Stock. No
termination of or amendment to the Plan may adversely affect the rights of an
Optionee with respect to any Option held by the Optionee as of the date of such
termination or amendment.
6. Shares of Stock Subject to the Plan. No more than an aggregate of
100,000 shares of Common Stock may be issued or delivered pursuant to the
exercise of Options granted under the Plan, subject to adjustments made in
accordance with Section 9.8. Option Shares may be either shares of Common
Stock which are authorized but unissued or shares of Common Stock held by the
Company in its treasury. If an Option expires or terminates for any reason
without having been exercised in full, the unpurchased Option Shares shall
become available for other Options granted under the Plan. The Company shall,
at all times during which Options are outstanding, reserve and keep available
shares of Common Stock sufficient to satisfy such Options and shall pay all
fees and expenses incurred by the Company in connection therewith. In the
event of any capital change in the outstanding Common Stock as contemplated by
Section 9.8, the number of Option Shares reserved and kept available by the
Company shall be appropriately adjusted.
<PAGE> 4
7. Persons Eligible to Receive Options. Each employee of the Company
shall be granted an Option on each Grant Date on which such employee meets all
of the following requirements:
(a) The employee has completed at least one year of continuous employment
with the Company. Employment shall include any leave of absence for military
service, illness or other bona fide purpose which does not exceed the longer of
90 days or the period during which the absent employee's reemployment rights
are guaranteed by statute or contract.
(b) The employee is customarily employed by the Company for more than 20
hours per week or for more than five months per calendar year.
(c) The employee will not, immediately after grant of the Option, own
stock possessing five percent or more of the total combined voting power or
value of all classes of stock of the Company. For purposes of this paragraph
(c), the rules of Section 424(d) of the Code shall apply in determining the
stock ownership of the employee, and stock which the employee may purchase
under outstanding options shall be treated as stock owned by the employee.
(d) Upon grant of the Option, the employee's rights to purchase Common
Stock under all employee stock purchase plans (as defined in Section 423(b) of
the Code) of the Company will not accrue at a rate which exceeds $25,000 of
fair market value of the Common Stock (determined as of the Grant Date for such
Option) for each calendar year in which such Option is outstanding at any time.
The accrual of rights to purchase Common Stock shall be determined in
accordance with Section 423(b)(8) of the Code.
8. Dates for Granting Options. Options shall be granted on each date
designated by the Board as a Grant Date.
9. Terms and Conditions of Options.
9.1. General. All Options granted on a particular Grant Date shall comply
with the terms and conditions set forth in Sections 9.3 through 9.13, and each
Option shall be identical except as to the number of Option Shares, which shall
be determined in accordance with Section 9.2.
9.2. Number of Shares. The maximum number of Option Shares shall be an
amount equal to the amount of the Optionee's Gross Compensation permitted to be
withheld during the period running from the Grant Date to the Exercise Date,
divided by the purchase price determined in accordance with Section 9.3. The
number of Option Shares shall be further limited by the amount of payroll
deductions actually withheld as of the Exercise Date.
<PAGE> 5
9.3. Purchase Price. For Optionees who are not subject to Section 16, the
purchase price of Option Shares shall be 85 percent of the lesser of (a) the
Market Value of the Common Stock as of the Grant Date, or (b) the Market Value
of the Common Stock as of the Exercise Date. For Section 16 Optionees, the
purchase price of Option Shares shall be 85 percent of the average of (i) the
Market Value of the Common Stock as of the Grant Date and (ii) the Market Value
of the Common Stock as of the Exercise Date.
9.4. Restrictions on Transfer. Options may not be transferred otherwise
than by will or under the laws of descent and distribution, or pursuant to a
qualified domestic relations order, as defined by the Code, or Title I of the
Employee Retirement Income Security Act ("ERISA") or the rules thereunder. An
Option may not be exercised by anyone other than the Optionee during the
lifetime of the Optionee.
9.5. Expiration. Each Option shall expire at the close of business on the
Exercise Date for such Option or on such earlier date as may result from the
operation of Section 9.6.
9.6. Termination of Employment of Optionee. If an Optionee ceases for any
reason, voluntary or involuntary (other than death or retirement), to be
continuously employed by the Company, his or her Options shall immediately
expire, and the Optionee's accumulated payroll deductions shall be returned by
the Company without interest. For purposes of this Section 9.6, an Optionee
shall be deemed to be employed throughout any leave of absence for military
service, illness or other bona fide purpose which does not exceed the longer of
ninety days or the period during which the Optionee's reemployment rights are
guaranteed by statute or by contract. If the Optionee does not return to
active employment prior to the termination of such period, his or her
employment shall be deemed to have ended on the 91st day of such leave of
absence.
9.7. Retirement or Death of Optionee. If an Optionee retires or dies, the
Optionee or, in the case of death, his or her Beneficiary, shall be entitled to
withdraw the Optionee's accumulated payroll deductions pursuant to Section
9.13, or to purchase Option Shares on the Exercise Date to the extent that the
Optionee would have been so entitled had he or she continued to be employed by
the Company. The number of Option Shares purchasable shall be limited by the
amount of the Optionee's accumulated payroll deductions as of the date of his
or her retirement or death. Accumulated payroll deductions not withdrawn or
applied to the purchase of Option Shares shall be delivered by the Company to
the Optionee or Beneficiary, as the case may be, within a reasonable time after
the Exercise Date.
<PAGE> 6
9.8. Capital Changes Affecting the Stock. In the event that, between the
Grant Date and the Exercise Date of an Option, a stock dividend is paid or
becomes payable in respect of the Common Stock or there occurs a split-up or
contraction in the number of shares of Common Stock, the number of Option
Shares and the price to be paid for each Option Share shall be proportionately
adjusted. In the event that, after the Grant Date, there occurs a
reclassification or change of outstanding shares of Common Stock or a
consolidation or merger of the Company with or into another corporation or a
sale or conveyance, substantially as a whole, of the property of the Company,
the Board may, in its discretion, (i) accelerate the Exercise Date of any
Options outstanding, or (ii) terminate any such outstanding Options. Unless
terminated in accordance with this section, Optionees shall be entitled on the
Exercise Date to receive shares of stock or other securities equivalent in kind
and value to the shares of Common Stock he or she would have held if he or she
had exercised the Option in full immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance and had continued to hold
such shares (together with all other shares and securities thereafter issued in
respect thereof) until the Exercise Date. In the event that there is to occur
a recapitalization involving an increase in the par value of the Common Stock
which would result in a par value exceeding the exercise price under an
outstanding Option, the Company shall notify the Optionee of such proposed
recapitalization immediately upon its being recommended by the Board to the
Company's shareholders, after which the Optionee shall have the right to
exercise his or her Option prior to such recapitalization; if the Optionee
fails to exercise the Option prior to recapitalization, the exercise price
under the Option shall be appropriately adjusted. In the event that, after the
Grant Date, there occurs a dissolution or liquidation of the Company, except
pursuant to a transaction to which Section 424(a) of the Code applies, each
Option shall terminate, but the Optionee holding such Option shall have the
right to exercise his or her Option prior to such dissolution or liquidation.
<PAGE> 7
9.9. Payroll Deductions; Withdrawal from Plan Prior to Exercise Date. Any
Eligible Employee who has completed at least one year of service with the
Company, and who wishes to authorize payroll deductions for the purchase of
Option Shares under the Plan, must complete and return to the personnel
department of the Company at any time on or before the Grant Date a Membership
Agreement indicating the total percentage (which shall be a full integer
between one and ten) of his or her Gross Compensation which is to be withheld
each pay period, not to exceed the maximum percentage, if any, set by the Board
in its discretion. Payroll deductions will commence as of the first Grant Date
after receipt of such Membership Agreement by the personnel department. Prior
to the Exercise Date, each Optionee shall, except as provided by Section
9.11(d) hereof, be permitted only once to (a) withdraw all or part of his or
her accumulated payroll deductions, (b) discontinue payroll deductions, or
(c) change the percentage of Gross Compensation withheld.
9.10. Compliance with Rule 16b-3. The purchase of Option Shares under
the Plan by a Section 16 Optionee shall be exempt from Section 16(b) of the
1934 Act if the Section 16 Optionee complies with the requirements of either
subparagraph (a) or (b) below.
(a) Irrevocable Election. The Section 16 Optionee waives the right to
withdraw from the Plan granted in Section 9.9, and makes an irrevocable elec
tion in the Membership Agreement to participate in the Plan on the terms and
conditions set forth in the Membership Agreement at least six months prior to
the Exercise Date. Optionees who make such an irrevocable election may change
the terms of such Membership Agreement, but any such change will not take
effect for six months.
(b) Transactional Requirements.
(1) Six-Month Holding Period. The Section 16
Optionee agrees to hold any Option Shares purchased under
the Plan for at least six months from the date the Option
Price for such Option Shares was fixed; and
<PAGE> 8
(2) Cessation of Participation. The Section 16
Optionee who (i) voluntarily decides to cease participation
in the Plan (excluding a cessation necessitated by the
limit on stock ownership and accrual restrictions imposed
by the Code) or (ii) withdraws accumulated payroll
deductions prior to the Exercise Date, may not participate
in the Plan again for at least six months; provided,
however, that the following shall not constitute a cessa
tion of participation: (x) a decision to increase or
decrease the amount of payroll deductions or (y) a decision
to continue enrollment in the Plan at a more favorable
basis price. A Section 16 Optionee may not authorize a
nominal amount of payroll deductions to avoid the penalty
for cessation provided for herein.
9.11. Exercise of Options. On the Exercise Date the Optionee will be
deemed to have exercised his or her Option and thereby purchased the number of
Option Shares purchasable by his or her accumulated payroll deductions,
provided that:
(a) The number of Option Shares shall not exceed the number of shares the
Optionee is entitled to purchase pursuant to Section 9.2.
(b) If the total number of Option Shares which all Optionees have been
deemed to purchase, together with any Option Shares already purchased under the
Plan, exceeds the total number of shares of Common Stock subject to the Plan
pursuant to Section 6, the number of Option Shares which each Optionee is
deemed to have purchased shall be decreased pro rata based on the Optionee's
accumulated payroll deductions with respect to such Option Shares in relation
to all accumulated payroll deductions currently being withheld under the Plan
with respect to such Option Shares.
(c) If the number of Option Shares includes a fraction, such number shall
be adjusted to the next smaller whole number and the purchase price shall be
adjusted accordingly.
(d) Notwithstanding the foregoing, any Optionee may notify the Company's
payroll department in writing, not later than two weeks prior to the Exercise
Date, that he or she elects not to exercise his or her Option in full or in
part, and desires to receive that portion of his or her accumulated payroll
deductions withheld under the Plan and not used to purchase Option Shares in
the form of cash instead of Option Shares.
<PAGE> 9
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Option Shares are being purchased only for investment and
without any present intention to sell or distribute such Option Shares if, in
the opinion of counsel for the Company, such a representation is required by
the Securities Act of 1933, as amended (the "1933 Act"), the 1934 Act, and the
rules and regulations promulgated thereunder.
9.12. Delivery of Stock. Within a reasonable time after the Exercise
Date, the Company shall deliver or cause to be delivered to each Optionee a
certificate or certificates for the number of Option Shares purchased by such
Optionee. If any law or applicable regulation of the Securities and Exchange
Commission or other body having jurisdiction in the premises shall require that
the Company or the Optionee take any action in connection with the Option
Shares, delivery of the certificate or certificates for such Option Shares
shall be postponed until the necessary action shall have been completed, which
action shall be taken by the Company at its own expense, without unreasonable
delay. The Optionee shall have no rights as a shareholder in respect of Option
Shares for which he or she has not received a certificate.
The Company shall have the right to impose restrictions on the
transferability of Option Shares, and to place appropriate legends on all stock
certificates setting forth any such restrictions on transferability of Option
Shares instructing the transfer agent to notify the Company of any transfer of
the Option Shares. Shares shall not be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such
Option Shares pursuant thereto shall comply with all relevant provisions of
law, including, without limitation, the 1933 Act, the 1934 Act, the rules and
regulations promulgated thereunder, the so-called state "blue sky" or
securities laws, and the requirements of the National Association of Securities
Dealers or of any stock exchange upon which the Shares may be listed (as the
case may be), and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
9.13. Return of Accumulated Payroll Deductions. In the event that the
Optionee or the Beneficiary is entitled to the return of accumulated payroll
deductions, whether by reason of voluntary withdrawal, termination of
employment, retirement, death, or in the event that accumulated payroll
deductions exceed the price of Option Shares purchased, such amount shall be
returned without interest within a reasonable time by the Company to the
Optionee or the Beneficiary, as the case may be.
<PAGE> 1
Exhibit 5.1
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
100 Charles River Plaza
Boston, Massachusetts 02114
(617) 973-6100
May 20, 1996
United States Securities and
Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Registration Statement relating to 100,000 shares of Common
Stock, $.10 par value, of Technical Communications Corporation
Ladies and Gentlemen:
We have acted as securities counsel to Technical Communications
Corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), on the Registration Statement
on Form S-8 (the "Registration Statement"), of 100,000 shares of the Company's
Common Stock, $.10 par value per share (the "Shares"), which may from time to
time be issued upon the exercise of options (the "Options") granted pursuant to
the Technical Communications Corporation 1995 Employee Stock Purchase Plan (the
"Plan"). We have examined such documents, records, certificates, instruments
and materials and made inquiry of the officers of the Company we have deemed
necessary to render this opinion. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us certified or
photostatic copies, and the accuracy and completeness of all records of the
Company made available to us.
Our opinion is based solely on the law of the Commonwealth of
Massachusetts and the federal law of the United States, and we express no
opinion as to the law of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable upon exercise of the Options, when issued in accordance with
the Plan and individual stock option agreements relating to the Shares, and
upon payment for the Shares and issuance of certificates representing the
Shares, will be duly authorized, validly issued and fully paid and non-
assessable.
<PAGE> 2
Pursuant to the requirements of the Act, we hereby consent to the filing
of this opinion as an Exhibit to the Registration Statement, including any
amendments thereto, and to the use of our name under the caption "Legal
Opinion" in the prospectus constituting a part thereof.
Very truly yours,
POSTERNAK, BLANKSTEIN & LUND
By: /s/ Lawrence A. Kletter
A Partner
<PAGE> 1
Exhibit 24.1
ARTHUR ANDERSEN LLP
Boston, Massachusetts
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 November 8, 1995
included in Technical Communication Corporation's Form 10-K for the year ended
September 30, 1995, and to all references to our Firm included in this
Registration Statement.
May 15, 1996
Boston, Massachusetts /s/ Arthur Andersen LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information wxtracted from the
Condensed Consolidated Balance Sheets at March 30, 1996 (Unaudited) and the
Condensed Consolidated Statement of Operations for the Six Months Ended March
30, 1996 (Unaudited) and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-END> MAR-30-1996
<CASH> 4,136,389
<SECURITIES> 0
<RECEIVABLES> 3,713,861
<ALLOWANCES> 44,332
<INVENTORY> 2,896,867
<CURRENT-ASSETS> 11,242,232
<PP&E> 3,752,898
<DEPRECIATION> 2,258,765
<TOTAL-ASSETS> 14,534,415
<CURRENT-LIABILITIES> 2,514,201
<BONDS> 0
<COMMON> 125,443
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 5,836,567
<TOTAL-REVENUES> 5,965,034
<CGS> 2,669,671
<TOTAL-COSTS> 2,669,671
<OTHER-EXPENSES> 3,131,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (129,595)
<INCOME-PRETAX> 34,468
<INCOME-TAX> 8,617
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,851
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
