AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TECHNICAL COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2295040
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 DOMINO DRIVE, CONCORD, MASSACHUSETTS 01742
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(Address of Principal Executive Offices)(Zip Code)
TECHNICAL COMMUNICATIONS CORPORATION
1991 Stock Option Plan, as Amended
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(Full Title of the Plan)
CARL H. GUILD, JR.
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
100 Domino Drive
CONCORD, MASSACHUSETTS 01742
(978) 287-5100
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(Name, Address and Telephone Number of Agent for Service)
Copy to:
LAWRENCE H. GENNARI, ESQUIRE
GADSBY HANNAH LLP
225 FRANKLIN STREET
Boston, Massachusetts 02110
(617) 345-7000
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee
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Common Stock,
$.10 par value
per share (the
"Common Stock")......... 100,000 $5.625 $228,560.98 $57.14
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(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 proposed maximum offering price has been estimated pursuant to Rule
457(h) solely for the purpose of calculating the registration fee. It is
not known how many of these shares will be purchased or at what price. A
portion of the shares (59,689 shares) are issuable upon exercise of options
with fixed exercise prices ranging from $1.875 to $5.625. Pursuant to Rule
457(h)(1), the aggregate offering price and the fee have been computed upon
the basis of the price at which the options may be exercised. The shares
representing unissued options (40,311 shares) do not have a fixed exercise
price. The proposed maximum offering price per share for such shares has
been calculated pursuant to Rule 457(h) as $2.26, which is the average of
the high and low prices of the Registrant's Common Stock as listed on
Nasdaq on May 3, 2001.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus relating to this Registration Statement is a
combined Prospectus that relates also to the Registration Statement on Form
S-8 (File No. 334-6890) previously filed by the Registrant on April 1,
1992, which registered an aggregate of 250,000 shares of Common Stock. A
filing fee in the amount of $1,504.69 was previously paid with respect to
such shares.
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EXPLANATORY NOTE
On April 1, 1992, we filed a Registration Statement on Form S-8 (File No.
334- 6890) (referred to in this document as, the "First Registration Statement")
to register under the Securities Act of 1933, as amended, an aggregate of
250,000 shares of common stock, par value $0.10 per share (the "Common Stock"),
issuable by us under our 1991 Stock Option Plan (the "Plan"). On November 20,
1996 our Board of Directors voted to increase the total number of shares
reserved under the Plan from 250,000 to 350,000 shares. This amendment to the
Plan was approved by the stockholders at the Annual Meeting of Stockholders on
February 10, 1997. This Registration Statement on Form S-8 has been prepared and
filed pursuant to and in accordance with the requirements of General Instruction
E to Form S-8 for the purpose of effecting the registration under the Securities
Act of an additional aggregate of 100,000 shares of our Common Stock issuable
upon the exercise of stock options granted, or to be granted, under the Plan at
any time or from time to time after the date hereof under the Plan. Pursuant to
General Instruction E to Form S-8, the Registrant hereby incorporates herein by
reference the contents of the First Registration Statement. We also hereby
incorporated by reference into this Registration Statement the following
documents filed with the Securities and Exchange Commission:
DOCUMENT(S) PERIOD(S)
The description of our Common Stock,
$0.10 par value per share, contained in
our Registration Statement on Form 8-A
pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended, including
any amendment or report filed for the purpose
of updating such description...................... Filed December 22, 1977
Annual Report on Form 10-K........................ Fiscal Year ended
September 30, 2000
Quarters ended July 1, 2000
Quarterly Reports on Forms 10-Q and 10-QSB........ and December 30, 2000
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold, or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
on Form S-8 and to be a part hereof from the date of filing such documents.
You may request a copy of these filings at no cost (other than exhibits
unless those exhibits are specifically incorporated by reference herein) by
writing or telephoning us at the following address:
Technical Communications Corporation
100 Domino Drive
Concord, Massachusetts 01742
Attention: Michael P. Malone,
Chief Financial Officer
Tel.: (978) 287-5100
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ITEM 8. EXHIBITS.
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(a) The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
Exhibit No. Description
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4 Amendment to Technical Communications Corporation 1991 Stock Option
Plan
5 Opinion Letter of Gadsby Hannah LLP as to the legality of the shares
being registered.
23a Consent of Gadsby Hannah LLP (contained in Opinion filed as Exhibit 5).
23b Consent of Grant Thornton LLP.
23c Consent of Arthur Andersen LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-8, and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Concord, Commonwealth of
Massachusetts on this 8th day of May, 2001.
TECHNICAL COMMUNICATIONS CORPORATION
By: /s/ Carl H. Guild, Jr.
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Carl H. Guild, Jr., Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Capacity Date
---- -------- ----
/s/ Carl H. Guild, Jr. President, Chief Executive May 8, 2001
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Carl H. Guild, Jr. Officer, and Chairman of the
Board of Directors
(principal executive officer)
/s/ Michael P. Malone Chief Financial Officer, May 8, 2001
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Michael P. Malone Treasurer, and Assistant
Clerk (principal financial and
accounting officer)
/s/ Mitchell B. Briskin Director May 8, 2001
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Mitchell B. Briskin
/s/ David A. B. Brown Director May 8, 2001
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David A.B. Brown
/s/ Robert T. Lessard Director May 8, 2001
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Robert T. Lessard
/s/ Donald Lake Director May 8, 2001
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Donald Lake
/s/ Thomas E. Peoples Director May 8, 2001
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Thomas E. Peoples
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EXHIBIT INDEX
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Sequentially Numbered
Exhibit No. Description Page Number
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4 Amendment to Technical Communications Corporation 7
1991 Stock Option Plan
5 Opinion Letter of Gadsby Hannah LLP
as to legality of shares being registered 8
23a Consent of Gadsby Hannah LLP
(contained in Opinion filed as Exhibit No. 5) 8
23b Consent of Grant Thornton LLP 9
23c Consent of Arthur Andersen LLP 10
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