AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 2001
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
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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
2001 Stock Option Plan
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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
Title of Proposed Maximum Proposed Maximum
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").. 350,000 $.99 $341,490.00 $81.62
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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 (83,500 shares) are issuable upon exercise of options
with fixed exercise prices ranging from $.90 to $.96. 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 (266,500 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 $.99, which is the average of
the high and low prices of the Registrant's Common Stock as listed on
Nasdaq on December 20, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I 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, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act and will be given to employees participating in the Technical
Communications Corporation 2001 Stock Option Plan (the "Plan").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents have been previously filed by Technical Communications
Corporation (the "Company") with the Securities and Exchange Commission and are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000 ("Fiscal 2000");
2. The Company's Quarterly Reports on Form 10-QSB for the quarters ended
December 30, 2000, March 31, 2001 and June 30, 2001;
3. All other reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of Fiscal 2000; and
4. The descriptions of the Company's Common Stock which are contained in the
registration statements filed under Section 12 of the Exchange Act,
including any amendment or report 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 after the date of this Registration
Statement on Form S-8 and prior to such time as the Company files a post-
effective amendment to this Registration Statement on Form S-8 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.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 67 of Chapter 156B of the Massachusetts General Laws provides that
indemnification of directors, officers, employees, and agents of the Registrant
may be provided to the extent specified in or authorized by (i) its articles of
organization, (ii) a by-law provision adopted by the stockholders, or (iii) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors.
Section 6 of the Registrant's Articles of Organization, as amended, provides
that no director of the Registrant shall be personally liable to the Registrant
or its stockholders for monetary damages by breach of fiduciary duty as a
director to the extent provided by applicable law notwithstanding any provision
of law imposing such liability; provided, however, that Section 6 shall not
eliminate the liability of a director (i) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 61 or 62 of the Business Corporation Law of the
Commonwealth of Massachusetts, or (iv) for any transaction from which the
director derived an improper personal benefit. This provision shall not be
construed in any way so as to impose or create liability. The foregoing
provisions of Section 6 shall not eliminate the liability of a director for any
act or
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omission occurring prior to the date on which Section 6 became effective. No
amendment to or repeal of Section 6 shall apply to or have any effect on the
liability or alleged liability of any director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
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 Technical Communications Corporation 2001 Stock Option Plan.
5 Opinion Letter of Gadsby & Hannah LLP as to legality of shares
being registered.
23a Consent of Gadsby & Hannah LLP (contained in Opinion filed as
Exhibit 5).
23b Consent of Grant Thornton LLP.
ITEM 9. UNDERTAKINGS.
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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 additional or changed material information on the plan
of distribution.
(2) For the purposes of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed 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.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(5) Insofar as indemnification for liabilities arising under the Securities Act
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.
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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 27th day of December, 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 December 27, 2001
------------------------ Officer, and Chairman of the
Carl H. Guild, Jr. Board of Directors
(principal executive officer)
/s/ Michael P. Malone Chief Financial Officer, December 27, 2001
------------------------ Treasurer, and Assistant
Michael P. Malone Clerk (principal financial and
accounting officer)
/s/ Mitchell B. Briskin Director December 27, 2001
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Mitchell B. Briskin
/s/ David A. B. Brown Director December 27, 2001
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David A.B. Brown
/s/ Robert T. Lessard Director December 27, 2001
------------------------
Robert T. Lessard
/s/ Donald Lake Director December 27, 2001
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Donald Lake
/s/ Thomas E. Peoples Director December 27, 2001
------------------------
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 Technical Communications Corporation 9
2001 Stock Option Plan
5 Opinion Letter of Gadsby Hannah LLP 16
as to legality of shares being registered
23a Consent of Gadsby Hannah LLP
(contained in Opinion filed as Exhibit No. 5) 16
23b Consent of Grant Thornton LLP 17
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