As filed with the Securities and Exchange Commission on June 20, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
NEXTLEVEL SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4134221
(State of Incorporation) (I.R.S. Employer
Identification No.)
8770 West Bryn Mawr Avenue
Chicago, Illinois 60631
(Address of Principal Executive Offices)
NEXTLEVEL SYSTEMS, INC. SAVINGS PLAN
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
(Full Title of the Plans)
Mr. Keith A. Zar
Vice President and General Counsel
8770 West Bryn Mawr
Chicago, Illinois 60631
(773) 695-1000
(Name, Address, and Telephone Number of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share offering price fee
- ------------------------------------------------------------------------------------------------------------------------------------
To be offered pursuant to the NextLevel Systems, Inc. Savings Plan:
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par ......................................7,000,000 shares $ 6.67(1) $ 46,690,000(1) $14,148.48(1)
value, and related preferred
stock purchase rights
====================================================================================================================================
Interests in the Plan ........................................ (2) (3)
====================================================================================================================================
To be offered pursuant to the General Instrument (Puerto Rico), Inc. Savings Plan:
Common Stock, $.01 par ....................................... 200,000 shares $ 6.67(1) $ 1,334,000(1) $ 404.24(1)
value, and related preferred
stock purchase rights
====================================================================================================================================
Interests in the Plan ........................................ (2) (3)
====================================================================================================================================
TOTAL $14,552.72
==========
====================================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h)(1) based on the pro forma book value of
the Registrant's common stock as of March 31, 1997 and the number of shares
of common stock of General Instrument Corporation outstanding as of June
10, 1997.
(2) Pursuant to Rule 416(c), this Registration Statement shall be deemed to
register an indeterminate amount of interests in the Plan.
(3) Pursuant to Rule 457(h)(2), no registration fee is required with respect to
the interests in the Plan.
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The Registrant incorporates by reference herein the following documents:
(a) The Registrant's Prospectus dated June 13, 1997 as filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, and included in its Registration Statement on Form S-4 (File No.
333-23935); and
(b) From and after the effective date of the Registrant's Registration
Statement on Form 8-A (File No. 001-12925), the description of the Common
Stock contained or incorporated by reference therein, including any
amendment or report filed for the purposes of updating such description.
All documents subsequently filed by the Registrant or by the NextLevel
Systems, Inc. Savings Plan or the General Instrument (Puerto Rico), Inc. Savings
Plan (collectively, the "Plans") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 ("Exchange Act"), prior to the filing of
a post-effective amendment which indicates that all securities registered
hereunder have been sold or which deregisters all of the securities offered then
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.
The consolidated financial statements of the Communications Business of
General Instrument (which will become the Registrant following the Distribution
(as defined below)), incorporated by reference in this Registration Statement
from the Form S-4 Registration Statement, as of December 31, 1996 and 1995 and
for each of the three years in the period ended December 31, 1996 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing in the Form S-4 Registration Statement, and are incorporated
herein by reference in reliance upon their authority as experts in accounting
and auditing. Future financial statements of the Registrant and the reports
thereon of the Registrant's independent auditors to be included in subsequent
filed documents also will be incorporated by reference in this Registration
Statement in reliance upon the authority of such independent auditors as experts
in accounting and auditing to the extent such independent auditors have audited
those financial statements and consented to the use of their reports thereon.
Item 4: Description of Securities
GENERAL
Pursuant to the Registrant's Amended and Restated Certificate of
Incorporation which will be in effect at the time of the proposed distribution
(the "Distribution") to the stockholders of General Instrument Corporation
II - 1
<PAGE>
("GI") of the outstanding shares of the common stock, $.01 par value (the
"Common Stock"), of the Registrant (which on the date of the filing of this
Registration Statement was an indirect wholly-owned subsidiary of GI), the
authorized capital stock of the Registrant consists of (i) 400,000,000 shares of
Common Stock, of which approximately 137 million shares will be issued and
outstanding upon consummation of the Distribution (based on the number of shares
of GI's common stock outstanding as of June 10, 1997) and (ii) 20,000,000 shares
of preferred stock, $.01 par value per share ("Preferred Stock"), none of which
will be issued and outstanding upon consummation of the Distribution. All
outstanding shares of Common Stock are, and the shares to be issued in the
Distribution will be, validly issued, fully paid and nonassessable.
COMMON STOCK
Each holder of Common Stock is entitled to one vote for each share owned of
record on all matters submitted to a vote of stockholders. There are no
cumulative voting rights. Accordingly, the holders of a majority of the shares
voting for the election of directors can elect all the directors if they choose
to do so, subject to any voting rights of holders of Preferred Stock to elect
directors. Subject to the preferential rights of any outstanding series of
Preferred Stock, and to any restrictions on payment of dividends imposed by the
Registrant's credit facility, the holders of Common Stock will be entitled to
such dividends as may be declared from time to time by the Board of Directors of
the Registrant (the "Board") from funds legally available therefor, and will be
entitled, after payment of all prior claims, to receive pro rata all assets of
the Registrant upon the liquidation, dissolution or winding up of the
Registrant. Holders of Common Stock have no redemption or conversion rights or
preemptive rights to purchase or subscribe for securities of the Registrant.
Certain provisions of the Certificate of Incorporation and By-Laws of the
Registrant which will be in effect at the time of the Distribution may have the
effect of making more difficult an acquisition of control of the Registrant in a
transaction not approved by the Board.
The Registrant intends to list the Common Stock on the New York Stock
Exchange under the symbol "NLV."
PREFERRED STOCK
The authorized capital stock of the Registrant includes 20,000,000 shares
of Preferred Stock, none of which are currently issued or outstanding. The Board
is authorized to divide the Preferred Stock into series and, with respect to
each series, to determine the preferences and rights and the qualifications,
limitations or restrictions thereof, including the dividend rights, conversion
rights, voting rights, redemption rights and terms, liquidation preferences,
sinking fund provisions, the number of shares constituting the series and the
designation of such series. The Board could, without stockholder approval, issue
Preferred Stock with voting and other rights that could adversely affect the
voting power of the holders of Common Stock and which could have certain
antitakeover effects.
In connection with the Registrant's Rights Plan (as described below), the
Board has authorized 400,000 shares of Series A Junior Participating Preferred
Stock (the "Series A Preferred"). No shares of Series A Preferred are
outstanding.
II - 2
<PAGE>
RIGHTS PLAN
The Board has adopted a rights plan (the "Rights Plan") pursuant to which,
concurrently with or promptly after the Distribution, one right (collectively,
the "Rights") to purchase one one-thousandth of a share of Series A Preferred
would be distributed as a dividend for each outstanding share of Common Stock at
a purchase price of $85.00 per one one-thousandth of a share of Series A
Preferred, subject to adjustment. The Rights are issuable on the terms and
subject to the conditions set forth in the Rights Plan. No Rights will be issued
under the Rights Plan until the consummation of the Distribution. The Rights
will expire no later than on the tenth anniversary of the adoption of the Rights
Plan in 2007. The Rights will be exercisable on the earlier to occur of (i) the
first date of public announcement that a person or "group" (other than FLC
Entities (as defined below) to the extent FLC Entities, individually or as a
group, beneficially own no more than 20% of the then outstanding Common Stock)
has acquired beneficial ownership of 15% or more of the outstanding Common Stock
(except pursuant to a Permitted Offer, as defined) (an "Acquiring Person"); and
(ii) ten business days (or such later date as the Board may determine) following
the commencement of, or announcement of an intention to commence, a tender offer
or exchange offer the consummation of which would result in a person or group
becoming an Acquiring Person. "FLC Entities" means Instrument Partners, a New
York Limited Partnership, Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-IV, a New York Limited partnership, Theodore J.
Forstmann, Nicholas C. Forstmann, Wm. Brian Little, Steven B. Klinsky, Sandra J.
Horbach, Winston W. Hutchins and Thomas H. Lister and their affiliates and
associates who or which are considered as one person and references to the FLC
Entities include any or all such persons.
If any person or group becomes an Acquiring Person or commences a tender
offer upon consummation of which such person or group would become an Acquiring
Person, each Right not owned by such Acquiring Person or certain related parties
would entitle its holder to purchase, at the Right's then current exercise
price, shares of Common Stock, or, in the discretion of the Board, the number of
one one-thousandths of a share of Series A Preferred having a value of twice the
Right's exercise price. In addition, if, after a person or group becomes an
Acquiring Person, the Registrant is involved in a merger or other business
combination transaction in which the holders of all of the outstanding Common
Stock immediately prior to the consummation of the transaction are not the
holders of the surviving corporation's voting power or more than 50% of the
Registrant's assets or earning power is sold or transferred, each Right will
entitle its holder to purchase common shares of the acquiring company having a
value equal to two times the Right's then current exercise price.
The purchase price payable, and the shares issuable, upon exercise of the
Rights will be subject to adjustment from time to time as specified in the
Rights Plan. The Registrant will generally be entitled to redeem the Rights in
whole, but not in part, at $0.01 per Right at any time prior to the earlier to
occur of (i) a person becoming an Acquiring Person or (ii) expiration of the
Rights.
Shares of Series A Preferred purchasable upon exercise of the Rights will
not be redeemable. Each share of Series A Preferred will be entitled to a
minimum preferential quarterly dividend payment of $10.00 per share but, if
greater, will be entitled to an aggregate dividend per share of 1,000 times the
dividend declared per share of Common Stock. In the event of liquidation of the
II - 3
<PAGE>
Registrant, the holders of Series A Preferred will be entitled to a minimum
preferential liquidation payment of $100.00, provided that they will be entitled
to an aggregate payment per share of at least 1,000 times the aggregate payment
made per share of Common Stock. Each share of Series A Preferred will have one
thousand votes, voting together with the Common Stock. These rights are
protected by customary antidilution provisions. In the event that the amount of
accrued and unpaid dividends on the Series A Preferred is equivalent to at least
six full quarterly dividends, the holders of the Series A Preferred will have
the right, voting as a class, to elect two directors in addition to the
directors elected by the holders of Common Stock until all dividends in default
on the Series A Preferred have been paid in full and dividends for the current
dividend period declared and funds therefor set apart.
TRANSFER AGENT
The Transfer Agent for the Common Stock will be ChaseMellon Shareholder
Services, L.L.C.
Item 5: Interests of Named Experts and Counsel
The validity of the securities registered under this Registration Statement
has been passed upon for the Registrant by Keith A. Zar, Esq., who is the Vice
President and General Counsel of the Registrant and is serving as the Assistant
General Counsel of GI until the completion of the proposed distribution (the
"Distribution") of the outstanding shares of the Registrant to the stockholders
of GI. Mr. Zar owns and holds options to purchase shares of the common stock of
GI, and is a participant in several of its employee benefit plans. Mr. Zar is
expected to receive shares of Common Stock in the Distribution and to become a
participant in various employee benefit plans of the Registrant after the
Distribution.
Item 6: Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection with specified
actions, suits, or proceedings whether civil, criminal, administrative, or
investigative (other than action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such action, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement, or
otherwise.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
II - 4
<PAGE>
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Article Sixth of the Certificate of Incorporation of the Registrant which
will be in effect at the time of the Distribution will provide that directors of
the Registrant shall not, to the fullest extent permitted by the DGCL, be liable
to the Registrant or any of its stockholders for monetary damages for any breach
of fiduciary duty as a director. The Certificate of Incorporation of the
Registrant will also provide that if the DGCL is amended to permit further
elimination or limitation of the personal liability of directors, then the
liability of the directors of the company shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.
The Registrant has entered, or will enter, into agreements to indemnify its
directors and officers in addition to the indemnification provided for in its
Certificate of Incorporation and By-Laws. These agreements, among other things,
indemnify the Registrant's directors and officers to the fullest extent
permitted by Delaware law for certain expenses (including attorney's fees),
liabilities, judgments, fines and settlement amounts incurred by such person
arising out of or in connection with such person's service as a director or
officer of the Registrant or an affiliate of the Registrant.
The Registrant will maintain directors' and officers' liability insurance
which will provide for payment, on behalf of the directors and officers thereof
and its subsidiaries, of certain losses of such persons (other than matters
uninsurable under law) arising from claims, including claims arising under the
Act, for acts or omissions by such persons while acting as directors or officers
thereof and/or its subsidiaries, as the case may be.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4.1 Form of Amended and Restated Certificate of Incorporation (attached as
Annex A to the Proxy Statement-Prospectus included in Registrant's
Registration Statement on Form S-4 (File No. 333-23935)
(the "Form S-4"))*/
4.2 Form of Amended and Restated By-Laws (attached as Annex D to the Proxy
Statement-Prospectus included in the Form S-4)*/
4.3 Form of Common Stock Certificate (filed as Exhibit 4.1 to the Form
S-4)*/
4.4 Form of Rights Agreement (filed as Exhibit 4.3 to the Form S-4)*/
5.1 Opinion of Keith A. Zar, Esq.
II - 5
<PAGE>
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Keith A. Zar, Esq. (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature pages).
- --------------------------
*/ Incorporated by reference (File No. 333-23935).
The Registrant will submit or has submitted the Plans and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner, and has made
or will make all changes required by the IRS in order to qualify the Plans under
Section 401 of the Internal Revenue Code.
Item 9: Undertakings
Rule 415 Offering.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
(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 (i) and (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 by the Registrant with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
II - 6
<PAGE>
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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the annual report of the
Registrant or of a Plan pursuant to Section 13(a) or 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.
Form S-8 Registration Statement.
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II - 7
<PAGE>
SIGNATURES
The Registrant. 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 Chicago, Illinois, on June 20, 1997.
NEXTLEVEL SYSTEMS, INC.
By: /s/RICHARD S. FRIEDLAND
-----------------------
Richard S. Friedland
Chairman and Chief Executive Officer
II - 8
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Richard S. Friedland, Charles T.
Dickson, Thomas A. Dumit, and Keith A. Zar, and each of them, as his true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, including any and all amendments, and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies, approves and confirms all that his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Signature Title Date
/s/RICHARD S. FRIEDLAND Chairman and Chief Executive June 20, 1997
- --------------------------- Officer (Principal Executive
Richard S. Friedland Officer) and Director
/s/CHARLES T. DICKSON Vice President and Chief Financial June 20, 1997
- ------------------------ Officer (Principal Financial
Charles T. Dickson Officer)
/s/PAUL J. BERZENSKI Vice President and Controller June 20, 1997
- --------------------- (Principal Accounting Officer)
Paul J. Berzenski
/s/FRANK M. DRENDEL Director June 20, 1997
- --------------------
Frank M. Drendel
Director
- ---------------------
Theodore J. Forstmann
II - 9
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Committee appointed under the Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on June 20, 1997.
NEXTLEVEL SYSTEMS, INC. SAVINGS PLAN
By: GENERAL INSTRUMENT CORPORATION EMPLOYEE BENEFITS
INVESTMENT COMMITTEE
By: /s/Keith A. Zar
---------------
Keith A. Zar, Committee Member
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Committee appointed under the Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on June 20, 1997.
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
By: GENERAL INSTRUMENT CORPORATION, EMPLOYEE BENEFITS
INVESTMENT COMMITTEE
By: /s/Keith A. Zar
---------------
Keith A. Zar, Committee Member
II - 10
<PAGE>
INDEX TO EXHIBITS
=================== --------------------------------------- ====================
Exhibit Description of Exhibit Sequentially
Number Numbered Page
=================== --------------------------------------- ====================
4.1 Form of Amended and Restated Certificate
of Incorporation (attached as Annex A to
the Proxy Statement-Prospectus included
in Registrant's Registration Statement on
Form S-4 (File No. 333-23935)(the
"Form S-4"))*/
=================== --------------------------------------- ====================
4.2 Form of Amended and Restated By-Laws
(attached as Annex D to the Proxy
Statement-Prospectus included in the
Form S-4)*/
=================== --------------------------------------- ====================
4.3 Form of Common Stock Certificate
(filed as Exhibit 4.1 to the Form S-4)*/
=================== --------------------------------------- ====================
4.4 Form of Rights Agreement (filed as
Exhibit 4.3 to the Form S-4)*/
=================== ------------------------------ -------- ====================
5.1 Opinion of Keith A. Zar, Esq........... II - 12
=================== --------------------------------------- ====================
23.1 Consent of Deloitte & Touche LLP....... II - 14
=================== --------------------------------------- ====================
23.2 Consent of Keith A. Zar, Esq. (included
in Exhibit 5.1)
=================== ======================================= ====================
24.1 Powers of Attorney (included on the
signature pages).......................
=================== ======================================= ====================
- --------------------------
*/ Incorporated by reference (File No. 333-23935).
II - 11
<PAGE>
June 20, 1997
General Instrument Corporation
8770 West Bryn Mawr Avenue
Suite 1300
Chicago, Illinois 60631
NextLevel Systems, Inc.
8770 West Bryn Mawr Avenue
Suite 1300
Chicago, Illinois 60631
Ladies and Gentlemen:
I have acted as counsel to NextLevel Systems, Inc. (the "Company"), in
connection with Registration Statements on Form S-8 (each, a "Form S-8
Registration Statement") being filed on or about the date of this opinion with
the Securities and Exchange Commission to register under the Securities Act of
1933 (i) an aggregate of up to 7,200,000 shares of the common stock, par value
$.01 per share (the "Shares"), of the Company in to be offered and sold pursuant
to the NextLevel Systems, Inc. Savings Plan and the General Instrument (Puerto
Rico), Inc. Savings Plan (collectively, the "Savings Plans") and (ii) an
indeterminate number of interests of participation which may be issued pursuant
to the Savings Plans (the "Plan Interests").
In rendering this opinion, I have examined and am familiar with the
Company's Registration Statement on Form S-4 (File No. 333-23935), as amended to
date (the "Form S-4"), and the corporate records of the Company, including its
Certificate of Incorporation, its form of Amended and Restated Certificate of
Incorporation filed as Exhibit 3.1 to the Form S-4 (the "Amended and Restated
Certificate") which is to be in effect prior to any sale of the Shares, its
By-Laws, minutes of the meetings of its Board of Directors, consents of its sole
stockholder, and such other documents which I have deemed relevant or necessary
as the basis for this opinion.
In examining documents executed by parties other than the Company or
the Parent, I have assumed that such parties had the power, corporate or
otherwise, to enter into and to perform their respective obligations thereunder
and have also assumed the due authorization, execution and delivery by such
parties of such documents and the validity and binding effect thereof. I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals and the conformity to authentic original documents
of all documents submitted to me as copies.
II - 12
<PAGE>
NextLevel Systems, Inc.
June 20, 1997
Page 2
Based upon and subject to the foregoing, it is my opinion that the
Shares that will be originally issued pursuant to, and in accordance with, each
Plan following the filing of the Amended and Restated Certificate with the
Secretary of State of the State of Delaware will be validly issued, fully paid
and non-assessable and that the Plan Interests, when issued in accordance with
the terms of the applicable Savings Plan, will be validly issued.
I consent to the reference to my name in, and to the filing of this
opinion as an exhibit to, each Registration Statement.
Very truly yours,
/s/Keith A. Zar
---------------
Keith A. Zar
General Counsel
II - 13
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
NextLevel Systems, Inc. on Form S-8 of our report relating to the Communications
Business of General Instrument Corporation dated February 3, 1997 (February 28,
1997 as to Note 17), appearing in the Registration Statement on Form S-4 (File
No. 333-23935) of NextLevel Systems, Inc. and to the reference to us as experts
in Part II, Item 3 of this Registration Statement.
/s/Deloitte & Touche LLP
- --------------------------
Deloitte & Touche LLP
Chicago, Illinois
June 18, 1997
II - 14
