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As filed with the Securities and Exchange Commission on August 18, 1999
Registration No. 333-**
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL INSTRUMENT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 36-4134221
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
101 Tournament Drive
Horsham, Pennsylvania 19044
(215) 323-1000
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(Address of Principal Executive Offices, including Zip Code)
GENERAL INSTRUMENT CORPORATION 1999 LONG-TERM INCENTIVE PLAN
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(Full title of the plan)
Robert A. Scott
Senior Vice President, General Counsel and Secretary
101 Tournament Drive
Horsham, Pennsylvania 19044
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(Name and address of agent for service)
(215) 323-1000
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(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE(1)
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1)(2) per share (3) offering price (3) registration fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share,
and related preferred stock
purchase rights 15,000,000 $43.9375 $659,062,500 $183,219.38
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</TABLE>
(1) This Registration Statement is also deemed, pursuant to Instruction E
to Form S-8, to relate to 560,056 shares previously registered on Form
S-8 (File No. 333-33399) in connection with a predecessor plan, with
respect to which a fee of $2,784.78 has been paid.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
the number of shares being registered shall be adjusted to include any
additional shares that may be issuable as a result of stock splits,
stock dividends or similar transactions in accordance with the
anti-dilution provisions of the General Instrument Corporation 1999
Long-Term Incentive Plan.
(3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee
based upon the average of the high and low sales prices for a share of
Common Stock on August 12, 1999, as reported on the New York Stock
Exchange.
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EXPLANATORY NOTES
BACKGROUND
On July 25, 1997, NextLevel Systems, Inc. was spun-off from its former
parent company, General Instrument Corporation ("Parent") through a distribution
of NextLevel's shares to the then stockholders of the Parent. After this
distribution, the Parent changed its corporate name to General Semiconductor,
Inc. Effective February 2, 1998, NextLevel Systems, Inc. changed its corporate
name to General Instrument Corporation (the "Company").
PRIOR FORM S-8 FILING
A total of 23,155,562 shares of Common Stock of the Company were
registered by a Registration Statement on Form S-8, File No. 333-33399, to be
issued in connection with its Amended and Restated 1997 Long-Term Incentive Plan
(the "1997 Plan"). On May 25, 1999, the stockholders of the Company approved the
General Instrument Corporation 1999 Long-Term Incentive Plan (the "1999 Plan").
A total of 560,056 shares of Common Stock of the Company that were registered in
connection with the 1997 Plan have not been issued under the 1997 Plan and are
now available for issuance under the 1999 Plan. Pursuant to Instruction E to
Form S-8 and the telephonic interpretation of Securities and Exchange Commission
contained in the Division of Corporation Finance's Manual of Publicly-Available
Telephone Interpretations (July 1997), these 560,056 shares are carried forward
to, and deemed covered by, this Registration Statement on Form S-8 in connection
with the 1999 Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Introductory Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
General Instrument Corporation (the "Company") incorporates herein by
reference the following documents as filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's latest annual report ("Annual Report"),
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Annual Report; and
(c) The description of the Company's Common Stock, par value
$.01 per share (the "Common Stock") contained in the Registration
Statement on Form 8-A, filed by the Company with the Commission on
April 24, 1997, as amended, to register such securities under the
Exchange Act.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered hereby 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 filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the securities being registered
hereby have been passed upon by Robert A. Scott, Esq., Senior Vice President,
General Counsel and Secretary of the Company. Mr. Scott is paid a salary by, and
is a participant in various employee benefit plans of, the Company. Mr. Scott
beneficially owns Common Stock and has options to purchase Common Stock of the
Company.
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
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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
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 Restated Certificate of Incorporation of the
Company provides that directors of the Company shall not, to the fullest extent
permitted by the DGCL, be liable to the Company or any of its stockholders for
monetary damages for any breach of fiduciary duty as director. The Certificate
of Incorporation of the Company also provides 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 Company has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in its Restated
Certificate of Incorporation and Amended and Restated By-Laws. These agreements,
among other things, indemnify the Company's directors and officers to the
fullest extent permitted by Delaware law for certain expenses (including
attorneys' 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 Company or an affiliate of the Company.
The Company 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
Securities 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.
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ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
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4 - General Instrument Corporation 1999 Long-Term Incentive Plan.(1)
5.1 - Opinion of Robert A. Scott, Esq.
23.1 - Consent of Robert A. Scott, Esq. (included as part of Exhibit
5.1 hereto).
23.2 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney (included as part of the signature page of
this Registration Statement).
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(1) Incorporated by reference to Annex A to the Company's Proxy Statement
filed with the Commission on April 14, 1999.
ITEM 9. UNDERTAKINGS.
(a) The Company 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, as amended (the "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. 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) any deviation from the low or high end of the
estimated maximum offering range may be reflected in the from of
prospectus filed with the Commission pursuant to Rule 424(b) of the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% 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) of this section 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
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
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(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.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report 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.
(c) 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 foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 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 Company 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 Town of Horsham, Commonwealth of Pennsylvania on the
18th day of August, 1999.
GENERAL INSTRUMENT CORPORATION
By: /s/ Edward D. Breen
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Edward D. Breen
Chairman of the Board, President and
Chief Executive Officer
Each person whose signature appears below hereby authorizes, appoints
and constitutes Robert A. Scott and Eric M. Pillmore, and each of them singly,
his/her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to execute and cause to be filed with the Commission, any and all
amendments or post-effective amendments to this Registration Statement, with
exhibits thereto and other documents in connection therewith, as the Company
deems appropriate, and he/she hereby ratifies and confirms all that said
attorneys-in-fact or any of them, or their substitutes, may lawfully do or cause
to be done in connection therewith.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Edward D. Breen Chairman of the Board, President August 18, 1999
- ------------------------------------- and Chief Executive Officer
Edward D. Breen (Principal Executive Officer)
/s/ Eric M. Pillmore Senior Vice President, Finance and August 18, 1999
- ------------------------------------- Chief Financial Officer (Principal
Eric M. Pillmore Financial Officer)
/s/ Marc E. Rothman Vice President, Financial Planning August 18, 1999
- ------------------------------------- and Controller (Principal
Marc E. Rothman Accounting Officer)
/s/ John Seely Brown Director August 18, 1999
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John Seely Brown
/s/ Frank M. Drendel Director August 18, 1999
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Frank M. Drendel
/s/ Lynn Forester Director August 18, 1999
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Lynn Forester
/s/ Alex J. Mandl Director August 18, 1999
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Alex J. Mandl
/s/ Dan Schaefer Director August 18, 1999
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Dan Schaefer
</TABLE>
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Registration on Form S-8
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page
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<S> <C> <C>
4 - General Instrument Corporation 1999 Long-Term Incentive Plan.1/
5.1 - Opinion of Robert A. Scott, Esq.
23.1 - Consent of Robert A. Scott, Esq. (included as part of Exhibit
5.1 hereto).
23.2 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney (included as part of the signature page of
this Registration Statement.
</TABLE>
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1/ Incorporated by reference to Annex A to the Company's Proxy Statement
filed with the Commission on April 14, 1999.
<PAGE> 1
Exhibit 5.1
[Letterhead of Robert A. Scott, Esq.]
August 16, 1999
General Instrument Corporation
101 Tournament Drive
Horsham, PA 19044
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of General
Instrument Corporation, a Delaware corporation (the "Company"). I have acted as
counsel for the Company in connection with the Registration Statement on Form
S-8 relating to the registration of 15,560,056 shares (the "Shares") of Common
Stock, par value $0.01 per share, of the Company (including 560,056 shares
registered but not issued under the General Instrument Corporation Amended and
Restated 1997 Long-Term Incentive Plan (formerly Next Level Systems, Inc. 1997
Long Term Incentive Plan)), which may be issued pursuant to the General
Instrument Corporation 1999 Long-Term Incentive Plan (the "Plan").
I or members of my staff have examined originals or certified, conformed or
reproduction copies of the Restated Certificate of Incorporation and the Amended
and Restated By-laws of the Company, the Plan and such other documents, records
and certificates of public officials and officers of the Company as I have
considered appropriate to render the opinion set forth below.
Based on the foregoing and subject to the limitations and qualifications set
forth herein, I am of the opinion that the issuance of the Shares pursuant to
the Plan has been duly authorized and that the Shares, when issued, delivered
and paid for in the manner described in the Plan, will be validly issued, fully
paid and non-assessable.
My opinions contained herein relate solely to the Delaware General Corporation
Law, and I express no opinion concerning the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not hereby admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
Robert A. Scott
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
General Instrument Corporation on Form S-8 of our reports dated February 9,
1999, appearing in the Annual Report on Form 10-K of General Instrument
Corporation for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
August 18, 1999
