<PAGE> 1
As filed with the Securities and Exchange Commission on August 18, 1999
Registration No. 333-33399
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GENERAL INSTRUMENT CORPORATION
(FORMERLY NEXTLEVEL SYSTEMS, INC.)
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-4134221
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
101 Tournament Drive
Horsham, Pennsylvania 19044
(215) 323-1000
------------------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)
GENERAL INSTRUMENT CORPORATION AMENDED and RESTATED
1997 LONG-TERM INCENTIVE PLAN
(formerly NEXTLEVEL SYSTEMS, INC. 1997 LONG-TERM INCENTIVE PLAN)
----------------------------------------------------------------
(Full title of the plan)
Robert A. Scott
Senior Vice President, General Counsel and Secretary
101 Tournament Drive
Horsham, Pennsylvania 19044
----------------------------------------------------
(Name and address of agent for service)
(215) 323-1000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
================================================================================
<PAGE> 2
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, the Registration Statement on Form S-8 filed on or
about the date hereof in connection with the 1999 Plan.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form S-8, File No. 333-33399, is
incorporated herein by reference.
I-1
<PAGE> 4
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 Post
Effective Amendment No. 1 to the Registration Statement on Form S-8 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
------------------------------------
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 Post Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<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
- ---------------------------------------
John Seely Brown
/s/ Frank M. Drendel Director August 18, 1999
- ---------------------------------------
Frank M. Drendel
/s/ Lynn Forester Director August 18, 1999
- ---------------------------------------
Lynn Forester
/s/ Alex J. Mandl Director August 18, 1999
- ---------------------------------------
Alex J. Mandl
/s/ Dan Schaefer Director August 18, 1999
- ---------------------------------------
Dan Schaefer
</TABLE>
