As filed with the Securities and Exchange Commission on April 20, 1994
Registration No. 33-________________
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________
GENERAL DATACOMM INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 06-0853856
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1579 Straits Turnpike, Middlebury, Connecticut 06762-1299
(Address of principal executive offices)
1991 Stock Option Plan
(Full title of the plan)
HOWARD S. MODLIN, Weisman, Celler, Spett & Modlin,
445 Park Avenue, New York, New York 10022, (212) 371-5400
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Share Price Fee
Common Stock, par 650,000 $12.50 (1) $8,125,000 $2,801.72
value $.10 per share
______________
(1) Estimated pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee on the basis of
the average high/low price on April 15, 1994 on the New York
Stock Exchange, Inc.
Rule 429: The prospectus contained herein is a combined prospectus
with Registration Nos. 33-53150 and 33-62716.
GENERAL DATACOMM INDUSTRIES, INC.
1991 STOCK OPTION PLAN
Cross Reference Sheet Between Items
of Form S-8 and Prospectus
Item Required by Form S-8 Caption in Prospectus
1. Plan Information Cover Page;
1991 Stock Option Plan;
Federal Income Tax Consequences
2. Registrant Information Available Information
and Employee Plan Annual
Information
PROSPECTUS
GENERAL DATACOMM INDUSTRIES, INC.
1579 Straits Turnpike
Middlebury, Connecticut 06762-1299
203-574-1118
1991 Stock Option Plan
1,900,000 Shares of Common Stock, $.10 par value
This prospectus relates to the offering by General DataComm
Industries, Inc. (the "Corporation") of the shares of Common
Stock covered hereby to employees of the Corporation and its
subsidiaries as may be granted options to purchase shares
pursuant to its 1991 Stock Option Plan which is described herein.
Certain of the optionees may, from time to time, sell or
otherwise dispose of some or all of the shares of Common Stock
which may be acquired by them. Certain of the resales or other
dispositions may be made pursuant to this Prospectus, but others
may be made by employees who are deemed to be "affiliates" of the
Corporation within the meaning of the Securities Act of 1933, as
amended, and such persons may effect such resales only pursuant
to a separate prospectus or an appropriate exemption from
registration.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 20, 1994.
THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
<PAGE> 2
No person has been authorized by the Corporation to give any
information or to make any representation not contained in this
Prospectus in connection with the offer made hereby, and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Corporation.
Neither the delivery of this Prospectus nor any sales made
hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Corporation
since the date hereof.
TABLE OF CONTENTS
REGISTRATION STATEMENT. . . . . . . . . . . . . . . . . . . . 2
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 3
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 4
1991 STOCK OPTION PLAN. . . . . . . . . . . . . . . . . . . . 4
FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . 7
DESCRIPTION OF CAPITAL STOCK. . . . . . . . . . . . . . . . . 9
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . .11
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . .11
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .11
REGISTRATION STATEMENT
General DataComm Industries, Inc. (the "Corporation") has
filed with the Securities and Exchange Commission, Washington,
D.C., Registration Statements (hereinafter, as amended to date,
referred to as the "Registration Statements") on Form S-8 (File
Nos. 33-53150,33-62716 and 33- ) under the Securities Act of
1933, as amended, in respect of 1,900,000 shares of the
Corporation's Common Stock, $.10 par value, subject to
adjustment, which may be purchased from time to time pursuant to
stock options issued to key employees, including officers and
directors who are employees of the Corporation and its
subsidiaries under the Corporation's 1991 Stock Option Plan (the
"1991 Plan"). For further information with respect to the
Corporation and the securities offered by this Prospectus,
reference is made to the Registration Statements and the exhibits
filed as a part thereof.
The statements made about the 1991 Plan in this Prospectus
are summaries of certain provisions of the 1991 Plan, a copy of
which is an exhibit to this Registration Statement. Reference is
made to the 1991 Plan for complete statements of such provisions,
and such summaries are qualified in their entirety by such
reference.
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<PAGE> 3
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934 and in accordance
therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the Commission in Washington, D.C. at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549; in New York City
at 75 Park Place, 14th Floor, New York, New York 10007; and in
Chicago at Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can
also be obtained from the Public Reference Section of the
Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Corporation will
provide at the written or oral request without charge at its
principal office in Middlebury, Connecticut to each person to
whom this Prospectus is delivered a copy of any or all of the
information that has been incorporated by reference. All such
requests should be directed to the Corporation at its principal
office, P.O. Box 1299, Middlebury, Connecticut 06762-1299,
Attention: Vice President, Finance, or by telephone (203)
574-1118. The Corporation's Common Stock is listed and traded on
the New York Stock Exchange, Inc. and the above material is also
available for inspection at such Exchange, 20 Broad Street, New
York, New York 10005.
The following documents, filed with the Securities and
Exchange Commission, as stated above (Commission File No.
1-8086), are hereby incorporated by reference in this Prospectus:
1. The Corporation's annual report on Form 10-K for the
year ended September 30, 1993.
2. The Corporation's proxy statement dated December 6, 1993
with respect to its annual meeting of shareholders held on
February 3, 1994.
3. The Corporation's quarterly report on Form 10-Q for the
quarter ended December 31, 1993.
All documents filed by the Corporation after the date of
this Prospectus pursuant to Sections 13, 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to the registration statement of which
this Prospectus constitutes a part which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
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<PAGE> 4
GENERAL INFORMATION
The Corporation, the executive offices of which are located
at Middlebury, Connecticut 06762-1299, is the issuer of the
Common Stock, $.10 par value covered by the Registration
Statement and being offered by this Prospectus. The
Corporation's telephone number is (203) 574-1118.
Any optionee who may be deemed an affiliate of the
Corporation, as defined in Rule 405 issued under the Securities
Act of 1933, as amended ("Securities Act"), must utilize an
exemption, including Rule 144, from the registration provisions
of the Securities Act to sell shares received pursuant to the
exercise of an option unless a separate prospectus is in effect.
1991 STOCK OPTION PLAN
Purpose and Eligibility
The 1991 Plan was adopted by the stockholders in 1992 for
the purpose of enabling the Corporation and its subsidiaries to
provide an inducement to attract and keep able and qualified key
employees, including officers and directors who are employees, by
the grant of incentive and non-statutory stock options up to a
maximum of 625,000 shares. The 1991 Plan was amended by the
stockholders at the 1993 and 1994 Annual Meetings to authorize
625,000 and 650,000 additional shares, respectively. The
granting of options is determined by the Chairman of the Board of
the Corporation who administers the 1991 Plan as to all persons,
other than employees subject to Section 16 of the Securities
Exchange Act of 1934 ("Exchange Act") who are generally executive
officers, and reports to the Board of Directors the names of
those granted options, the number of shares covered by each
option, the applicable option prices and the type of option. The
Stock Option Committee of the Board of Directors reports to the
Board of Directors with respect to the names of employees subject
to Section 16 of the Exchange Act who are granted stock options,
the number of shares covered by each such option, the applicable
option prices and the types of options. The Chairman of the
Board, or the Stock Option Committee, as the case may be, subject
to the provisions of the 1991 Plan, has sole discretion to
determine the employees to whom options shall be granted, the
number of shares to be subject to each option and the increments
by which such granted options are exercisable. In making such
determination, the Chairman of the Board or the Stock Option
Committee, as the case may be, considers in his or their opinion
those employees who perform services of special importance to the
management, operation and development of the business of the
Corporation, provided that no employee whose basic salary before
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<PAGE> 5
bonuses or incentive payments is less than $20,000 per year shall
be eligible to receive an option. There is no limitation with
respect to the number of shares that are subject to grant of
option to any one employee, except no optionee may be granted
incentive stock options resulting in shares becoming exercisable
for the first time in any calendar year having an aggregate fair
market value in excess of $100,000. It is presently expected
that approximately 1,250 employees will be eligible to receive
options under the 1991 Plan.
Shares Available and Exercise of Options
The 1991 Plan provides for options to purchase an aggregate
of 1,900,000 shares of Common Stock of the Corporation. Such
amount is subject to appropriate adjustment in the event of
changes in the outstanding Common Stock of the Corporation by
reason of stock dividends or splits in excess of 5% in any one
year, mergers, consolidations, exchanges or reorganizations.
The stock options granted under the 1991 Plan are intended
to be either "incentive stock options" within the meaning of
Section 422A of the Internal Revenue Code of 1986, as amended,
("Code") or non-statutory stock options. The 1991 Plan provides
that the option price of incentive stock options shall not be
less than the fair market value of the stock at the time the
option is granted, except that if the optionee would own more
than 10% of the outstanding shares of Common Stock of the
Corporation (and other voting securities, if any) if the options
were exercised, the exercise price of the options shall not be
less than 110% of the fair market value on the date of grant;
that each option granted is exercisable, in whole or in part,
from time to time during the term thereof as may be determined by
the Chairman of the Board or the Stock Option Committee, as the
case may be, and stated in the option, commencing one (1) year
after the date of grant of the option; and that the options
expire unless exercised on or before ten (10) years from the date
of grant (five (5) years with respect to incentive stock options
if the optionee would own more than 10% of the outstanding
stock).
The option price of non-statutory stock options shall be the
fair market value of the stock at the time of grant or such
lesser price as determined by the Chairman of the Board or the
Stock Option Committee, as the case may be. The term of each
non-statutory stock option shall be for a period not exceeding
ten (10) years from the date of grant. If an optionee holds more
than one (1) incentive or non-statutory stock option, such
options may be exercised by the optionee in any order.
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<PAGE> 6
Options are exercised by the payment in cash or delivery of
Common Stock of the Corporation valued at the market price for
such shares at the time of exercise.
As of March 31, 1994, 1,036,597 options have been granted
under the 1991 Plan to 197 employees at an average exercise
price of $7.19, and 863,403 options remain available for grant.
Options may not be granted under the 1991 Plan after December 4,
2001.
Limitations in Participation
Options are not transferable other than by will or by the
laws of descent and distribution. If an optionee becomes
permanently and totally disabled or dies while employed by the
Corporation, the option granted to the optionee may be exercised
only within one (1) year following the date of such permanent and
total disability or death, by the optionee in the case of such
disability and by the person or persons to whom the optionee's
rights under the option shall pass by the optionee's will or the
laws of descent and distribution in the case of death, to the
extent of the following schedule, but in no event after the
expiration of the term of the option:
<TABLE>
<CAPTION>
Time from Grant of Option
Percentage
From To (the end of) Exercisable
<S> <C> <C>
1 Day 12 Months 33%
12 Months 24 months 67%
Over 24 Months 100%
</TABLE>
If an optionee ceases to be employed by the Corporation for
any reason other than death or disability, he or she may, but
only within the three (3) months following such cessation of
employment, exercise his or her option to the extent that the
optionee was entitled to exercise it at the date of such
cessation, unless the optionee was discharged for cause. If an
optionee is discharged for cause, or the optionee fails to give
reasonable notice of termination of employment, such option
terminates on the date of such discharge and the optionee
forfeits any and all rights which may have accrued prior thereto.
Modification
The Board of Directors may at any time, or from time to
time, without further stockholder approval, suspend, terminate or
amend the 1991 Plan in such respects as it shall deem advisable
in order that options shall be "incentive stock options" as
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<PAGE> 7
defined in Section 422A of the Code, or to conform to any change
in the law, or in any other respects which shall not change:
(a) the maximum number of shares for which options may be
granted under the 1991 Plan; or
(b) the provisions relating to the determination of
employees to whom options may be granted.
FEDERAL INCOME TAX CONSEQUENCES
Tax Aspects - Non-Statutory Stock Options
Messrs. Weisman, Celler, Spett & Modlin, legal counsel to
the Corporation, have advised that under existing Treasury
regulations with respect to non-statutory stock options, (i) an
optionee will not realize taxable income upon the grant of an
option; (ii) the difference between the option price and the fair
market value of the shares on the date of exercise is taxable as
ordinary income to the optionee at the time of exercise and is
allowable to the Corporation, as an income tax deduction; (iii)
the ordinary income to the optionee will be treated as
compensation to the optionee which is subject to income tax
withholding by the Corporation; (iv) the optionee will take a
basis in the shares equal to the sum of the option price plus the
amount of his or her ordinary income; and (v) any gain or loss on
a subsequent sale of the shares, which will equal the difference
between the sales proceeds and the optionee's basis in the
shares, will be capital gain or loss at the time of sale.
Tax Aspects - Incentive Stock Options
The Corporation has been advised by such legal counsel that
the federal income tax consequences of incentive stock options
under present law are generally as follows: if an option is an
incentive stock option, the optionee will recognize no income
upon grant or exercise of such option and the Corporation will
not be allowed a deduction for federal tax purposes as it would
in the case of a non-statutory stock option. Upon a sale of the
shares by the optionee (assuming that the sale occurs no sooner
than two years after grant of the option and one year after
exercise of the option), any gain will be capital gain to the
optionee. If the optionee fails to hold the shares for the
foregoing period, the disposal is treated as a disqualifying
disposition. The gain on such disposition is ordinary income to
the optionee to the extent of the difference between the option
price and the fair market value of the shares on the date of
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<PAGE> 8
exercise and any excess is long-term or short-term capital gain
depending upon the holding period. In such event, the
Corporation will be entitled to an income tax deduction equal to
the ordinary income amount to the optionee.
In order for an option to qualify as an incentive stock
option, (i) the option must be granted pursuant to a plan which
includes the aggregate number of shares which may be issued under
options and the employees (or class of employees) eligible to
receive options; (ii) such option is granted within ten (10)
years from the date such plan is adopted, or the date such plan
is approved by the stockholders, whichever is earlier; (iii) the
option must be exercised while the optionee is an employee of the
Corporation or a subsidiary of the Corporation, or no more than
three (3) months after the optionee's employment ceases (twelve
(12) months in the case of termination following the optionee's
total disability); (iv) the option may not by its terms be
exercisable after the expiration of ten (10) years from the date it
is granted; (v) the option price must not be less than the fair
market value of the stock at the time such option is granted;
(vi) the option plan must be approved by the stockholders within
twelve (12) months after the date such plan is adopted; (vii) the
option by its terms is non-transferable other than upon death of
the optionee and is exercisable only by the optionee during his
or her lifetime; (viii) if the optionee owns more than 10% of the
voting power of all classes of the Corporation's stock at the
time the option is granted, the option price must be at least
110% of the fair market value on the date of grant and the option
may not be exercised after five (5) years from the date of grant;
and (ix) under the terms of the plan, the aggregate fair market
value, determined at time of grant, of stock for which an
employee may exercise incentive stock options for the first time
in any calendar year under all plans cannot exceed $100,000.
For purposes of determining the alternative minimum tax, the
spread between the fair market value of the stock on the exercise
date of an incentive stock option and the option price is no
longer an item of tax preference. Rather, the spread is added to
taxable income as an adjustment for purposes of computing the
"alternative minimum tax" and also increases the basis of the
stock for "alternative minimum tax" purposes.
Employee Retirement Income Security Act of 1974
The 1991 Plan is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974 or of Section
401(a) of the Code.
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DESCRIPTION OF CAPITAL STOCK
Common Stock
The shares of Common Stock are entitled to one (1) vote per
share on all matters submitted to stockholders. They are also
entitled to vote separately as a class (as are the shares of
Class B Stock described below) on all matters requiring an
amendment to the Corporation's Certificate of Incorporation, as
well as on mergers, consolidations and certain other significant
transactions for which stockholder approval is required under
Delaware law. Holders of the Common Stock do not have preemptive
rights or cumulative voting rights.
Dividends on the Common Stock will be paid if, and when,
declared. The Common Stock is entitled to cash dividends which
are 11.11% higher per share than the cash dividends which may be
paid on the Class B Stock, but otherwise the Common Stock and the
Class B Stock rank equally. The Corporation has never paid cash
dividends, and such dividends are not permitted by the Corporation's
principal loan agreement. Stock dividends on and stock splits of
Common Stock will only be payable or made in shares of Common
Stock.
The Common Stock is entitled upon liquidation to receive the
entire net assets of the Corporation remaining after payment of
all debts and other claims of creditors and after the holders of each
series of Preferred Stock, if any, have been paid the preferred
liquidating distribution on their shares, if any, as fixed by the
Board of Directors of the Corporation. The Common Stock is not
convertible into shares of any other equity security of the
Corporation.
The Common Stock is freely transferable.
Class B Stock
The shares of Class B Stock are entitled to one (1) vote per share
on all matters submitted to stockholders, except that they are entitled
to ten (10) votes per share in the election of directors under certain
circumstances. They are also entitled to vote separately as a class
(as are the shares of Common Stock) on all matters requiring an amendment
to the Corporation's Certificate of Incorporation, as well as on mergers,
consolidations and certain other significant transactions for which
stockholder approval is required under Delaware law. Holders of the
Class B Stock do not have preemptive rights or cumulative voting rights.
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<PAGE> 10
Dividends on the Class B Stock will be paid only as and when
dividends on the Common Stock are declared and paid. The Common Stock
is entitled to cash dividends which are 11.11% higher per share than
the cash dividends which may be paid on the Class B Stock, but otherwise
the Common Stock and the Class B Stock rank equally. Stock dividends
on and stock splits of Class B Stock will only be payable or made in
shares of Class B Stock.
In the event of liquidation or insolvency, each share of
Class B Stock will be entitled, through conversion into Common
Stock, to share ratably with the Common Stock in the assets
remaining after payment of all debts and other claims of
creditors, subject to the rights of any Preferred Stock which may
be issued in the future.
Holders of Class B Stock may elect at any time to convert
any or all of such shares back into shares of the Common Stock on
a share-for-share basis. In the event that the number of
outstanding shares of Class B Stock falls below 5% of the
aggregate number of issued and outstanding shares of Common Stock
and Class B Stock, or the Board of Directors and a majority of
the outstanding shares of Class B Stock approve the conversion of
all of the Class B Stock into Common Stock, then immediately upon
the occurrence of either event, the shares of the Class B Stock
will automatically be converted into shares of Common Stock. In
the event of such conversion, certificates formerly representing
outstanding shares of Class B Stock will thereafter be deemed to
represent a like number of shares of Common Stock.
The Class B Stock is not transferable except to certain
family members and related entities.
Special Voting Requirements
The Corporation's Certificate of Incorporation, as presently
in effect, contains a provision requiring a two-thirds vote on
mergers, consolidations or a sale of substantially all of the
Corporation's assets. It also contains a "fair price" provision
requiring all stockholders to receive equal treatment in the
event of a takeover which may be coercive; such provision may not
be amended except by a four-fifths vote of the stockholders and
may be considered to have the effect of discouraging tender
offers, takeover attempts, acquisitions or business combinations
involving the Corporation; and such provision also requires that
business combinations involving the Corporation and certain
"Acquiring Persons" (i.e., a person or entity which directly or
indirectly owns or controls at least 5% of the voting stock of
the Corporation) be approved by the holders of four-fifths of the
Corporation's outstanding shares entitled to vote (other than
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<PAGE> 11
shares held by an Acquiring Person with which or by or on whose
behalf a business combination is proposed) unless such business
combination either:
(1) has been authorized by the Board of Directors prior to
the time that the Acquiring Person involved in such business
combination became an Acquiring Person; or
(2) will result in the receipt by the other stockholders of
a specified minimum amount and form of payment for their shares.
Preferred Stock
The Preferred Stock may be issued in one or more series from
time to time by action of the Board of Directors. The shares of
any series of Preferred Stock may be convertible into Common
Stock, may have priority over the Common Stock and Class B Stock
in the payment of dividends and as to the distribution of assets
in the event of liquidation, dissolution or winding up of the
Corporation and may have preferential or other voting rights, in
each case, to the extent, if any, determined by the Board of
Directors at the time it creates the series. There are no shares
of Preferred Stock outstanding.
LEGAL MATTERS
The legality of the shares offered by this Prospectus has
been passed upon by Messrs. Weisman, Celler, Spett, & Modlin, 445
Park Avenue, New York, New York 10022. As of March 31, 1994,
members of the firm of Weisman, Celler, Spett, & Modlin
beneficially owned 6,750 shares of the Class B Stock of the
Corporation. Howard S. Modlin, a member of such firm, is
Secretary and a director of the Corporation.
EXPERTS
The consolidated financial statements and financial
statement schedules of the Corporation as of September 30, 1993
and 1992 and for the years ended September 30, 1993, 1992
and 1991, incorporated by reference in this Prospectus, have been
incorporated herein in reliance upon the report of Coopers &
Lybrand, independent certified public accountants, given on the
authority of that firm as experts in accounting and auditing.
INDEMNIFICATION
The Corporation's Certificate of Incorporation authorizes
the indemnification of directors and officers and the purchase of
insurance on behalf of such persons against liability asserted
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<PAGE> 12
against them in such capacity or arising out of such status. The
Corporation maintains an insurance policy covering its directors
and officers against certain losses. Section 145 of the General
Corporation Law of Delaware permits or requires indemnification
of officers and directors in the event that certain statutory
standards of conduct are met.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Corporation pursuant to the foregoing
provisions, or otherwise, the Corporation has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
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FORM S-8
PART II: UNDERTAKINGS AND OTHER INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
See Prospectus, "Available Information," page 3 and
"Description of Capital Stock," page 9.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
The consolidated financial statements and financial
statement schedules of the Corporation as of September 30, 1993
and 1992 and for the years ended September 30, 1993, 1992 and
1991, incorporated by reference in this Registration Statement,
have been incorporated herein in reliance upon the report of
Coopers & Lybrand, independent certified public accountants,
given on the authority of that firm as experts in accounting and
auditing.
Item 6. Indemnification of Directors and Officers
Reference is made to Article Tenth of the registrant's
Restated Certificate of Incorporation filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1988, which is incorporated by reference for information
concerning indemnification of directors and officers. Section
145 of the General Corporation Law of Delaware permits or
requires indemnification of officers and directors in the event
that certain statutory standards of conduct are met. However,
reference is made to Item 9(d) with respect to indemnification
for liabilities arising under the Securities Act.
Under an insurance policy with The Chubb Group of Companies,
the directors and certain officers of the undersigned registrant
and its subsidiaries are indemnified against certain losses
arising from certain claims which may be made against such
persons, by reason of their being such directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
II-1
<PAGE> 14
Item 8. List of Exhibits
10. (a) 1991 Stock Option Plan (Incorporated by reference to
Exhibit A to Proxy Statement dated December 6, 1993).
(b) Incentive Stock Option Agreement (Incorporated by
reference to Exhibit 10(b) to Registration Statement
No. 33-53150).
(c) Non-Statutory Stock Option Agreement (Incorporated by
reference to Exhibit 10(c) to Registration Statement
No. 33-53150).
13. Registrant's Annual Report to Stockholders for 1993
(Furnished for the information of the Commission only
and not deemed "filed as part of the Registration
Statement" except for the portions thereof which are
specifically incorporated herein by reference, and
incorporated by reference to Exhibit 13 to Form 10-K
for the fiscal year ended September 30, 1993).
24. Consents
(a) Coopers & Lybrand
Item 9. Undertakings
(a) 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 prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and (iii)
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement, provided, however, that clauses (i) and
(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this
Registration Statement.
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<PAGE> 15
(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 registration statement relating to
the securities offered herein 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 undersigned registrant hereby undertakes that for
the purpose of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13 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.
(c) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the Prospectus to each employee to
whom the Prospectus is sent or given, a copy of the registrant's
latest annual report to stockholders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act, unless such employee otherwise has received a copy of such
report in which case the registrant shall state in the Prospectus
that it will promptly furnish without charge a copy of such
report on written request of the employee, and where interim
financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the Prospectus, to deliver the
latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such financial
information.
(d) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the undersigned registrant pursuant to the
foregoing provisions, or otherwise, the undersigned registrant
has been advised that in the opinion of the Securities and
Exchange 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 undersigned registrant in the
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<PAGE> 16
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 undersigned 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.
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<PAGE> 17
SIGNATURES
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
the Town of Middlebury, State of Connecticut, on the 20th day of
April, 1994.
GENERAL DATACOMM INDUSTRIES, INC.
By:___________________________________
Charles P. Johnson
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
_____________________ Chairman of Board and April 20, 1994
Charles P. Johnson Chief Executive Officer
____________________ Vice President-Finance April 20, 1994
William S. Lawrence and Chief Financial
Officer
____________________ Corporate Controller April 20, 1994
William G. Henry and Principal
Accounting Officer
____________________ Director April 20, 1994
Howard S. Modlin
____________________ Director April 20, 1994
Frederick R. Cronin
____________________ Director April 20, 1994
Lee M. Paschall
____________________ Director April 20, 1994
John L. Segall
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<PAGE> 18
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8, relating to the 1991 Stock
Option Plan of General DataComm Industries, Inc. and Consolidated
Subsidiaries in the prospectus included therein, of our report
dated October 21, 1993, except as to the information presented in
Notes 2 and 5 of the "Notes to Consolidated Financial Statements,"
for which the dates are November 24, 1993 and November 30, 1993,
respectively, on our audits of the consolidated financial statements
and financial statement schedules of General DataComm Industries, Inc.
and Subsidiaries as of September 30, 1993, 1992 and 1991, which
report is included in the 1993 Annual Report on Form 10-K. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND
Stamford, Connecticut
April 20, 1994
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