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As filed with the Securities and Exchange Commission on April 4, 1995
Registration No. 33-35922
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
REGISTRATION STATEMENT
ON
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
New York 14-0689340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Address and zip code of principal executive offices)
GE 1990 LONG TERM INCENTIVE PLAN
(Full title of the plan)
BENJAMIN W. HEINEMAN, JR.
Senior Vice President, General Counsel and Secretary
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431
(203) 373-2459
(Name, address and telephone numbers, including
area code, of agent for service)
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This registration statement (the "Registration Statement") relates to
36,000,000 shares of common stock, $0.32 par value (the "Common Stock"), of
General Electric Company (the "Registrant" or the "Company") which may be
offered and sold from time to time pursuant to the GE 1990 Long Term
Incentive Plan (the "Plan"). Pursuant to Rule 416(a), the number of
securities registered shall be adjusted to include any additional
securities which may become issuable as a result of stock splits, stock
dividends or similar transactions in accordance with the adjustment
provisions of the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
Omitted as permitted pursuant to Rule 428 and Form S-8.
Item 2. REGISTRANT INFORMATION.
Omitted as permitted pursuant to Rule 428 and Form S-8.
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II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed by the Registrant with the
Securities and Exchange Commission is incorporated by reference in this
Registration Statement:
The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
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 Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Regis
tration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
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Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES.
The Common Stock is registered under the Securities Exchange
Act of 1934, as amended, and listed on the New York and Boston Stock
Exchanges and on various foreign exchanges.
Set forth below is a description of the Common Stock. The
following statements are summaries of, and are subject to the detailed
provisions of, the Registrant's Restated Certificate of Incorporation, as
amended, and By-laws, as amended, and to the relevant provisions of the New
York Business Corporation Law.
The Registrant currently is authorized to issue up to
2,200,000,000 shares of Common Stock, par value $0.32 per share. The
Registrant is also authorized to issue up to 50,000,000 shares of preferred
stock, par value $1.00 per share, in series, but has not issued any such
shares. If such shares are issued, the Registrant's Board of Directors may
fix the designation, relative rights, preferences and limitations of the
shares of each series.
Dividends may be paid on the Common Stock out of funds legally
available therefor, when and if declared by the Registrant's Board.
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Holders of the Common Stock are entitled to share ratably therein and in
assets available for distribution on liquidation, dissolution or winding
up, subject, if preferred stock of the Registrant is then outstanding, to
any preferential rights of such preferred stock. Each share of the Common
Stock entitles the holder thereof to one vote at all meetings of share
owners, and such votes are noncumulative. The Common Stock is not
redeemable, has no subscription or conversion rights and does not entitle
the holder thereof to any preemptive rights.
Item 5. INTERESTS OF NAMED EXPERTS.
The financial statements and financial statement schedule of
General Electric Company and consolidated affiliates as of December 31,
1994 and 1993, and for each of the years in the three-year period ended
December 31, 1994, appearing in General Electric Company's Annual Report on
Form 10-K for the year ended December 31, 1994, have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, also incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick LLP refers to changes in 1993 in
the Company's methods of accounting for postemployment benefits and for
investments in certain securities.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ARTICLE XI of the Registrant's By-laws, as amended, provides as
follows:
A. The Company shall, to the fullest extent permitted by
applicable law as the same exists or may hereafter be in
effect, indemnify any person who is or was or has agreed to
become a director or officer of the Company and who is or was
made or threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, in
cluding an action by or in the right of the Company to procure
a judgment in its favor and an action by or in the right of any
other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or
other enterprise, which such person is serving, has served or
has agreed to serve in any capacity at the request of the
Company, by reason of the fact that he or she is or was or has
agreed to become a director or officer of the Company, or is or
was serving or has agreed to serve such other corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines,
amounts paid or to be paid in settlement, taxes or penalties,
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and costs, charges and expenses, including attorney's fees,
incurred in connection with such action or proceeding or any
appeal therein; provided, however, that no indemnification
shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer
establishes that (i) his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so
adjudicated, or (ii) he or she personally gained in fact a
financial profit or other advantage to which he or she was not
legally entitled. The benefits of this Paragraph A shall
extend to the heirs and legal representatives of any person
entitled to indemnification under this paragraph.
B. The Company may, to the extent authorized from time to time by
the Board of Directors, or by a committee comprised of members
of the Board or members of management as the Board may
designate for such purpose, provide indemnification to
employees or agents of the Company who are not officers or
directors of the Company with such scope and effect as deter
mined by the Board, or such committee.
C. The Company may indemnify any person to whom the Company is
permitted by applicable law to provide indemnification or the
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advancement of expenses, whether pursuant to rights granted
pursuant to, or provided by, the New York Business Corporation
Law or other rights created by (i) a resolution of
shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being
expressly intended that these By-laws authorize the creation of
other rights in any such manner. The right to be indemnified
and to the reimbursement or advancement of expenses incurred in
defending a proceeding in advance of its final disposition
authorized by this Paragraph C shall not be exclusive of any
other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of In
corporation, By-laws, agreement, vote of shareholders or disin
terested directors or otherwise.
D. The right to indemnification conferred by Paragraph A shall,
and any indemnification extended under Paragraph B or Paragraph
C may, be retroactive to events occurring prior to the adoption
of this Article XI, to the fullest extent permitted by
applicable law.
E. This Article XI may be amended, modified or repealed either by
action of the Board of Directors of the Company or by the vote
of the shareholders.
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Pursuant to the statutes of the State of New York, a director
or officer of a corporation is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him in connection with the defense of a civil
or criminal proceeding to which he has been made, or has been threatened to
be made, a party by reason of the fact that he was such director of
officer. In certain circumstances, indemnity is provided against
judgments, fines and amounts paid in settlement. In general,
indemnification is not available where the director or officer has been
adjudged to have breached his or her duty to the corporation or where he or
she did not act in good faith. Specific court approval is required in some
cases. The foregoing statement is subject to the detailed provisions of
Sections 715, 717 and 721-726 of the New York Business Corporation Law.
Section 6 of the Company's Restated Certificate of Incor
poration, as amended, provides as follows:
A person who is or was a director of the corporation shall have
no personal liability to the corporation or its shareholders
for damages for any breach of duty in such capacity except that
the foregoing shall not eliminate or limit liability where such
liability is imposed under the Business Corporation Law of the
State of New York.
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The directors and officers of the Company are insured under
directors' and officers' liability insurance policies purchased by the
Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4 The Registrant's Restated Certificate of Incorporation, as
amended (incorporated by reference to Exhibit 3 to the
Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 28, 1994).
5 Opinion (and consent) of Benjamin W. Heineman, Jr. as to the
legality of the shares being registered.*
23(a) Consent of counsel (see Exhibit 5 above).*
23(b) Consent of independent auditors, KPMG Peat Marwick LLP.**
24 Power of Attorney.***
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99 GE 1990 Long Term Incentive Plan (incorporated by reference to
Exhibit A to the Registrant's Proxy Statement for its Annual
Meeting of Share Owners held on April 25, 1990).
________________________
* Filed electronically on July 20, 1990 as Exhibit 5 to the original
Registration Statement.
** Filed electronically herewith.
*** Filed under cover of EDGAR Form SE on July 19, 1990 as Exhibit 25 to
the original Registration Statement.
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;
(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; and
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(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) do
not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(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.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Fairfield, State of Connecticut, on the 31st day of March, 1995.
GENERAL ELECTRIC COMPANY
By: Dennis D. Dammerman
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Senior Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
John F. Welch, Jr.* Principal Executive
- ------------------------ Officer and Director
Chairman of the Board
and Chief Executive
Officer
Dennis D. Dammerman
- ------------------------ Principal Financial March 31, 1995
Senior Vice President Officer and Director
- - Finance
Philip D. Ameen
- ------------------------ Principal Accounting March 31, 1995
Vice President and Officer
Comptroller
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SIGNATURE TITLE
H. Brewster Atwater, Jr.* Director
Silas S. Cathcart* Director
Henry H. Henley, Jr.* Director
Robert E. Mercer* Director
Barbara Scott Preiskel* Director
Frank H. T. Rhodes* Director
Andrew C. Sigler* Director
A Majority of the Board of Directors
*By: Dennis D. Dammerman
----------------------------
(Attorney-in-Fact)
Dated: March 31, 1995
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EXHIBIT INDEX
Exhibit
Number
4 The Registrant's Restated Certificate of Incorporation, as
amended (incorporated by reference to Exhibit 3 to the
Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 28, 1994).
5 Opinion (and consent) of Benjamin W. Heineman, Jr. as to the
legality of the shares being registered.*
23(a) Consent of counsel (see Exhibit 5 above).*
23(b) Consent of independent auditors, KPMG Peat Marwick LLP.**
24 Power of Attorney.***
99 GE 1990 Long Term Incentive Plan (incorporated by reference to
Exhibit A to the Registrant's Proxy Statement for its Annual
Meeting of Share Owners held on April 25, 1990).
_________________________
* Filed electronically on July 20, 1990 as Exhibit 5 to the original
Registration Statement.
** Filed electronically herewith.
*** Filed under cover of EDGAR Form SE on July 19, 1990 as Exhibit 25 to
the original Registration Statement.
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Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of
General Electric Company:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of General Electric Company of our report included on page F-20 of
General Electric Company's Annual Report on Form 10-K for the year ended
December 31, 1994. Our report refers to changes in 1993 in the Company's
methods of accounting for postemployment benefits and for investments in
certain securities.
We also consent to the reference to our firm as "Experts" under Item 5 of
Part II of the Registration Statement.
KPMG Peat Marwick LLP
Stamford, Connecticut
March 31, 1995
