As filed with the Securities and Exchange Commission on March 25, 1996
Registration No. 33---------
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Address of Principal Executive Offices, including Zip Code)
ROPER EMPLOYEE VOLUNTARY STOCK OWNERSHIP PLAN
(Full title of the Plan)
________________________
Robert E. Healing
Corporate Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Name and address of agent for service)
(203) 373-2243
(Telephone number, including area code, of agent for service)
_________________________
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement
<TABLE>
CALCULATION OF
REGISTRATION FEE
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
unit<F2> price<F2>
<S> <C> <C> <C> <C>
Common Stock, 300,000 $77.3750 $23,212,500 $8005.00
0.32 par value shares<F1>
<FN>
<F1> Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
<F2> Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan herein described.
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
General Electric Company ("GE") and the Roper Employee Voluntary Stock
Ownership Plan (the "Plan"), hereby incorporate by reference into this
Registration Statement the contents of the Form S-8 Registration Statement filed
on behalf of GE and the Plan on September 23, 1992 (File No. 33-49053).
EXPERTS
The financial statements of General Electric Company and consolidated
affiliates as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, appearing in General Electric
Company's Annual Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference herein, have been incorporated herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1995 financial statements refers to a change in 1993 in the method
of accounting for postemployment benefits.
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 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 Fairfield, State of Connecticut, on March 15, 1996.
GENERAL ELECTRIC COMPANY
By:/s/ Philip D. Ameen
-----------------------------------
Title: Vice President and Comptroller
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.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Augusta, State of Georgia, on
the 25th day of March, 1996.
ROPER EMPLOYEE VOLUNTARY STOCK
OWNERSHIP PLAN
/s/ Earl F. Jones, Committee Member
*
____________________________________
Charles B. Rickerd, Committee Member
*
____________________________________
Philip J. Sebes, Committee Member
*
____________________________________
Edmond S. Carpenter, Committee Member
*By /s/ Earl F. Jones, Attorney-in-Fact
March 25, 1996
Signature Title Date
- --------- ----- -----
/s/ Philip D. Ameen (Principal Ac- March 15, 1996
Vice President and counting Offi-
Comptroller cer)
John F. Welch, Jr.* Chairman of
Board of Direc-
tors (Principal
Executive Officer)
Dennis D. Dammerman* Senior Vice
President -
Finance (Prin-
cipal Financial
Officer)
D. Wayne Calloway* Director
Silas S. Cathcart* Director
Paolo Fresco* Director
Claudio X. Gonzalez* Director
Robert E. Mercer* Director
Gertrude G. Michelson* Director
John D. Opie* Director
Barbara Scott Preiskel* Director
Andrew C. Sigler* Director
Douglas A. Warner III* Director
A majority of the Board of Directors
*By /s/ Philip D. Ameen
-------------------
Philip D. Ameen
Attorney-in-Fact
March 15, 1996
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
Exhibit 5: Opinion of Robert E. Healing.*
Exhibit 24(a): Consent of KPMG Peat Marwick LLP.*
Exhibit 24(b): Consent of Robert E. Healing
(included in Exhibit 5).*
Exhibit 25(a): Power of Attorney of certain
officers and directors of GE.*
Exhibit 25(b): Power of Attorney of certain members
of the Plan Committee*
_____________________________________________
* Filed electronically herewith
</TABLE>
Exhibit 5
March 25, 1996
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Re: Registration of Additional Shares for Roper Employee Voluntary Stock
Ownership Plan
Gentlemen:
This opinion is furnished in connection with the registration
by General Electric Company (the "Company") pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities
Act of 1933 as amended (the "1933 Act"), of 300,000 shares of Common Stock,
$0.32 par value (the "Shares"), which are to be offered and sold through
the Roper Employee Voluntary Stock Ownership Plan (the "Plan") of the
Company's wholly-owned subsidiary, Roper Corporation.
As Corporate Counsel of the Company, I am of the opinion, based
upon my familiarity with the affairs of the Company and upon my examination
of the law and pertinent documents, that the Shares, when issued and sold
pursuant to the Plan, will be validly issued, fully paid and non-assessable
shares of Common Stock of the Company except as provided by Section 630 of
the New York Business Corporation Law.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as an Exhibit to the
Registration Statement with respect to the Shares under the 1933 Act. In
giving this consent, I do not admit that I am acting within the category of
persons whose consent is required under Section 7 of the 1933 Act and the
rules and regulations of the Commission thereunder.
Very truly yours,
Robert E. Healing
Exhibit 24(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of General Electric Company of our report dated February 9, 1996
relating to the statement of financial position of General Electric Company
and consolidated affiliates as of December 31, 1995 and 1994 and the
related statements of earnings and cash flows for each of the years in the
three-year period ended December 31, 1995, and the related schedule, which
report appears in the December 31, 1995 annual report on Form 10-K of
General Electric Company. Our report refers to a change in 1993 in the
Company's method of accounting for postemployment benefits.
We also consent to the reference to our firm under the heading "Experts" in
the Registration Statement.
KPMG Peat Marwick LLP
Stamford, Connecticut
March 20, 1996
Exhibit 25(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer of General Electric Company, a New York corporation
(the "Company"), hereby constitutes and appoints John F. Welch, Jr.,
Benjamin W. Heineman, Jr., Dennis D. Dammerman, and Philip D. Ameen and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or
her name, place and stead in any and all capacities, to sign one or more
Registration Statements, amendments thereto, post-effective amendments and
supplements to such Registration Statements under the Securities Act of
1933, as amended, on Form S-8 or such other form as such attorneys-in-fact,
or any of them, may deem necessary or desirable, for the registration of
securities in connection with the Roper Employee Voluntary Stock Ownership
Plan in such forms as they or any one of them may approve, and to file the
same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done to
the end that such Registration Statement or Registration Statements shall
comply with the Securities Act of 1933, as amended, and the applicable
Rules and Regulations adopted or issued pursuant thereto, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them or their substitute or resubstitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or
her hand this 15th day of March, 1996.
/s/John F. Welch, Jr. /s/Dennis D. Dammerman
Chairman of the Board Senior Vice President -
(Principal Executive Finance (Principal
Officer and Director) Financial Officer and Director)
/s/ Philip D. Ameen
Vice President and Comptroller
(Principal Accounting Officer)
(Page 1 of 2)
<PAGE>
/s/ John D. Opie
Director
/s/ D. Wayne Calloway
Director
/s/ Silas S.Cathcart /s/ Barbara S. Preiskel
Director Director
/s/ Paolo Fresco
Director
/s/ Claudio X. Gonzales /s/ Andrew C. Sigler
Director Director
/s/ Robert E. Mercer /s/ Douglas A. Warner III
Director Director
/s/Gertrude G. Michelson
Director
A MAJORITY OF THE BOARD OF DIRECTORS
(Page 2 of 2)
Exhibit 25(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned members
of the Roper Employee Voluntary Stock Ownership Plan Committee (the "Commit
tee") do hereby constitute and appoint Earl F. Jones as our true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for us and in our name, place and stead, to sign a
Registration Statement on Form S-8 with respect to the Plan, and or any and
all amendments (including post-effective amendments) to said Registration
Statement, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing which said
attorney-in-fact and agent deems necessary or advisable to enable the Plan
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
connection with said Registration Statement, as fully to all intents and
purposes as we might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
WITNESS the signatures of the following persons in their
capacities as members of the Committee and on the dates indicated:
March 25, 1996 /s/ Charles B.
Rickerd
March 25, 1996 /s/ Philip J.
Sebes
March 25, 1996 /s/ Edmond S.
Carpenter
