As filed with the Securities and Exchange Commission on December 19, 1997
REGISTRATION NO. ______________
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 Identification No.)
of incorporation or organization)
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Address of Principal Executive Offices, including Zip Code)
GE STOCK-BASED COMPENSATION AND INCENTIVE PLAN
FOR INDEPENDENT CONTRACTORS
ELANO CORPORATION 401(K) SAVINGS PLAN
ELANO CORPORATION PROFIT SHARING PLAN
ELANO CORPORATION MONEY PURCHASE PENSION PLAN
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
MIDDLE RIVER AIRCRAFT SYSTEMS SALARIED 401(K) PLAN
MIDDLE RIVER AIRCRAFT SYSTEMS HOURLY 401(K) PLAN
(Full titles of the Plans)
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 following the effectiveness of this registration statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE TITLE OF PLAN REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION
REGISTERED FEE
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common GE Stock-Based 2,000,000 shares $75.8125 $151,625,000.00 $44,729.375
Stock, $0.16 Compensation and
par value Incentive Plan for
Independent Contractors
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common Elano Corporation 401(k) 200,000 shares $75.8125 $15,162,500.00 $4,472.9375
Stock, $0.16 Savings Plan
par value(3)
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common Elano Corporation Profit 300,000 shares $75.8125 $22,743,750.00 $6,709.4063
Stock, $0.16 Sharing Plan
par value (3)
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common Elano Corporation Money 500,000 shares $75.8125 $37,906,250.00 $11,182.3438
Stock, $0.16 Purchase Pension Trust
par value (3)
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common 1996 Stock Option Plan 700,000 shares $75.8125 $53,068,750.00 15,655.28125
Stock, $0.16 for Non-Employee Directors
par value
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common Middle River Aircraft 1,000,000 shares $75.8125 $75,812,500.00 $22,364.6875
Stock, $0.16 Systems Salaried 401(k)
par value (3) Plan
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common Middle River Aircraft 1,000,000 shares $75.8125 $75,812,500.00 $22,364.6875
Stock, $0.16 Systems Hourly 401(k)
par value (3) Plan
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
TOTAL 5,700,000 shares $75.8125 $432,131,250.00 $127,478.72
- --------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
</TABLE>
(1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) Calculated pursuant to Rule 457(c), based on the average of the high and
low prices for the Common Stock on the New York Stock Exchange Composite
Tape for December 16, 1997.
(3) 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 certain of the employee benefit plans
described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
General Electric Company (the "Company") by this reference hereby incorporates
into this Registration Statement the following documents filed by the Company:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1997.
3. The Company's Current Reports on Form 8-K dated April 28, 1997 and October
31, 1997. 4. The description of the Company's Common Stock contained in the
Registration Statement on Form S-4 (File No. 333-30845), including any
amendment filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to 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 a part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6 of the Company's Certificate of Incorporation, 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.
Article XI of the Company'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 involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including 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, 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 determined 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 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 Incorporation, by-laws, agreement, vote of
shareholders or disinterested 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.
ITEM 8. EXHIBITS.
See Exhibit Index.
The registrant will submit or has submitted the Elano Corporation 401(k) Savings
Plan, the Elano Corporation Profit Sharing Plan, the Elano Corporation Money
Purchase Pension Trust, the Middle River Aircraft Systems Salaried 401(k) Plan
and the Middle River Aircraft Systems Hourly 401(k) Plan and any amendments
thereto to the Internal Revenue Service in a timely manner and has made or will
make all changes required by the IRS in order to qualify the plans.
ITEM 9. UNDERTAKINGS.
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 event 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;
(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, Form S-8, or Form F-3, 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 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.
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.
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
as 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.
EXPERTS
The financial statements of General Electric Company and consolidated affiliates
as of December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, appearing in General Electric Company's Annual
Report on Form 10-K for the year ended December 31, 1996, 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.
<PAGE>
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 for the GE Stock-Based Compensation and Incentive Plan for Independent
Contractors, the Elano Corporation 401(k) Savings Plan, the Elano Corporation
Profit Sharing Plan, the Elano Corporation Money Purchase Pension Plan, the
Middle River Aircraft Systems Salaried 401(k) Plan, the Middle River Aircraft
Systems Hourly 401(k) Plan and the 1996 Stock Option Plan for Non-Employee
Directors on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Fairfield, State of Connecticut, on December 19,
1997.
GENERAL ELECTRIC COMPANY
By: *DENNIS D. DAMMERMAN
Senior Vice President-Finance
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 date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*Dennis D. Dammerman Senior Vice President-Finance
Principal Financial Officer
/S/ PHILIP D. AMEEN Vice President and Comptroller
Philip D. Ameen Principal Accounting Officer December 19, 1997
*John F. Welch, Jr. Chairman of the Board of Directors
Principal Executive Officer
*James I. Cash, Jr. Director
*Silas S. Cathcart Director
*Paolo Fresco Director
*Claudio X. Gonzalez Director
*Gertrude G. Michelson Director
*Eugene F. Murphy Director
*Sam Nunn Director
*John D. Opie Director
*Frank H. T. Rhodes Director
*Douglas A. Warner III Director
</TABLE>
A Majority of the Board of Directors
*By: Philip D. Ameen, Attorney-in-Fact
SIGNATURES - ELANO PLANS
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Dayton, State of Ohio, on
December 18, 1997.
Elano Corporation 401(k) Savings Plan
Elano Corporation Profit Sharing Plan
Elano Corporation Money Purchase Pension Plan
By: William H. Ellinger, Plan Administrator
<PAGE>
SIGNATURES - LMT SUB INC. PLANS
Middle River Aircraft Systems Salaried 401(k) Plan
Middle River Aircraft Systems Hourly 401(k) Plan
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Cincinnati, State of
Ohio, on December 19, 1997.
By: Joseph R. Mays, Jr.
on behalf of the Committee
<PAGE>
EXHIBIT INDEX
Exhibit 5 Opinion of Robert E. Healing*
Exhibit 23(a): Consent of KPMG Peat Marwick LLP*
Exhibit 23(b): Consent of Robert E. Healing (included in Exhibit 5)*
Exhibit 24(a): Power of Attorney of certain Officers and Directors of GE*
*Filed electronically herewith
EXHIBIT 5
December 19, 1997
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
RE: OPINION OF COUNSEL
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 an aggregate of 5,700,000 shares of Common Stock,
$0.16 par value (the "Shares"), which are to be offered and sold by the Company
through the following plans: the GE Stock-Based Compensation and Incentive Plan
for Independent Contractors, the Elano Corporation 401(k) Savings Plan, the
Elano Corporation Profit Sharing Plan, the Elano Corporation Money Purchase
Pension Plan, the Middle River Aircraft Systems Salaried 401(k) Plan, the Middle
River Aircraft Systems Hourly 401(k) Plan and the 1996 Stock Option Plan for
Non-Employee Directors (collectively, the "Plans").
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
Plans, will be legally issued, fully paid and non-assessable shares of Common
Stock of the Company.
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.
Very truly yours,
Robert E. Healing
EXHIBIT 23(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 7, 1997 relating to
the statement of financial position of General Electric Company and consolidated
affiliates as of December 31, 1996 and 1995 and the related statements of
earnings and cash flows for each of the years in the three-year period ended
December 31, 1996, and the related schedule, which report appears in the
December 31, 1996 annual report on Form 10-K of General Electric Company.
We also consent to the reference to our firm under the heading "Experts" in the
Registration Statement.
KPMG Peat Marwick LLP
Stamford, Connecticut
December 19, 1997
EXHIBIT 24(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 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, any
amendments thereto, and all post-effective amendments and supplements to such
registration statement, for the registration of securities in connection with
the GE Stock-Based Compensation and Incentive Plan for Independent Contractors,
the Elano Corporation 401(k) Savings Plan, the Elano Corporation Profit Sharing
Plan, the Elano Corporation Money Purchase Pension Plan, the 1996 Stock Option
Plan for Non-Employee Directors, and two plans for the employees of Middle River
Aircraft Systems division of LMT Sub Inc., in such form(s) 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 19th day of December, 1997.
John F. Welch, Jr. Dennis D. Dammerman
Chairman of the Board Senior Vice President -
(Principal Executive Finance (Principal
Officer and Director) Financial Officer and Director)
<PAGE>
- ------------------------
James I. Cash, Jr.
Director
- ------------------------
Silas S. Cathcart
Director
- ------------------------
Paolo Fresco
Director
- ------------------------
Claudio X. Gonzalez
Director
- ------------------------
Gertrude G. Michelson
Director
- ------------------------
Eugene F. Murphy
Director
- ------------------------
Sam Nunn
Director
- ------------------------
John D. Opie
Director
- ------------------------
Frank H. T. Rhodes
Director
- ------------------------
Douglas A. Warner III
Director
A MAJORITY OF THE BOARD OF DIRECTORS
