As filed with the Securities and Exchange Commission on November 20, 1998
Registration No. 333-65781
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
on Form S-8
to
Form S-4
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 Number)
of Incorporation or Organization)
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Stock Option Plan for Employees of
Marquette Electronics, Inc.
Marquette Electronics, Inc. Directors' (Non-Employee) Stock Option Plan
E For M 1991 Stock Option Plan
E For M 1991 Key Employee Stock Option Plan
(Full Titles of the Plans)
Robert E. Healing
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
(203) 373-2243
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
Attention: Thomas A. Cole
<PAGE>
INTRODUCTORY STATEMENT
General Electric Company, a New York corporation (the "Registrant"),
hereby amends its Registration Statement on Form S-4 (Registration No.
333-65781), effective October 16, 1998 (the "Form S-4"), by filing this
Post-Effective Amendment No. 1 on Form S-8 to the Form S-4, relating to 843,120
shares of Common Stock, par value $.16 per share, of the Registrant (the "Common
Stock") issuable in connection with the Amended and Restated Stock Option Plan
for Employees of Marquette Electronics, Inc., the Marquette Electronics, Inc.
Directors' (Non-Employee) Stock Option Plan, the E For M 1991 Stock Option Plan
and the E For M 1991 Key Employee Stock Option Plan (collectively, the "Plans").
On November 20, 1998, Marquette Medical Systems, Inc., a Wisconsin
corporation ("Marquette"), became a wholly-owned subsidiary of the Registrant
upon consummation of the merger (the "Merger") contemplated by the Agreement and
Plan of Merger dated as of September 20, 1998 (the "Merger Agreement") among the
Registrant, a wholly-owned subsidiary of the Registrant, and Marquette. Each
option (an "Outstanding Option") to purchase Common Shares, $.10 par value per
share, of Marquette ("Marquette Common Stock"), which was outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
pursuant to the Plans became an option to purchase the number of shares of
Common Stock, $.16 par value per share, of the Registrant ("Common Stock"),
decreased to the nearest whole share, determined by multiplying (i) the number
of shares of Marquette Common Stock subject to such Outstanding Option
immediately prior to the Effective Time by (ii) 0.508 (the "Exchange Ratio"), at
an exercise price per share of Common Stock (increased to the nearest whole
cent) equal to the exercise price per share of Marquette Common Stock
immediately prior to the Effective Time divided by the Exchange Ratio. Pursuant
to the Merger Agreement, on November 20, 1998, Marquette adopted certain
amendments to the Plans which impact the exercisability of the Outstanding
Options (copies of these amendments are filed as Exhibits 4.6 and 4.8 to this
Registration Statement). Except as provided in such amendments, each Outstanding
Option will otherwise be exercisable upon the same terms and conditions as were
applicable immediately prior to the Effective Time.
This Post-Effective Amendment relates to the offer and sale after the
Effective Time of Common Stock pursuant to and in accordance with the
Outstanding Options. This Post-Effective Amendment relates only to the 843,120
shares of Common Stock registered on the Form S-4 that will not be issued in the
Merger and that are issuable with respect to the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed (file number 1-00035) by the
Registrant with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended December 31,
1997;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998, respectively; and
3. The description of the Common Stock contained in the Registration Statement
on Form S-4 (Registration No. 333-65781) to which this Post-Effective
Amendment No. 1 relates under the caption "Description of GE Common Stock".
All reports and other documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the dates of filing of such reports and
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 Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 721 of the New York Business Corporation Law ("NYBCL") provides
that, in addition to indemnification provided in Article 7 of the NYBCL, a
corporation may indemnify a director or officer by a provision contained in the
certificate of incorporation or bylaws or by a duly authorized resolution of its
stockholders or directors or by agreement, provided that no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, had no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action, or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of (1) a threatened or pending action which is settled or otherwise disposed of,
or (2) any claim as to which such director or officer shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action was brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that indemnification by a corporation is mandatory in any case in which the
director or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director
or officer, indemnification may be awarded by a court to the extent authorized
under Section 722 and Section 723 of the NYBCL. Section 725 of the NYBCL
contains certain other miscellaneous provisions affecting the indemnification of
directors and officers.
Section 726 of the NYBCL authorizes a corporation to purchase and
maintain insurance to indemnify (1) a corporation for any obligation which it
incurs as a result of the indemnification of directors and officers under the
provisions of Article 7 of the NYBCL, (2) directors and officers in instances in
which they may be indemnified by a corporation under the provisions of Article 7
of the NYBCL, and (3) directors and officers in instances in which they may not
otherwise be indemnified by a corporation under such section, provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the New York State Superintendent of Insurance, for a retention
amount and for co-insurance.
Section 6 of the Restated Certificate of Incorporation, as amended, of
the Registrant provides in part as follows:
A person who is or was a director of the corporation shall
have no personal liability to the corporation or its
stockholders 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 bylaws, as amended, of GE provides, in part, as
follows:
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,
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.
The Registrant has purchased certain liability insurance for its
officers and directors as permitted by Section 727 of the NYBCL.
Item 7. Exemptions from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(a) The following is a list of Exhibits included as part of this
Registration Statement. Items marked with a single asterisk are filed herewith.
Items marked with a double asterisk were filed by the Registrant with the SEC on
October 16, 1998 with the Form S-4 to which this Post-Effective Amendment
relates.
4.1 The Certificate of Incorporation, as amended, and By-laws, as
amended, of General Electric Company are incorporated by reference to
Exhibit (3) of General Electric's Current Report on Form 8-K dated
April 28, 1997.
4.2 Amended and Restated Stock Option Plan for Employees of Marquette
Electronics, Inc. (filed as Exhibit 10.70 to Marquette Medical
Systems, Inc.'s Form 10-K for the fiscal year ended April 30, 1992
and incorporated herein by reference) (File No. 0-18724).
4.3 Amendment No. 1 to Amended and Restated Stock Option Plan for
Employees of Marquette Electronics, Inc. adopted September 10, 1998
(filed as Exhibit 10.15 to Marquette Medical Systems, Inc.'s Form
10-K for the fiscal year ended April 30, 1994 and incorporated herein
by reference) (File No. 0-18724).
4.4 Amendment No. 2 to Amended and Restated Stock Option Plan for
Employees of Marquette Electronics, Inc. adopted June 2, 1994 (filed
as Exhibit 10.16 to Marquette Medical Systems, Inc.'s Form 10-K for
the fiscal year ended April 30, 1994 and incorporated herein by
reference) (File No. 0-18724).
4.5 Amendment No. 3 to Amended and Restated Stock Option Plan for
Employees of Marquette Electronics, Inc. adopted May 21, 1996 (filed
as Exhibit 10.6 to Marquette Medical Systems, Inc.'s Form 10-K for
the fiscal year ended April 30, 1996 and incorporated herein by
reference) (File No. 0-18724).
*4.6 Amendment No. 4 to Amended and Restated Stock Option Plan for
Employees of Marquette Electronics, Inc. adopted November
20, 1998.
4.7 Marquette Electronics, Inc. Directors (non-employee) Stock Option
Plan adopted August 19, 1993 (filed as Exhibit 10.23 to Marquette
Medical Systems, Inc.'s Form 10-K for the fiscal year ended April 30,
1994 and incorporated herein by reference) (File No. 0-18724).
*4.8 Amendment No. 1 to Marquette Electronics, Inc. (non-employee) Stock
Option Plan adopted November 20, 1998.
4.9 E For M 1991 Stock Option Plan (filed as Exhibit 4.1 to Marquette
Medical Systems, Inc.'s Registration Statement on From S-8 filed on
February 13, 1996 (File No. 333-01334) and incorporated herein by
reference).
*4.10 Amendment No. 1 to E For M 1991 Stock Option Plan adopted on
November 20, 1998.
4.11 E For M 1991 Key Employee Stock Option Plan (filed as Exhibit 4.2 to
Marquette Medical Systems, Inc.'s Registration Statement on Form S-8
filed on February 13, 1996 (File No. 333-01334) and incorporated
herein by reference).
*4.12 Amendment No. 1 to E For M 1991 Key Employee Stock Option Plan
adopted on November 20, 1998.
*5.1 Opinion of Robert E. Healing, Corporate Counsel for General Electric
Company, as to the legality of the securities being registered.
*23.1 Consent of KPMG Peat Marwick LLP.
*23.2 Consent of Robert E. Healing (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
**24.1 Powers of Attorney.
(b) Not applicable.
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, as amended (the
"Securities Act");
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(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
with or furnished to the SEC by the Registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(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
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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC 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 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 City of Fairfield, State of Connecticut, on November 20,
1998.
GENERAL ELECTRIC COMPANY
By: Robert E. Healing
-------------------------
Name: Robert E. Healing
Title: Attorney-in-Fact
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.
<TABLE>
<CAPTION>
Name Capacity Date
<S> <C> <C>
*
- ----------------------------------- Chairman of the Board, Chief November 20, 1998
John F. Welch, Jr. Executive Officer and Director
(Principal Executive Officer)
*
- ----------------------------------- Vice Chairman of the Board, November 20, 1998
Eugene F. Murphy Executive Officer and Director
*
- ----------------------------------- Vice Chairman of the Board, November 20, 1998
John D. Opie Executive Officer and Director
*
- ----------------------------------- Senior Vice President Finance, November 20, 1998
Dennis D. Dammerman Chief Financial Officer and
Director (Principal Financial
Officer)
*
- ----------------------------------- Vice President and Comptroller November 20, 1998
Philip D. Ameen (Principal Accounting Officer)
*
- ----------------------------------- Director November 20, 1998
James I. Cash, Jr.
*
- ----------------------------------- Director November 20, 1998
Claudio X. Gonzales
*
- ----------------------------------- Director November 20, 1998
Andrea Jung
*
- ----------------------------------- Director November 20, 1998
Gertrude G. Michelson
*
- ----------------------------------- Director November 20, 1998
Sam Nunn
*
- ----------------------------------- Director November 20, 1998
Roger S. Penske
*
- ----------------------------------- Director November 20, 1998
Frank H.T. Rhodes
*
- ----------------------------------- Director November 20, 1998
Andrew C. Sigler
*
- ----------------------------------- Director November 20, 1998
Douglas A. Warner III
*By Robert E. Healing
----------------------
As Attorney-in-fact
<PAGE>
Exhibit Index
The following is a list of Exhibits included as part of this
Registration Statement. Items marked with a single asterisk are filed herewith.
Items marked with a double asterisk were filed by the Registrant with the SEC on
October 16, 1998 with the Form S-4 to which this Post-Effective Amendment
relates.
4.1 The Certificate of Incorporation, as amended, and By-laws, as amended, of
General Electric Company are incorporated by reference to Exhibit (3) of
General Electric's Current Report on Form 8-K dated April 28, 1997.
4.2 Amended and Restated Stock Option Plan for Employees of Marquette
Electronics, Inc. (filed as Exhibit 10.70 to Marquette Medical Systems,
Inc.'s Form 10-K for the fiscal year ended April 30, 1992 and incorporated
herein by reference) (File No. 0-18724).
4.3 Amendment No. 1 to Amended and Restated Stock Option Plan for Employees of
Marquette Electronics, Inc. adopted September 10, 1998 (filed as Exhibit
10.15 to Marquette Medical Systems, Inc.'s Form 10-K for the fiscal year
ended April 30, 1994 and incorporated herein by reference) (File No.
0-18724).
4.4 Amendment No. 2 to Amended and Restated Stock Option Plan for Employees of
Marquette Electronics, Inc. adopted June 2, 1994 (filed as Exhibit 10.16 to
Marquette Medical Systems, Inc.'s Form 10-K for the fiscal year ended April
30, 1994 and incorporated herein by reference) (File No. 0-18724).
4.5 Amendment No. 3 to Amended and Restated Stock Option Plan for Employees of
Marquette Electronics, Inc. adopted May 21, 1996 (filed as Exhibit 10.6 to
Marquette Medical Systems, Inc.'s Form 10-K for the fiscal year ended April
30, 1996 and incorporated herein by reference) (File No. 0-18724).
*4.6 Amendment No. 4 to Amended and Restated Stock Option Plan for Employees of
Marquette Electronics, Inc. adopted November 20, 1998.
4.7 Marquette Electronics, Inc. Directors (non-employee) Stock Option Plan
adopted August 19, 1993 (filed as Exhibit 10.23 to Marquette Medical
Systems, Inc.'s Form 10-K for the fiscal year ended April 30, 1994 and
incorporated herein by reference) (File No. 0-18724).
*4.8 Amendment No. 1 to Marquette Electronics, Inc. (non-employee) Stock
Option Plan adopted November 20, 1998.
4.9 E For M 1991 Stock Option Plan (filed as Exhibit 4.1 to Marquette Medical
Systems, Inc.'s Registration Statement on From S-8 filed on February 13,
1996 (File No. 333-01334) and incorporated herein by reference).
*4.10 Amendment No. 1 to E For M 1991 Stock Option Plan adopted on November 20,
1998.
4.11 E For M 1991 Key Employee Stock Option Plan (filed as Exhibit 4.2 to
Marquette Medical Systems, Inc.'s Registration Statement on Form S-8 filed
on February 13, 1996 (File No. 333-01334) and incorporated herein by
reference).
*4.12 Amendment No. 1 to E For M 1991 Key Employee Stock Option Plan adopted on
November 20, 1998.
*5.1 Opinion of Robert E. Healing, Corporate Counsel for General Electric
Company, as to the legality of the securities being registered.
*23.1 Consent of KPMG Peat Marwick LLP
*23.2 Consent of Robert E. Healing (included in the opinion filed as Exhibit 5.1
to this Registration Statement).
**24.1 Powers of Attorney.
</TABLE>
EXHIBIT 4.6
AMENDMENT NO. 4
TO AMENDED AND RESTATED STOCK OPTION PLAN
FOR EMPLOYEES OF MARQUETTE ELECTRONICS, INC.
The Amended and Restated Stock Option Plan for Employees of Marquette
Electronics, Inc., as amended, is hereby amended by adding the following Section
4.8 thereto:
"Section 4.8 Merger with Subsidiary of General Electric Company
Notwithstanding anything to the contrary contained in this Plan:
(a) At the "Effective Time" (as defined in Section
1.2 of the Agreement and Plan of Merger, dated as of September
20, 1998 (the "Merger Agreement"), among General Electric
Company ("GE"), Emerald Merger Corp. and the Company, each
Option which is outstanding immediately prior to the Effective
Time shall become and represent an Option (a "Substitute
Option") to purchase the number of shares of Common Stock, par
value $.16 per share, of GE ("GE Common Stock"), decreased to
the nearest whole share, determined by multiplying the number
of shares of Common Stock subject to such Option immediately
prior to the Effective Time by the Conversion Number (as
defined below), at an exercise price per share of GE Common
Stock, increased to the nearest whole cent, equal to the
exercise price per share of Common Stock subject to such
Option immediately prior to the Effective Time divided by the
Conversion Number. GE shall pay cash to holders of Substitute
Options in lieu of issuing fractional shares of GE Common
Stock upon the exercise thereof. The "Conversion Number" means
the number of shares of GE Common Stock into which each share
of Common Stock is converted as of the Effective Time,
determined in accordance with Section 1.5(c) of the Merger
Agreement. After the Effective Time, except as otherwise
expressly provided in this Section 4.8, each Substitute Option
shall be exercisable upon the same terms and conditions as
were applicable to the related Option immediately prior to the
Effective Time. After giving effect to the foregoing, no
Option shall be exercisable for Common Stock following the
Effective Time. The exercisability of Options shall not be
accelerated except as expressly provided in Section 4.8(b) or
(c) hereof. (b) Each Substitute Option which is outstanding on
the second anniversary of the Effective Time and not then
exercisable shall, subject to the terms of this Plan and the
agreement evidencing such Substitute Option, become fully
exercisable on and after the close of business on such second
anniversary of the Effective Time.
(c) Upon the termination of employment of a holder of
a Substitute Option by the Company without "Cause" (as defined
below) or due to death or disability, each Substitute Option
then held by such holder which is not then exercisable shall,
subject to the terms of this Plan and the agreement evidencing
such Substitute Option, become fully exercisable on the date
of such termination of employment. For purposes of this
Section 4.8(c), "Cause" shall mean conviction of a criminal
offense, theft, fraud, breach of trust, willful violation of
GE's integrity policies or refusal to perform services
properly assigned following notice and an opportunity to cure.
(d) The Committee shall have the authority to approve
specific agreements with Optionees which contain terms
regarding the exercisability of Options, including the
acceleration of the exercisability of Options, and terms
regarding the expiration of Options following an Optionee's
Termination of Employment and, in each such case, the terms of
such specific agreements shall govern such Options,
notwithstanding anything to the contrary contained in this
Plan.
In all other respects, each Substitute Option shall continue to be
subject to the terms and conditions of this Plan and the agreement
evidencing such Substitute Option."
EXHIBIT 4.8
AMENDMENT NO. 1
TO MARQUETTE ELECTRONICS, INC.
DIRECTORS' (NON-EMPLOYEE) STOCK OPTION PLAN
The Marquette Electronics, Inc. Directors' (Non-Employee) Stock Option Plan
is hereby amended by adding the following Section 7(d) thereto:
"(d) Notwithstanding anything to the contrary contained in this Plan:
(i) At the "Effective Time" (as defined in Section
1.2 of the Agreement and Plan of Merger, dated as of September
20, 1998 (the "Merger Agreement"), among General Electric
Company ("GE"), Emerald Merger Corp. and the Company, each
Option which is outstanding immediately prior to the Effective
Time shall become and represent an Option (a "Substitute
Option") to purchase the number of shares of Common Stock, par
value $.16 per share, of GE ("GE Common Stock"), decreased to
the nearest whole share, determined by multiplying the number
of Shares subject to such Option immediately prior to the
Effective Time by the Conversion Number (as defined below), at
an exercise price per share of GE Common Stock, increased to
the nearest whole cent, equal to the exercise price per Share
subject to such Option immediately prior to the Effective Time
divided by the Conversion Number. GE shall pay cash to holders
of Substitute Options in lieu of issuing fractional shares of
GE Common Stock upon the exercise thereof. The "Conversion
Number" means the number of shares of GE Common Stock into
which each Share is converted as of the Effective Time,
determined in accordance with Section 1.5(c) of the Merger
Agreement. After the Effective Time, except as otherwise
expressly provided in this Section 7(d), each Substitute
Option shall be exercisable upon the same terms and conditions
as were applicable to the related Option immediately prior to
the Effective Time. After giving effect to the foregoing, no
Option shall be exercisable for Shares following the Effective
Time.
(ii) Upon the cessation of service as a director of
the Company by each person who is a Non-Employee Director
immediately prior to the Effective Time, each Substitute
Option held by such person immediately following the Effective
Time which is not then exercisable in accordance with its
original vesting schedule shall continue to become exercisable
in accordance with such original vesting schedule as if the
service of such Non-Employee Director had not ceased.
In all other respects, each Substitute Option shall continue to be
subject to the terms and conditions of this Plan and the agreement
evidencing such Substitute Option."
EXHIBIT 4.10
AMENDMENT NO. 1
TO
E FOR M 1991 STOCK OPTION PLAN
The E For M Stock Option Plan is hereby amended by adding the following
Section 9(c) thereto:
"Section 9(c) Merger of Marquette Medical Systems, Inc. with Subsidiary of
General Electric Company
Notwithstanding anything to the contrary contained in this Plan:
(c)(i) At the "Effective Time" (as defined in Section
1.2 of the Agreement and Plan of Merger, dated as of September
20, 1998 (the "Merger Agreement"), among General Electric
Company ("GE"), Emerald Merger Corp. and Marquette Medical
Systems, Inc. ("Marquette"), each option which is outstanding
immediately prior to the Effective Time shall become and
represent an option (a "Substitute Option") to purchase the
number of shares of Common Stock, par value $.16 per share, of
GE ("GE Common Stock"), decreased to the nearest whole share,
determined by multiplying the number of common shares, par
value $.10 per share, of Marquette (the "Marquette Common
Stock") subject to such option immediately prior to the
Effective Time by the Conversion Number (as defined below), at
an exercise price per share of GE Common Stock, increased to
the nearest whole cent, equal to the exercise price per share
of Marquette Common Stock subject to such option immediately
prior to the Effective Time divided by the Conversion Number.
GE shall pay cash to holders of Substitute Options in lieu of
issuing fractional shares of GE Common Stock upon the exercise
thereof. The "Conversion Number" means the number of shares of
GE Common Stock into which each share of Marquette Common
Stock is converted as of the Effective Time, determined in
accordance with Section 1.5(c) of the Merger Agreement. After
the Effective Time, except as otherwise expressly provided in
this Section 9(c), each Substitute Option shall be exercisable
upon the same terms and conditions as were applicable to the
related option immediately prior to the Effective Time. After
giving effect to the foregoing, no option shall be exercisable
for Marquette Common Stock following the Effective Time.
(ii) Upon the termination of employment of a holder
of a Substitute Option by Marquette without "Cause" (as
defined below) or due to death or disability, each Substitute
Option then held by such holder which is not then exercisable
shall, subject to the terms of the Plan and the agreement
evidencing such Substitute Option, become fully exercisable on
the date of such termination of employment. For purposes of
this Section 9(c), "Cause" shall mean conviction of a criminal
offense, theft, fraud, breach of trust, willful violation of
GE's integrity policies or refusal to perform services
properly assigned following notice and an opportunity to cure.
In all other respects, each Substitute Option shall continue to be
subject to the terms and conditions of the Plan and the agreement
evidencing such Substitute Option."
EXHIBIT 4.12
AMENDMENT NO. 1
TO
E FOR M 1991 KEY EMPLOYEE STOCK OPTION PLAN
The E For M Key Employee Stock Option Plan is hereby amended by adding the
following Section 9(c) thereto:
"Section 9(c) Merger of Marquette Medical Systems, Inc. with Subsidiary of
General Electric Company
Notwithstanding anything to the contrary contained in this Plan:
(c)(i) At the "Effective Time" (as defined in Section
1.2 of the Agreement and Plan of Merger, dated as of September
20, 1998 (the "Merger Agreement"), among General Electric
Company ("GE"), Emerald Merger Corp. and Marquette Medical
Systems, Inc. ("Marquette"), each option which is outstanding
immediately prior to the Effective Time shall become and
represent an option (a "Substitute Option") to purchase the
number of shares of Common Stock, par value $.16 per share, of
GE ("GE Common Stock"), decreased to the nearest whole share,
determined by multiplying the number of common shares, par
value $.10 per share, of Marquette (the "Marquette Common
Stock") subject to such option immediately prior to the
Effective Time by the Conversion Number (as defined below), at
an exercise price per share of GE Common Stock, increased to
the nearest whole cent, equal to the exercise price per share
of Marquette Common Stock subject to such option immediately
prior to the Effective Time divided by the Conversion Number.
GE shall pay cash to holders of Substitute Options in lieu of
issuing fractional shares of GE Common Stock upon the exercise
thereof. The "Conversion Number" means the number of shares of
GE Common Stock into which each share of Marquette Common
Stock is converted as of the Effective Time, determined in
accordance with Section 1.5(c) of the Merger Agreement. After
the Effective Time, except as otherwise provided in this
Section 9(c), each Substitute Option shall be exercisable upon
the same terms and conditions as were applicable to the
related option immediately prior to the Effective Time. After
giving effect to the foregoing, no option shall be exercisable
for Marquette Common Stock following the Effective Time.
(ii) Upon the termination of employment of a holder
of a Substitute Option by Marquette without "Cause" (as
defined below) or due to death or disability, each Substitute
Option then held by such holder which is not then exercisable
shall, subject to the terms of the Plan and the agreement
evidencing such Substitute Option, become fully exercisable on
the date of such termination of employment. For purposes of
this Section 9(c), "Cause" shall mean conviction of a criminal
offense, theft, fraud, breach of trust, willful violation of
GE's integrity policies or refusal to perform services
properly assigned following notice and an opportunity to cure.
In all other respects, each Substitute Option shall continue to be
subject to the terms and conditions of the Plan and the agreement
evidencing such Substitute Option."
EXHIBIT 5.1
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
November 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 843,120 Shares of Common Stock,
$.16 par value per share, of General Electric Company
Ladies and Gentlemen:
I am Corporate Counsel to General Electric Company, a New York
corporation (the "Company"), and, in such capacity, I am familiar with the
proceedings to date in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's registration statement on Form S-4
(Registration No. 333-65781) (as the same may be subsequently amended, the
"Registration Statement"), which became effective on October 16, 1998, and the
Company's post-effective amendment No. 1 on Form S-8 to the Registration
Statement (the "Post-Effective Amendment") relating to the registration of
843,120 shares of Common Stock, $.16 par value per share, of the Company (the
"Shares") to be issued under the Amended and Restated Stock Option Plan for
Employees of Marquette Electronics, Inc., the Marquette Electronics, Inc.
Directors' (Non-Employee) Stock Option Plan, the E for M 1991 Stock Option Plan,
and the E for M 1991 Key Employee Stock Option Plan (collectively, the "Plans").
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of New York.
2. The Shares will be legally issued, fully paid and
non-assessable when (i) the Post-Effective Amendment shall have become effective
under the Securities Act and (ii) certificates representing such Shares shall
have been duly executed, countersigned and registered and duly delivered against
receipt by the Company, including any of its wholly-owned subsidiaries, of the
consideration (not less than the par value thereof) provided in the applicable
Plan.
The foregoing opinions are limited to the federal laws of the
United States of America and the Business Corporation Law of the State of New
York. I express no opinion as to the application of the securities or blue sky
laws of the various states to the sale of the Shares.
I hereby consent to the filing of this opinion as an Exhibit
to the Post-Effective Amendment and to all references to my name included in or
made a part of the Post-Effective Amendment.
Very truly yours,
Robert E. Healing
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
General Electric Company:
We consent to the use of our report incorporated by reference in the
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of General Electric
Company, which report dated February 13, 1998 relates to the statement of
financial position of General Electric Company and consolidated affiliates as of
December 31, 1997 and 1996 and the related statements of earnings and cash flows
for each of the years in the three-year period ended December 31, 1997, and the
related schedule, appears in the December 31, 1997 annual report on Form 10-K of
General Electric Company.
KPMG Peat Marwick LLP
Stamford, Connecticut
November 19, 1998
