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. 2
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)
Marquette Medical Systems, Inc.
Profit-Sharing and 401(k) Plan
(as amended and restated)
(Full Title of the Plan)
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. 2 on Form S-8 to the Form S-4, relating to
1,000,000 shares of Common Stock, par value $.16 per share, of the Registrant
(the "Common Stock") issuable in connection with the Marquette Medical Systems,
Inc. Profit-Sharing and 401(k) Plan (as amended and restated) (the "Plan"). In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of interests to
be offered or sold pursuant to the Plan.
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. In
connection with the Merger, the Registrant assumed the obligation to issue
shares of Common Stock (in lieu of Common Shares, par value $.10 per share, of
Marquette) pursuant to the terms of the Plan.
This Post-Effective Amendment relates to the offer and sale after the
Effective Time of Common Stock and an indeterminate amount of interests pursuant
to and in accordance with the Plan. This Post-Effective Amendment relates only
to the 1,000,000 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 Plan and an
indeterminate amount of interests to be offered or sold pursuant to the Plan.
<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"), or as
otherwise indicated, 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;
3. Marquette Medical Systems, Inc. Profit-Sharing and 401(k) Plan Annual
Report on Form 11-K for the fiscal year ended April 30, 1998; and
4. 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. 2 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 and all documents filed by
the Plan 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.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
The undersigned Registrant hereby undertakes that it will submit or
has submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
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
</TABLE>
<PAGE>
MARQUETTE MEDICAL SYSTEMS, INC.
PROFIT-SHARING AND 401(k) PLAN
Pursuant to the requirements of the Securities Act of 1933, the
administrators of the Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized, in the City
of Milwaukee, State of Wisconsin, on November 20, 1998.
MARQUETTE MEDICAL SYSTEMS, INC.
PROFIT-SHARING AND 401(k) PLAN
By: Gordon W. Petersen
--------------------------
Name: Gordon W. Petersen
Title: Plan Administrator
<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 Marquette Medical Systems, Inc. Profit-Sharing and 401(k) Plan (as
amended and restated) effective as of January 1, 1998 (filed as
Exhibit 10.20 to Marquette Medical Systems, Inc.'s Annual Report on
Form 10-K for the fiscal year ended April 30, 1998 and incorporated
herein by reference ) (File No. 0-18724).
4.3 Amendment No. 1 adopted February 20, 1998 to the Marquette Medical
Systems, Inc. Profit-Sharing and 401(k) Plan (as amended and restated)
(filed as Exhibit 10.21 to Marquette Medical Systems, Inc.'s Annual
Report on Form 10-K for the fiscal year ended April 30, 1998 and
incorporated herein by reference) (File No. 0-18724).
*4.4 Amendment No. 2 adopted November 20, 1998 to the Marquette Medical
Systems, Inc. Profit-Sharing and 401(k) Plan.
*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 Arthur Andersen LLP.
*23.3 Consent of Robert E. Healing (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
**24.1 Powers of Attorney.
EXHIBIT 4.4
RESOLUTION AMENDING THE MARQUETTE MEDICAL SYSTEMS, INC.
PROFIT SHARING AND 401(K) PLAN
WHEREAS, the Company has heretofore adopted and maintains the Marquette
Medical Systems, Inc. Profit Sharing and 401(k) Plan; and
WHEREAS, the Company anticipates the consummation of a transaction whereby
the Company will become the wholly owned subsidiary of General Electric Company
(GE) and all of the stock of the Company will be exchanged for GE stock (the
"Transaction") and the Directors wish to amend the Plan to allow for its
continuation, but recognizing the new ownership of the Company;
NOW, THEREFORE, BE IT RESOLVED: that the Plan be and is hereby amended as
follows, contingent upon the consummation of the Transaction and effective as of
that date, except that Item 7 below shall be effective December 1, 1998:
1. Section 1.01(p) is revised by substituting "Employer Stock"
for "Marquette Stock" where the latter now appears, and the latter
shall be replaced by the former throughout the document.
2. Section 1.01(q) is revised by substituting "Employer Stock
Fund" for "Marquette Stock Fund" where the latter now appears, and
references in the document to the latter shall be replaced by the
former throughout the document.
3. Paragraph (d) of Section 4.02 is deleted.
4. Paragraph (d) of Section 7.01 is deleted.
5. Section 7.02 is revised by deleting the 3rd paragraph
thereof.
6. Section 7.03 is revised by placing a comma after the words
"Employer Matching Contributions Account," by moving the "and" which
follows to the end of the sentence and placing after the word "and" at
the end of the sentence the words: "Old ESOT Account."
7. The last sentence of Section 7.04 is deleted. The
immediately preceding sentence is revised to read: "If less than all of
the balance in a Participant's Account is to be withdrawn, the Trustee
shall take the amount to be distributed from the Investment Funds on a
pro rata basis in relation to the Account's balance in each Investment
Fund."
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: 1,000,000 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
Post-Effective Amendment No. 2 on Form S-8 to the Registration Statement (the
"Post-Effective Amendment") relating to the registration of 1,000,000 shares of
Common Stock, $.16 par value per share, of the Company (the "Shares"), which may
be offered and sold under the Marquette Medical Systems, Inc. Profit-Sharing and
401(k) Plan (as amended and restated, the "Plan").
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. If the Company shall issue authorized and unissued shares
of its Common Stock pursuant to the Plan, such Shares will be legally issued,
fully paid and non-assessable when (i) the P-ost-Effective Amendment shall have
become effective under the Securities Act and (ii) a certificate or 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 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. 2 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
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 31, 1998,
except with respect to the matter discussed in Note 8, as to which the date is
September 21, 1998, included (or incorporated by reference) in Marquette Medical
Systems, Inc.'s Profit Sharing and 401(k) Plan Annual Report on Form 11-K for
the year ended April 30, 1998.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
November 19, 1998
