As filed with the Securities and Exchange Commission on March 15, 1999
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)
VARIOUS EXISTING AND FUTURE GE OR AFFILIATE BENEFIT AND COMPENSATION PLANS
(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
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED TITLE OF PLAN REGISTERED<F1> PER SHARE<F2> PRICE<F2> FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Various Existing and 2,200,000 shares $104.50 $229,900,000.00 $63,912.20
$0.16 par value Future GE or Affiliate
<F3> Benefit and
Compensation Plans
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
<F2> 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 March 8, 1999.
<F3> 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 registered hereby.
</FN>
</TABLE>
<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,
1997.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1998.
3. 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
<PAGE>
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 qualified plans registered
hereby, 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
<PAGE>
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.
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 Various Existing and Future GE or Affiliate Benefit and
Compensation Plans 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
March 15, 1999.
GENERAL ELECTRIC COMPANY
By: Philip D. Ameen
Vice President & 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.
Signature Title Date
- --------- ----- ----
*John F. Welch, Jr. Chairman of the Board of Directors
and Chief Executive Officer
Principal Executive Officer
*Keith S. Sherin Senior Vice President-Finance
Principal Financial Officer
Philip D. Ameen Vice President and Comptroller
Principal Accounting Officer March 15, 1999
*Silas S. Cathcart Director
*Dennis D. Dammerman Director
*Claudio X. Gonzalez Director
*Andrea Jung Director
*Eugene F. Murphy Director
*John D. Opie Director
*Roger S. Penske Director
*Andrew C. Sigler Director
*Douglas A. Warner III Director
A Majority of the Board of Directors
*By: Philip D. Ameen, Attorney-in-Fact
<PAGE>
THE PLANS.
GE Industrial Systems Solutions 401(k) Savings Plan
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 Atlanta, State of Georgia, on March 2, 1999.
By: /s/ Don Dancer, Legal Counsel
EXHIBIT INDEX
Exhibit 4: Restated Certificate of Incorporation and By-laws of the
Registrant, incorporated by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated April 28, 1997.
Exhibit 5 Opinion of Robert E. Healing*
Exhibit 23(a): Consent of KPMG 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
relating to Affiliate Benefit Plans*
Exhibit 24(b): Power of Attorney of certain Officers and Directors of GE
relating to Directors' Compensation Plan*
Exhibit 24(c): Power of Attorney of Keith S. Sherin*
- --------------------------------
* Filed electronically herewith.
EXHIBIT 5
March 15, 1999
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 2,200,000 shares of Common Stock,
$0.16 par value (the "Shares"), which are to be offered and sold by the Company
pursuant to various existing and future benefit and compensation plans of the
Company or its affiliates (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 the use of our report incorporated by reference in the
Registration Statement on Form S-8 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, and
appears in the December 31, 1997 annual report on Form 10-K of General Electric
Company.
KPMG LLP
Stamford, Connecticut
March 15, 1999
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 Benjamin W. Heineman, Jr., Philip D.
Ameen, and Robert E. Healing, 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 including common stock for use in connection with
existing or future benefit plans for employees of any affiliate of the Company,
as the use of such securities is specifically approved at any time or from time
to time by the Affiliate Benefit Plan Committee appointed by the GE Board of
Directors for such purpose; 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 18th day of December, 1998.
John F. Welch, Jr. Dennis D. Dammerman
Chairman of the Board Vice Chairman and
(Principal Executive Senior Vice President -
Officer and Director) Finance (Principal Financial Officer
and Director)
Silas S. Cathcart
Claudio X. Gonzalez
Andrea Jung
Gertrude G. Michelson
Eugene F. Murphy
John D. Opie
Roger S. Penske
Andrew C. Sigler
Douglas A. Warner III
A MAJORITY OF THE BOARD OF DIRECTORS
EXHIBIT 24(B)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint Robert E. Healing, Benjamin W. Heineman, Jr. and
Philip D. Ameen, and each of them acting individually, his true and lawful
attorneys-in-fact and agents, each with power to act without the other and full
power of substitution and resubstitution, to execute, sign, deliver and file,
for and on his behalf, and in his name, place and stead, in any and all
capacities, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the registration of shares of General
Electric Company Common Stock, par value $.16 per share, issued pursuant to the
General Electric Company Directors' Compensation Plan, hereby granting to such
attorneys-in-fact and each of them full power and authority to do and perform
each and every act and thing whatsoever as such attorney-in-fact or
attorneys-in-fact may deem necessary or advisable to carry out fully the intent
of the foregoing as the undersigned might or could do personally or in any and
all capacities, hereby ratifying and confirming all acts and things which such
attorney-in-fact or attorneys-in-fact or their agents may do or cause to be done
by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 2nd day of November, 1998.
John F. Welch, Jr. Dennis D. Dammerman
Chairman of the Board Senior Vice President - Finance
(Principal Executive Officer and (Principal Financial Officer and
Director) Director)
Philip D. Ameen
Vice President and Comptroller
(Principal Accounting Officer)
James I. Cash, Jr.
Silas S. Cathcart
Claudio X. Gonzalez
Andrea Jung
Eugene F. Murphy
Sam Nunn
John D. Opie
Roger S. Penske
Andrew C. Sigler
Douglas A. Warner III
A Majority of the Board of Directors
EXHIBIT 24(C)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint Robert E. Healing, Benjamin W. Heineman, Jr. and
Philip D. Ameen, and each of them acting individually, his true and lawful
attorneys-in-fact and agents, each with power to act without the other and full
power of substitution and resubstitution, to execute, sign, deliver and file,
for and on his behalf, and in his name, place and stead, in any and all
capacities:
(i) a Registration Statement on Form S-8 (or other appropriate
form) for filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the
registration of shares of General Electric Company Common Stock, par
value $.16 per share, issued pursuant to the General Electric Company
Directors' Compensation Plan and in connection with existing or future
benefit plans for employees of any affiliate of the Company, as the use
of such securities is specifically approved at any time or from time to
time by the Affiliate Benefit Plan Committee appointed by the GE Board
of Directors for such purpose; and
(ii) a Registration Statement on Form S-4 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 including common stock to be offered and sold in connection
with business acquisitions, by the Company or its affiliates, approved
at any time or from time to time by the Acquisition Committee appointed
for such purpose by the Board of Directors of the Company, hereby
granting to such attorneys-in-fact and each of them full power and
authority to do and perform each and every act and thing whatsoever as
such attorney-in-fact or attorneys-in-fact may deem necessary or
advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in any and all capacities,
hereby ratifying and confirming all acts and things which such
attorney-in-fact or attorneys-in-fact or their agents may do or cause
to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the15th day of March, 1999.
Keith S. Sherin
Senior Vice President, Finance
and Chief Financial Officer
