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As filed with the Securities and Exchange Commission on March 17, 2000
Registration No. 333-74415
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1
to
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 of incorporation or organization) | (I.R.S. Employer Identification No.) |
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
Amendment No. 1
This Amendment No. 1 to the Registration Statement on Form S-8 is being filed for the purpose of adding a signature for a new plan offering GE common stock and plan interests to employees of a GE affiliate.
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:
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:
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:
- To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
- 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;
- 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.
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.
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 the Amendment No. 1 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 17, 2000.
GENERAL ELECTRIC COMPANY
By: /s/ Robert E. Healing, Attorney-in-Fact and Corporate Counsel
The Plans.
Various Existing and Future GE and Affiliate Benefit 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 Fairfield, State of Connecticut, on March 17, 2000.
By: /s/ Janet Bedol, Attorney-in-Fact and Associate Securities 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 Plan Fiduciary relating to Total Control Products, Inc. 401(k) and Profit Sharing Plan** |
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* Filed previously
** Filed electronically herewith.
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