As filed with the Securities and Exchange Commission on February 16, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
General Instrument Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3575653
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
181 West Madison Street
Chicago, Illinois 60602
(Address of Principal Executive Offices including Zip Code)
CommScope, Inc. Employees Profit Sharing
and Savings Plan
(Full title of the plan)
Thomas A. Dumit, Esquire
Vice President, General Counsel and Secretary
General Instrument Corporation
181 West Monroe Street
Chicago, Illinois 60602
(312) 541-5000
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Pamela Baker, Esquire
Sonnenschein Nath & Rosenthal 8000 Sears Tower
Chicago, Illinois 60606-6404
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
being to be price offering registration
registered registered per share(1) price(1) fee
- -----------------------------------------------------------------
Common Stock
($0.01 par 500,000 $29.875 $14,937,500 $5,150.90
value) shares
- -----------------------------------------------------------------
Interests
in the Plan (2) (3)
- -----------------------------------------------------------------
(1) Calculated pursuant to Rules 457(h)(1) and Rule 457(c)
solely for the purpose of calculating the registration
fee, based upon the average of the high and low prices
reported for the Registrant's common stock on the New
York Stock Exchange Composite Tape on February 10, 1995.
(2) Pursuant to Rule 416(c), this Registration Statement
also covers an indeterminate amount of interests in the Plan
(3) Pursuant to Rule 457(h)(2), no registration fee is
required with respect to the interests in the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted by the rules and regulations of
the Securities and Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan
Annual Information.
Omitted as permitted by the rules and regulations of
the Commission.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by
General Instrument Corporation (the "Company") (File No.
15442) are hereby incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.
2. All other reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") since the end of the
fiscal year covered by the Annual Report on Form 10-K
referred to in number 1 above.
3. The description of the Company's common stock, par value
$.01 per share (the "Common Stock"), contained in the
Company's Registration Statement on Form 8-A filed with
the Commission on April 17, 1992, as amended.
All documents subsequently filed by (i) the Company or (ii)
the CommScope, Inc. Employees Profit Sharing and Savings
Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities
registered hereunder have been sold or which deregisters all
of the securities offered then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.
The audited consolidated financial statements and
financial statement schedules incorporated by
reference in this Registration Statement from the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 have been audited by Deloitte &
Touche LLP, independent auditors, as indicated in their
reports with respect thereto, and are incorporated
herein by reference in reliance upon the authority of said
firm as experts in accounting and auditing in giving said
reports.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Not applicable.
Item 6: Indemnification of Directors and Officers
The Certificate of Incorporation and By-Laws of the
Company provide for indemnification, to the fullest extent
permitted by the Delaware General Corporation Law ("DGCL"),
of any person who is or was involved in any manner in any
investigation, claim or other proceeding, by reason of the
fact that such person is or was a director or officer of
the Company, against all expenses and liabilities actually
and reasonably incurred by such person in connection with
the investigation, claim or other proceeding. The By-Laws
also provide that the Company may advance litigation
expenses to a director, officer, employee or agent upon
receipt of an undertaking by or on behalf of such director,
officer, employee or agent to repay such amount if it is
ultimately determined that the director, officer, employee or
agent is not entitled to be indemnified by the Company.
The Certificate of Incorporation provides that directors of
the Company shall not be liable to the Company or any
of its stockholders for monetary damages for any breach
of fiduciary duty as a director, except for liability in
respect of (i) a breach of the director's duty of loyalty
to the Company or its stockholders, (ii) any acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) any
willful or negligent declaration of an unlawful dividend,
stock purchase or redemption, or (iv) any transaction from
which the director derived an improper personal benefit.
The Certificate of Incorporation also provides that if the DGCL
is amended to permit further elimination or limitation of
the personal liability of directors, then the liability of
the directors of the Company shall be eliminated or limited
to the fullest extent permitted by the DGCL as so amended.
The Company has entered into agreements to indemnify
its directors and officers in addition to the
indemnification provided for in the Certificate of
Incorporation and By-Laws. These agreements, among
other things, will indemnify the Company's directors
officers to the fullest extent permitted by Delaware law
law for certain expenses (including attorney's fees),
liabilities, judgments, fines and settlement amounts incurred
by such person arising out of or in connection with such
person's service as a director or officer of the Company
or an affiliate of the Company.
Policies of insurance are maintained by the Company under
which its directors and officers are insured, within the limits
and subject to the limitations of the policies, against
certain expenses in connection with the defense of,
and certain liabilities which might be imposed as a result of,
actions, suits or proceedings to which they are parties by
reason of being or having been such directors or officers.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
5 Omitted*
23 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature page)
The Company 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.
*/ No opinion as to the legality of the securities
being registered is required since the shares of Common
Stock registered hereunder are not original issuance
securities of the Company.
Item 9: Undertakings
Rule 415 Offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
the Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (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;
(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 (i) and (ii) do not
apply if the information required to be included in a
posteffective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to
Section 13 or Section 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Company's or the Plan's annual report pursuant
to Section 13(a) or 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.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission 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 Company
of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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
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 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 Chicago, State of Illinois, on February 16, 1995.
GENERAL INSTRUMENT CORPORATION
By: /s/Charles T. Dickson
----------------------
Charles T. Dickson
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and
appoints Richard S. Friedland, Charles T. Dickson, Richard
C. Smith and Thomas A. Dumit, and each of them, as his true
and lawful attorneys-in-fact and agents, each acting alone,
with full powers of substitution and resubstitution, for him
in his name, place and stead, in any and all
capacities, to sign any and all amendments to this
Registration Statement, including any and all pre-effective
and posteffective amendments, and any and all documents
in connection therewith, and to file the same, with all
exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might
or could do in person, and hereby ratifies, approves and
confirms all that his said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
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
- --------- ----- ----
/s/Daniel F. Akerson Chairman of the Board, February 16, 1995
- -------------------- Chief Executive Officer
Daniel F. Akerson Director (Principal Executive
Officer)
/s/Richard S. Friedland President, Chief Operating February 16, 1995
- ----------------------- Officer and Director
Richard S. Friedland
/s/Charles T. Dickson Vice President and Chief February 16, 1995
- --------------------- Financial Officer
Charles T. Dickson (Principal Financial Officer)
/s/Paul J. Berzenski Vice President and February 16, 1995
- -------------------- Controller (Principal
Paul J. Berzenski Accounting Officer)
/s/John Seely Brown Director February 16, 1995
- -------------------
John Seely Brown
/s/Frank M. Drendel Director February 16, 1995
- --------------------
Frank M. Drendel
/s/Lynn Forester Director February 16, 1995
- -----------------
Lynn Forester
/s/Nicholas C.Forstmann Director February 16, 1995
- -----------------------
Nicholas C. Forstmann
- --------------------- Director February 16, 1995
Theodore J. Forstmann
/s/Steven B. Klinsky Director February 16, 1995
- ---------------------
Steven B. Klinsky
/s/Morton H. Meyerson Director February 16, 1995
- ---------------------
Morton H. Meyerson
/s/J. Tracy O'Rourke Director February 16, 1995
- ---------------------
J. Tracy O'Rourke
- ---------------- Director February 16,1995
Felix G. Rohatyn
/s/Paul G. Stern Director February 16, 1995
- -----------------
Paul G. Stern
Director February 16, 1995
- --------------------
Robert S. Strauss
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Committee appointed under the Plan has duly caused
this Registration Statement to be signed on behalf of the Plan by
the undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on February 16, 1995.
COMMSCOPE, INC. EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
By: GENERAL INSTRUMENT CORPORATION EMPLOYEE BENEFITS
INVESTMENT COMMITTEE
By: /s/Keith A. Zar
---------------
Keith A. Zar, Committee Member
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibit Numbered Page
5 Omitted*/
23 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature page)
___________________________
*/ No opinion as to the legality of the securities being
registered is required since the shares of Common Stock
registered hereunder are not original issuance securities of
the Company.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of General Instrument Corporation on Form S-8 of
the reports of Deloitte & Touche dated February 1, 1994,
appearing in and incorporated by reference in the Annual Report
on Form 10-K of General Instrument Corporation for the year
ended December 31, 1993 and to the reference to Deloitte &
Touche LLP as experts in Part II, Item 3 of this Registration
Statement.
/s/Deloitte & Touche LLP
- ------------------------
Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1995
