As filed with the Securities and Exchange Commission on March 5, 1997
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Registration No. 333 - ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
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GENERAL INSTRUMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3575653
(State of incorporation) (IRS Employer Identification number)
8770 West Bryn Mawr Avenue
Chicago, Illinois 60631
(Address of Principal Executive Offices)
GENERAL INSTRUMENT CORPORATION
1993 LONG-TERM INCENTIVE PLAN
AND OUTSIDE DIRECTOR STOCK OPTIONS
(Full Title of the Plan)
Thomas A. Dumit, Esquire
Vice President, General Counsel and Chief Administrative Officer
8770 West Bryn Mawr Avenue
Chicago, Illinois 60631
(773) 695-1000
(Name, Address, and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
maximum aggregate Amount
Title of securities Amount offering price offering of Registration
to be registered registered per share price(2) Fee (2)
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Common Stock, par 6,022,605 (2) $141,437,163.75 $42,859.75
value $.01 per shares (1)
share
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1. Plus such additional shares as may be made available in order to adjust to
a change in capitalization.
2. Estimated solely for the purpose of determining the registration fee, the
Proposed Maximum Aggregate Offering Price is comprised of (a) 6,000,000
shares at $23.5625 per share (determined on the basis of the average of the
high and low sales prices for the Common Stock on February 8, 1997 in
accordance with Rule 457 (c)), plus (b) 22,605 shares at $2.75 per share
(which dollar amount represents the price at which such options may be
exercised, as determined in accordance with Rule 457 (h)).
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<PAGE>
EXPLANATORY NOTE
The contents of the Registration Statements on Form S-8, File numbers
33-50911 and 33-54923 of General Instrument Corporation, are incorporated herein
by reference.
<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. 1-5442) are 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, 1995;
2. The Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1996, June 30, 1996 and September 30,
1996; and
3. The description of the Company's common stock, par value
$.01 per share ("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 the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Keith A. Zar, Assistant General Counsel of the Company, has given an
opinion to the Company opining as to the validity of the shares of Common Stock
to be issued pursuant to the General Instrument Corporation 1993 Long-Term
Incentive Plan. Mr. Zar has been granted options to purchase 52,240 shares of
Common Stock under this Plan and is eligible to receive future grants.
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 and officers to the fullest extent permitted by Delaware
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
have been such directors or officers.
Item 7: Exemption from Registration claimed
Not applicable.
<PAGE>
Item 8: Exhibits
4.1 Amended and Restated Certificate of Incorporation (Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1995).*
4.2 Amended and Restated By-Laws (Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993).*
4.3 Specimen Form of Company's Common Stock Certificate (Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (No. 33-50215) filed with
the Commission on September 10, 1993).*
4.4 Form of outside Director Stock Option Agreement (Exhibit 10.22 to the
Company's Registration Statement on Form S-1 (No. 33-46854) filed with
the Commission on April 6, 1992).*
5 Opinion of Keith A. Zar, Assistant General Counsel of the Company, as to
the validity of the securities being registered
23.1 Consent of Keith A. Zar, Assistant General Counsel of the Company
(included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on signature page)
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* Incorporated by reference.
<PAGE>
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 post-effective 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 references 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 the 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 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
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements of 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 28, 1997
GENERAL INSTRUMENT CORPORATION
By: /s/ Charles T. Dickson
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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 post-effective 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 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/ Richard S. Friedland Chairman of the Board, Chief February 28, 1997
- ------------------------ Executive Officer and Director
Richard S. Friedland (Principal Executive Officer)
/s/ Charles T. Dickson Vice President and Chief February 28, 1997
- ---------------------- Financial Officer
Charles T. Dickson
/s/ Paul J. Berzenski Vice President and Controller February 28, 1997
- --------------------- (Chief Accounting Officer)
Paul J. Berzenski
/s/ John Seely Brown Director February 28, 1997
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John Seely Brown
/s/ Frank M. Drendel Director February 28, 1997
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Frank M. Drendel
/s/ Lynn Forester Director February 28, 1997
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Lynn Forester
/s/ Nicholas C. Forstmann Director February 28, 1997
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Nicholas C. Forstmann
Director February 28, 1997
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Theodore J. Forstmann
/s/ Steven B. Klinsky Director February 28, 1997
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Steven B. Klinsky
/s/ Alex M. Mandl Director February 28, 1997
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Alex M. Mandl
/s/ J. Tracy O'Rourke Director February 28, 1997
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Tracy J. O'Rourke
Director February 28, 1997
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Felix G. Rohatyn
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Amended and Restated Certificate of Incorporation
(Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).*
4.2 Amended and Restated By-Laws (Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1993).*
4.3 Specimen Form of Company's Common Stock
Certificate (Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (No. 33-50215) filed with the
Commission on September 10, 1993)*
4.4 Form of outside Director Stock Option Agreement (Exhibit 10.22 to
the Company's Registration Statement on Form S-1 (No. 33-46854) filed
with the Commission on April 6, 1992).*
5 Opinion of Keith A. Zar, Assistant General Counsel
of the Company, as to the validity of the securities
being registered
23.1 Consent of Keith A. Zar, Assistant General Counsel
of the Company (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on signature page)
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* Incorporated by reference.
<PAGE>
Exhibit 5
March 5, 1997
General Instrument Corporation
8770 West Bryn Mawr
Chicago, Illinois 60631
Ladies and Gentlemen:
I am Assistant General Counsel of General Instrument Corporation, a
Delaware Corporation (the "Company"). In that capacity, I have acted as counsel
for the Company in connection with the registration, pursuant to a Registration
Statement on Form S-8, of 6,022,605 shares (the "Shares") of Common Stock par
value $.01 per share, of the Company which may be made the subject of (i)
options, stock appreciation rights, restricted stock, performance units,
performance shares and phantom stock that may be granted under the General
Instrument Corporation 1993 Long-Term Incentive Plan (the "Plan") to employees
of the Company and its subsidiaries, (ii) options granted to non-employee
directors pursuant to the Plan, and (iii) options granted to a director of the
Company outside of the Plan (the "Director Options").
I, or attorneys under my supervision, have examined the originals, or
certified, conformed or reproduction copies, of all records, agreements,
instruments and documents as I have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, I, or attorneys
under my supervision, have assumed the genuineness of all signatures on original
or certified copies and the conformity to original or certified copies of all
copies submitted to me as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, I, or attorneys under my
supervision, have relied upon certificates and statements of public officials
and officers or representatives of the Company and of others.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, I am of the opinion that the issuance of the
Shares pursuant to the Plan or the Director Options has been duly authorized and
that such Shares, when issued, sold and delivered as authorized in accordance
with the Plan or the Director Options, as the case may be, will be validly
issued, fully paid and non-assessable.
This opinion is limited to the General Corporation Laws of the State of
Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8. In giving such consent, I do not
hereby admit that I am in the category of such persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
The opinion expressed here is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person or entity and
may not be quoted in whole or in part without my prior written consent.
Very truly yours,
/s/ Keith A. Zar
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Keith A. Zar
<PAGE>
March 5, 1997
BY ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: General Instrument Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
General Instrument Corporation (the "Company"), pursuant to the Securities Act
of 1933, as amended, is filing by direct transmission in electronic format the
Company's Registration Statement on Form S-8 relating to the registration of
6,022,605 shares of Common Stock, par value $.01 per share, of the Company
issuable pursuant to the Company's 1993 Long-Term Incentive Plan. All of the
exhibits are either included within the direct electronic transmission or
incorporated by reference.
The filing fee of $42,859.75 was paid by intrabank transfer on February 26,
1997, to the Securities and Exchange Commission, Account Number 910-8739, Mellon
Bank of Pittsburgh, Pennsylvania, ABA No. 043000261.
The Company is subject to the requirements of the Securities Exchange Act of
1934 and has filed all the material required to be filed pursuant to such
requirements during the preceding twelve months.
Please direct any questions or comments that the Commission Staff may have with
regard to the filing to the undersigned at the above-referenced number.
Very truly yours,
/s/ Keith A. Zar
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Keith A. Zar
enclosures
KAZ/gp
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
General Instrument Corporation on Form S-8 of our reports dated February 2,
1996, appearing in and incorporated by reference in the Annual Report on Form
10-K of General Instrument Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Chicago, Illinois
March 5, 1997
