As Filed with the Securities and Exchange Commission on May
27, 1994
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENICOM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51-0271821
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 22021-3806
(Address of principal executive (Zip Code)
offices)
GENICOM CORPORATION STOCK OPTION PLAN
(Full title of Plan)
Paul T. Winn, President
Genicom Corporation
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 22021-3806
(Name and address of agent for service)
(703) 802-9200
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to price per offering registratio
registered be share (1) price (1) n fee
registered
Common Stock 400,000 $1.375 $400,000 $190.00
<FN>
(1) Estimated solely for the purpose of calculating the
registration fee. Based on the closing price of the Common
Stock in the over-the-counter market on May 23, 1994.
</TABLE>
<PAGE>
The purpose of this Registration Statement is to register
400,000 additional shares of common stock, $0.01 par value,
of Genicom Corporation issuable pursuant to the Genicom
Corporation Stock Option Plan (the "Plan"). Pursuant to
General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of its Form S-8
Registration Statements No. 33-29388, No. 33-41148 and 33-
49472 filed with the Commission on June 19, 1989, June 12,
1991 and July 10, 1992, respectively.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C <C>
>
4 Second Amendment to the Registrant's Stock Option
Plan,
dated January 17, 1994.
5 Opinion of McGuire Woods Battle & Boothe with respect
to
the legality of the securities being registered.
23.1 Consent of McGuire Woods Battle & Boothe (included in
Exhibit 5).
23.2 Consent of Coopers & Lybrand.
24 Power of attorney is contained on page 3.
</TABLE>
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
James C. Gale his true and lawful attorney-in-fact to sign
on his behalf, as an individual and in the capacity stated
below, any amendment or post-effective amendment to this
registration statement which said attorney-in-fact may deem
appropriate or necessary.
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
Chantilly, County of Fairfax, Commonwealth of Virginia, on
May 27, 1994.
GENICOM CORPORATION,
Registrant
By: Paul T. Winn
Paul T. Winn
President and Chief Executive
Officer
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>
Signature Title Date
<S> < <C> < <C>
C C
> >
Don E. Ackerman Chairman of the Board of
Directors
Don E. Ackerman May 27, 1994
Paul T. Winn President, Chief Executive
Officer
and Director
Paul T. Winn (Principal Executive Officer) May 27, 1994
Bruce K. Anderson Director
Bruce K. Anderson May 27, 1994
Edward E. Lucente Director
Edward E. Lucente May 27, 1994
James C. Gale Vice President and Chief
Financial Officer (Principal
James C. Gale Financial Officer) May 27, 1994
James A. Jones Vice President, Corporate
Controller
and Treasurer
James A. Jones (Principal Accounting Officer) May 27, 1994
</TABLE>
<PAGE>
Exhibit 4
SECOND AMENDMENT
TO THE
GENICOM CORPORATION
STOCK OPTION PLAN
SECOND AMENDMENT, dated as of January 17, 1994, to the
GENICOM Corporation Stock Option Plan (the "Plan"), by
GENICOM Corporation (the "Company").
The Company maintains the Plan, as amended and restated
effective February 7, 1991. On January 17, 1994, the Board
of Directors unanimously approved a resolution to increase
the number of shares issuable under the Plan by 400,000
shares. In accordance with Section 9 of the Plan, such
resolution was approved by the holders of a majority of the
outstanding stock of the Company entitled to vote thereon at
the annual meeting of stockholders of the Company on April
27, 1994.
NOW, THEREFORE, the Plan is amended as follows:
I. Section 4 is amended by revising the first
paragraph in its entirety to read as follows:
4.1 The total number of shares of Common Stock for
which Options may be granted under this Plan shall not
exceed in the aggregate 2,500,000 shares of Common Stock
(subject to adjustment as provided in Section 7 hereof).
<PAGE>
<PAGE>
EXHIBIT 5
McGuire, Woods, Battle & Boothe
One James Center
Richmond, Virginia 23219
May 24, 1994
GENICOM Corporation
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 22021
Ladies and Gentlemen:
You propose to file as soon as possible with the Securities
and Exchange Commission a registration statement on Form S-8 (the
"Registration Statement") relating to the GENICOM Corporation
Stock Option Plan (the "Plan"). The Registration Statement
covers 400,000 shares of GENICOM Common Stock, $.01 par value,
which have been added, with the approval of the shareholders of
GENICOM Corporation, to those reserved for issuance under the
Plan.
We are of the opinion that the additional 400,000 shares of
Common Stock which are authorized for issuance under the Plan,
when issued and sold in accordance with the terms and provisions
of the Plan and as set forth in and contemplated by the
Registration Statement, will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the use of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Genicom Corporation and subsidiaries on Form S-8 of our report dated
February 1, 1994, on our audits of the consolidated financial statements
and schedules of GENICOM Corporation and subsidiaries, which report appears
on Page F-2 of the GENICOM Corporation and subsidiaries Form 10-K
(SEC File No. 0-14685).
Washington, D.C.
May 26, 1994
