<PAGE> 1
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SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Sec. 240.14a-11 9c) or
Sec. 240.14a-12
GENICOM CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11 (a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>2
GENICOM CORPORATION
14800 Conference Center Drive, Suite 400, Westfields
Chantilly, Virginia 22021-3806
Notice of Annual Meeting of Stockholders
To Be Held Thursday, April 27, 1995
TO THE HOLDERS OF GENICOM CORPORATION COMMON STOCK:
The annual meeting of stockholders of GENICOM Corporation
(the "Company") will be held at the Company's headquarters,
14800 Conference Center Drive, Suite 400 Westfields,
Chantilly, Virginia 22021-3806 on April 27, 1995 at 1:00
P.M. Eastern Daylight Time, for the following purposes:
1. To elect four directors for a one-year term;
2. To consider and vote upon an amendment to the
Company's Stock Option Plan to increase the number of
shares of Common Stock issuable under the Plan by 400,000
shares;
3. To consider and vote upon an amendment to the
Company's Stock Option Plan to amend the exercise
provision of the Stock Option Plan relating to Stock
Option recipients whose employment is terminated;
4. To consider and vote upon an amendment to the
Company's Certificate of Incorporation pursuant to which
the authorized capital stock of the Company shall be
increased from 15,000,000 shares, consisting of
15,000,000 shares of Common Stock $.01 par value, to
18,000,000 shares, consisting of 18,000,000 shares of
Common Stock, $.01 par value;
5.To ratify the selection of Coopers & Lybrand as the
Company's independent certified public accountants for
fiscal year 1995; and
6.To transact such other business as may properly come
before the meeting and any adjournments thereof.
Only stockholders of record at the close of business on
March 10, 1995 are entitled to notice of, and to vote at,
the meeting and any adjournments thereof.
Whether or not you expect to attend the meeting, please
sign, date and return promptly the enclosed proxy. The
proxy is revocable and you may vote your shares in person if
you attend the meeting and wish to do so.
Your attention is directed to the accompanying proxy
statement.
You are cordially invited to attend the meeting,
By Order of the Board of Directors
March 31, 1995 Robert L. Burrus, Jr.
Secretary
<PAGE>3
GENICOM CORPORATION
14800 Conference Center Drive, Suite 400, Westfields
Chantilly, Virginia 22021-3806
PROXY STATEMENT
General Information
This Proxy Statement is furnished in connection with the
solicitation of proxies by GENICOM Corporation, a Delaware
corporation (the "Company"), from the holders of the
Company's common stock for use at the annual meeting of
stockholders to be held on April 27, 1995, and at any
adjournments thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying form of proxy are being sent
or given to stockholders on or about March 31, 1995. A
copy of the Company's annual report for the fiscal year
ended January 1, 1995, is being mailed with this Proxy
Statement.
In addition to the solicitation of proxies by mail, the
Company's officers and regular employees, without
compensation other than their regular compensation, may
solicit proxies by telephone, facsimile, telegraph and
personal interview. The Company will bear the cost of all
solicitation.
On March 10, 1995, the date for determining stockholders
entitled to vote at the meeting, there were 10,648,299
shares of the Company's common stock (the "Common Stock")
outstanding and entitled to vote. Each such share of Common
Stock entitles the holder thereof to one vote at the Annual
Meeting.
The presence of holders of the majority of the issued and
outstanding stock of the Company, in person or by properly
executed proxies, is required to constitute a quorum to
transact business at the Annual Meeting. The directors
shall be elected by a plurality of the votes cast by the
holders of Common Stock entitled to vote at the Annual
Meeting, if a quorum is present. Approval of each of the
other proposals shall be decided by majority vote of the
shares of Common Stock entitled to vote held by stockholders
present in person or by proxy. With regard to the election
of directors, stockholders may vote in favor of all
nominees, withhold their votes as to all nominees or
withhold their votes as to specific nominees. Stockholders
may not abstain with respect to election of directors. With
respect to the stockholder proposal to increase the number
of shares of Common Stock issuable under the Stock Option
Plan by 400,000 shares, stockholders may vote in favor of or
against the proposal or may abstain from voting. With
respect to the stockholder proposal to amend the exercise
provision of the Stock Option Plan relating to Stock Option
recipients whose employment is terminated, stockholders may
vote in favor of or against the proposal or may abstain from
voting. With respect to the stockholder proposal to amend
the Company's Certificate of Incorporation pursuant to which
the authorized capital stock of the Company shall be
increased from 15,000,000 shares, consisting of 15,000,000
shares of Common Stock $.01 par value, to 18,000,000 shares,
consisting of 18,000,000 shares of Common Stock, $.01 par
value, stockholders may vote in favor of or against the
proposal or may abstain from voting. With respect to the
stockholder proposal and ratification of the selection of
Coopers & Lybrand as the Company's independent accountants
for the current year, stockholders may vote in favor of or
against the proposal and ratification, or may abstain from
voting.
Stockholders should specify their choices on the enclosed
form of proxy card. If no specific instructions are given
with respect to the matters to be acted upon, the shares
represented by a properly signed proxy card will be voted
FOR the election of all nominees for the office of director,
FOR approval of the amendment to the Stock Option Plan
related to the increase in the number of shares, FOR
approval of the amendment to the Stock Option Plan related
to stock option recipients whose employment is terminated,
FOR approval of the amendment to the Company's Certificate
of Incorporation pursuant to which the authorized capital
stock of the Company shall be increased and FOR ratification
of the appointment of Coopers & Lybrand as the Company's
independent accountants. If any other matters properly come
before the Annual Meeting, the persons named as proxies will
vote on such matters at their discretion.
A stockholder who has returned a proxy may revoke it at any
time before it is voted at the Annual Meeting. Proxies may
be revoked by filing with the Secretary of the Company
written notice of revocation bearing a later date than the
proxy, by duly executing a later dated proxy relating to the
same shares of Common Stock or by attending the Annual
Meeting and voting in person (although attendance at the
annual meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy
should be sent to Secretary, GENICOM Corporation, c/o
McGuire Woods Battle & Boothe L.L.P, One James Center, 901
East Cary Street, Richmond, Virginia 23219-4030, Attention:
Robert L. Burrus, Jr., Esquire.
1
<PAGE>4
PRINCIPAL STOCKHOLDERS OF THE COMPANY
The following table sets forth information as of February 3,
1995, with respect to the ownership of shares of Common
Stock by all persons known by the Company to be beneficial
owners of more than 5% of the Company's outstanding Common
Stock, each director of the Company, the named executive
officers, and directors and executive officers of the
Company as a group.
2
<PAGE>5
<TABLE>
<CAPTION>
Shares of Options
Common Stock Exercisable Percentage
Beneficially Within of
Name and Address of Beneficial Owner Owned (1) 60 days Total Class
<S> <C> <C> <C> <C>
Welsh, Carson, Anderson & Stowe III (2) 2,162,667 0 2,162,667 20.3%
One World Financial Center
200 Liberty Street, Suite 3601
New York, New York 10281
J.H. Whitney & Co. (3) 1,123,259 0 1,123,259 10.5%
630 Fifth Avenue
New York, New York 10111
J.H. Whitney Associates (4) 1,522,563 0 1,522,563 14.3%
630 Fifth Avenue
New York, New York 10111
General Electric Company 1,517,167 0 1,517,167 14.2%
3135 Easton Turnpike
Fairfield, Connecticut 06431
Dimensional Fund Advisors Inc. (5) 586,500 0 586,500 5.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Don E. Ackerman 146,386 100,000 246,386 2.3%
Bruce K. Anderson (6) 2,205,132 0 2,205,132 20.7%
Edward E. Lucente 0 6,667 6,667 0.0%
Paul T. Winn (7) 35,367 365,000 400,367 3.8%
James C. Gale 0 49,500 49,500 0.0%
Raymond D. Stapleton 6,000 74,500 80,500 0.0%
B. Garrett Buttner 0 17,500 17,500 0.0%
James A. Jones 4,102 44,900 49,002 0.0%
All directors and executive officers 2,396,987 703,467 3,100,454 29.1%
as a group (10 persons)
Indicates beneficial ownership
less than 1.0%
<FN>
3
<PAGE>6
(1) All shareholders listed have sole investment and voting power
except: Mr. Anderson, who has 42,465 shares with sole voting and
investment power and 2,162,667 shares with shared voting and
investment power with Welsh, Carson, Anderson & Stowe III; Mr. Winn
who has 21,367 shares with shared voting and investment power with
his spouse; and Mr. Stapleton who has 4,000 shares with sole voting
and investment power and 2,000 shares with shared voting and
investing power with his spouse.
(2) Excludes shares purchased by Welsh, Carson, Anderson & Stowe
III ("WCAS III") that have been distributed to its limited partners
and the general partners of its sole general partner of WCAS III.
WCAS III disclaims beneficial ownership of such shares.
(3) Excludes shares purchased by J. H. Whitney & Co. ("JHW") that
have been distributed to its general, limited and retired partners.
JHW disclaims beneficial ownership of such shares.
(4) JHW is the sole general partner of J. H. Whitney Associates
("Associates").
(5) Based solely on our review of Form 13G, Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor, is
deemed to have beneficial ownership of 586,500 shares of GENICOM
Corporation stock as of December 31, 1994, all of which shares are
held in portfolios of DFA Investment Dimensions Group, Inc., a
registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA
Group Trust and DFA Participation Group Trust, investment vehicles
for qualified employee benefit plans, all of which Dimensional Fund
Advisors Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
(6) Includes the 2,162,667 shares of Common Stock owned by WCAS
III. Mr. Anderson may be deemed to own beneficially these shares
because he is a general partner of the sole general partner of WCAS
III.
(7) Includes 14,000 shares owned by Mr. Winn's children, of which
Mr. Winn disclaims beneficial ownership.
</TABLE>
Election of Directors
The terms of Messrs. Don E. Ackerman, Bruce K. Anderson,
Edward E. Lucente and Paul T. Winn as directors of the
Company will expire at the time of the 1995 Annual Meeting.
The Company proposes the re-election of each of Messrs.
Ackerman, Anderson, Lucente and Winn for a term ending at
the 1996 Annual Meeting.
Although all of the nominees have indicated their
willingness to serve if elected, if at the time of the
meeting any nominee is unable or unwilling to serve, shares
represented by properly executed proxies will be voted at
the discretion of the persons named therein for such other
person as the Board of Directors may designate.
The directors shall be elected by a plurality of the votes
cast by the holders of Common Stock entitled to vote at the
Annual Meeting, if a quorum is present. Votes withheld from
any director are counted as present for purposes of
determining the presence or absence of a quorum for the
transaction of business but will have no effect on the
outcome of the election of directors. Broker non-votes are
also counted as present for the purposes of determining the
presence or absence of a quorum and will have no effect on
the outcome of the election of directors.
DON E. ACKERMAN, 61, Chairman of the Board of Directors and
a director since the Company was founded in 1983, is
currently the President of Chandelle Ventures, Inc. and was
a general partner of JHW from 1969 until his retirement in
November 1991. JHW is a venture capital partnership and a
principal stockholder of the Company as is Associates of
which JHW is the sole general partner. Mr. Ackerman serves
as a director of Schlumberger Ltd.
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<PAGE>7
BRUCE K. ANDERSON, 55, a director of the Company since it
was founded in 1983, has been a general partner of the sole
general partner of WCAS III since it was formed in 1983 and
a general partner of the sole general partner of Welsh,
Carson, Anderson & Stowe ("WCAS") since 1979. WCAS and WCAS
III are venture capital partnerships and WCAS III is a
principal stockholder of the Company. Mr. Anderson serves
as a director of FIserv, Inc., Broadway & Seymour, Comdata
and several private companies.
EDWARD E. LUCENTE, 55, a director of the Company since his
appointment by the Board of Directors in January 1993, is
currently a marketing consultant. Prior to assuming this
position, he was Vice President of Sales and Marketing of
Digital Equipment Corporation ("DEC") from 1993 until 1994.
Prior to joining DEC, he was the Executive Vice President of
Northern Telecom Limited from 1991 until 1993. Prior to
joining Northern Telecom Limited, Mr. Lucente was employed
by IBM Corporation ("IBM"), where he served for 30 years in
various capacities, most recently as Vice President and
President of Asia/Pacific Group Tokyo, Japan. Mr. Lucente
serves as a director of Information Resources, Inc.
PAUL T. WINN, 50, President and Chief Executive Officer of
the Company since his employment with Genicom in April 1990,
has been a director since May 1990. Previously, Mr. Winn
was employed by IBM, where he served for 22 years in various
capacities, most recently as Vice President of Graphics
Systems in the Advanced Work Station Division. Prior to
that position, Mr. Winn served as Vice President of
Worldwide System Printers, responsible for technology,
software, product development and manufacturing. Mr. Winn
serves as a director of Indigo NV.
Certain Information Concerning the
Board of Directors and Its Committees
The Board of Directors held three meetings during the fiscal
year ended January 1, 1995. All Board of Directors members,
except Messrs. Anderson and Lucente, attended at least 75%
of the aggregate of the total number of Board of Directors
meetings plus meetings of committees of which they were
members. In addition, the Board of Directors took action by
unanimous consent on numerous occasions during the fiscal
year ended January 1, 1995.
The Board of Directors has an Audit Committee which is
responsible for reviewing the adequacy of the Company's
internal accounting controls, as well as the independent
auditors' proposed audit scope, conducting a post-audit
review of the audit findings and the Company's financial
statements and performing other oversight functions as
requested by the Board of Directors. During the 1994 fiscal
year, the Audit Committee, which was composed of Messrs.
Ackerman, Anderson and Lucente, held two meetings.
The Board of Directors also has a Compensation Committee
which is responsible for setting overall policies that
govern the Company's compensation programs, administering
the Company's Stock Option Plan and the Incentive
Compensation Plan and establishing the cash compensation of
executive officers. During the 1994 fiscal year, the
Compensation Committee, which was composed of Messrs.
Ackerman, Anderson and Lucente, held two meetings and took
action by unanimous consent on four occasions.
During the 1994 fiscal year, the Board of Directors did not
have a nominating committee. Directors who are not
employees receive annual compensation of $10,000. Employees
who are also directors do not receive directors' fees.
5
<PAGE>8
In December 1994, the Company entered into a consulting
agreement with Mr. Lucente, a member of the Board of
Directors. Under the terms of the consulting agreement, Mr.
Lucente will evaluate the Company's worldwide sales and
marketing strategies, recommend to management improvements
to such strategies and in turn will receive compensation not
to exceed $100,000 for performing such services.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table on page 6 reports the
compensation for the past three years of all individuals
serving as the Company's Chief Executive Officer ("CEO") or
acting in a similar capacity during the last completed
fiscal year, regardless of compensation level, and the
Company's four most highly compensated executive officers
other than the Chief Executive Officer, who were serving as
executive officers at the end of the l994 fiscal year.
OPTION/SAR GRANTS TABLE
The Company has in effect an employee stock option plan
pursuant to which options to purchase Common Stock of the
Company are granted to officers and other key employees of
the Company and its subsidiaries. The table on page 7 shows
stock option grants during the 1994 fiscal year to the CEO
and the four most highly compensated executive officers
other than the Chief Executive Officer ("named executive
officers").
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END
OPTION/SAR VALUE TABLE
The table on page 7 shows information concerning the fiscal
year-end value of unexercised options held by the named
executive officers.
6
<PAGE>9
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal sation Award(s) Options Payouts sation
Position Year(a) Salary Bonus(b) ($) ($) SARs(#) ($) ($)(c)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
P. T. WINN 1994 288,465 71,253 100,000 18,102
President and 1993 300,000 75,000 99,984
CEO 1992 296,154 48,750 50,000 101,271
J. C. GALE 1994 158,742 15,000 11,513
Sr. V-Pres 1993 165,000 22,500 41,588
and CFO 1992 169,800 19,305 15,000 112,697
R. D. STAPLETON 1994 144,290 21,376 10,000 1,004
Sr. V-Pres 1993 150,000 17,500 14,860
International 1992 146,539 25,000 15,000 14,849
Service Market
Development
B. G. BUTTNER 1994 97,881 31,943 20,000 2,541
V-Pres of 1993 88,616 31,982 17,500 6,000
Supplies and 1992 81,108 6,000
Service Marketing
& Sales
J. A. JONES 1994 105,855 13,063 12,500 1,132
V-Pres,Corporate 1993 110,000 20,733 17,000 10,427
Controller and 1992 114,231 10,725 15,000 54,920
Treasurer
<FN>
(a) The 1992 fiscal year included 53 weeks, while the 1994
and 1993 fiscal years had 52 weeks.
(b) Bonus includes incentive compensation award for
first half of 1994 and management awards in 1993
and 1992. Individual incentive compensation
awards have not been approved for the second half
of 1994. Mr. Buttner's amounts relate to sales
commissions.
(c) Includes for Mr. Winn: $17,202 for personal living
expenses in 1994 and $93,984 and $95,271 for relocation
costs in 1993 and 1992, respectively and $900, $6,000
and $6,000 for 401(k) matching contributions in 1994,
1993 and 1992, respectively. Includes for Mr. Gale:
$10,613, $35,588 and $110,937 for relocation costs in
1994, 1993 and 1992, respectively and $900, $6,000 and
$1,759 for 401(k) matching contributions in 1994, 1993
and 1992, respectively. Includes for Mr. Stapleton:
$8,860 and $8,849 for relocation costs in 1993 and 1992,
respectively and $1,004, $6,000 and $6,000 for 401(k)
matching contributions in 1994, 1993 and 1992,
respectively. Includes for Mr. Buttner: $1,132, $6,000
and $6,000 for 401(k) matching contributions in 1994,
1993 and 1992, respectively. Includes for Mr. Jones:
$4,427 and $48,920 for relocation costs in 1993 and 1992,
respectively and $2,541, $6,000 and $6,000 for 401(k)
matching contributions in 1994, 1993 and 1992,
respectively.
</TABLE>
7
<PAGE>10
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value
at Assumed Annual Rates
of
Stock Price Appreciation
Individual Grants for Option Terms ($)
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise Market
SARs Employees or Base Price Expir-
Price ation
Name Granted(a) in Fiscal ($/Sh) ($/Sh) Date 0% 5% 10%
Year
<S> <C> <C> <C> <C> <C> <C>
P. T. WINN 100,000 21.74% 1.00 1.06 2-23-2004 6,250 73,070 175,585
J. C. GALE 0 0.00% N/A N/A N/A N/A N/A N/A
R. D. 10,000 2.17% 1.00 1.06 2-23-2004 625 7,307 17,558
STAPLETON
B.G. BUTTNER 20,000 4.35% 1.00 1.06 2-23-2004 1,250 14,614 35,117
J. A. JONES 12,500 2.72% 1.00 1.06 2-23-2004 781 9,134 21,948
<FN>
(a)The options vest at a 20% annual rate beginning one year
after the grant date.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FY AND FY-END OPTION/SAR VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($) (a)
Shares Exercisable/ Exercisable/
Acquired
Name on Value Unexercisable Unexercisable
Exercise Realized
(#) ($)
<S> <C> <C> <C> <C>
P. T. WINN 0 0 335,000/190,000 497,500/277,500
J. C. GALE 0 0 46,500/51,000 41,250/56,250
R. D. 0 0 61,500/41,000 90,750/59,250
STAPLETON
B.G. 0 0 12,500/35,000 18,750/52,500
BUTTNER
J. A. JONES 0 0 38,400/36,100 56,100/51,900
<FN>
(a) Based on fair market value of $2.50 per share at fiscal
year end.
</TABLE>
8
<PAGE>11
Employment Contracts
The Company has an employment agreement with Mr. Winn, the
President and CEO. Upon termination without cause, the
Company will pay Mr. Winn the then existing base salary and
benefits until the earlier of twenty-four months or the date
of his employment with another entity. In the event Mr.
Winn becomes employed prior to the end of the twenty-four
month severance period, the Company will pay 25% of the
remaining unpaid monthly payments in final settlement and
benefits would cease.
Report of the Compensation Committee of the Board of
Directors
The Compensation Committee of the Board of Directors (the
"Committee") is composed of non-employee directors. The
Committee is responsible for setting overall policies that
govern the Company's compensation programs, administering
the Company's Stock Option Plan and the Incentive
Compensation Plan and establishing the cash compensation of
executive officers. Section 162(m) of the Internal Revenue
Code places a $1 million per person limitation on the tax
deduction the Company may take for compensation paid to its
Chief Executive Officer and its four other highest paid
employees unless, in general, the compensation constitutes
performance-based compensation as defined by the Internal
Revenue Code. To the extent that any compensation exceeds
this limitation, it is expected that such cases will
represent isolated, nonrecurring situations arising from
special circumstances. The Committee would expect to take
actions in the future that may be necessary to preserve the
deductibility of executive compensation to the extent
possible.
The Committee's philosophy regarding executive compensation
seeks to align executive compensation with Company values
and objectives, business strategy, management initiatives
and business financial performance. To act on this
philosophy, the Committee focuses on the following goals and
objectives:
To attract and retain key executives critical to the long-
term success of the Company and each of its business
units.
To reward executives for long-term strategic management
and the enhancement of shareholder value.
To integrate compensation programs with both the
Company's annual and long-term strategic planning and
measuring processes.
To provide a performance-oriented environment that
rewards performance not only with respect to Company
goals but also Company performance as compared to its
industry performance.
Annual Compensation
The annual compensation program consists of cash, management
awards and officer perquisites. The Committee determines
salary ranges for executive officers based on surveys of
salary data regarding similar positions held by executives
in similar sized companies (some of which companies may not
be included in the Computers, Subsystems and Peripherals
Industry Group referred to in the Performance Graph) in the
computer printer and other peripherals industry. The
Committee intends for salaries to remain at or near the
industry median. Actual salary changes are primarily based
upon the Company's financial performance and to a lesser
extent the survey of salary data. Due to the Company's
financial performance in 1993, the Committee did not raise
executive salaries in fiscal year 1994. In addition, the
Committee reduced executive salaries by 10% effective
January 28, 1994. Fifty percent of this reduction was
reversed on May 6, 1994 and the remainder on August 5, 1994.
The Committee has authorized the CEO to pay special, one-
time event management awards to, among others, executive
officers to reward notable achievements that contribute to
significant improvements in quality, productivity, customer
service, cost control, or the work environment.
Determination of such awards is subjective and thus not tied
to specific criteria.
9
<PAGE> 12
Long-Term Incentive Compensation
The Company provides long-term incentives through stock
options, and the GENICOM Retirement Savings Plan which is
qualified under Section 401(k) of the Internal Revenue Code.
Incentive Compensation Plan
In fiscal year 1984, the Company adopted an Incentive
Compensation Plan ("IC Plan"). The Committee reviews and
approves the participation of executive officers and key
employees in the IC Plan. Payments under the IC Plan are
contingent upon the Company's substantial achievement of
certain corporate performance criteria. If these objectives
are met, the payment is determined by the achievement of a
combination of corporate goals and specific functional
objectives. Corporate goals are weighted at 70% of the
aforementioned combination, while functional objectives
comprise 30%. Corporate goals focus on the Company's sales,
net income, working capital investment and debt levels,
while the functional objectives vary depending on the
officer's position. The Committee approves these criteria
each year.
The IC Plan is funded from a pre-set portion of the
Company's pre-tax net income. The Committee approves the IC
Plan award value each year as a percentage of base salary.
Each participant, depending on position, could potentially
receive an award equal to a percentage of salary ranging
from 15% to 50%. The Committee has broad authority to alter
the manner in which payments are made in any given year
based on performance. The Committee did not make awards in
fiscal years 1993 and 1992, because the Company did not
substantially achieve targeted corporate performance
criteria.
In 1994, the Committee approved payments totaling $109,181
to fourteen IC Plan participants, excluding the CEO,
relating to the Company's and individual's performance
during the first half of 1994. Such payments were made in
August, 1994. The Committee has not made a final
determination of any IC Plan awards for the second half of
1994, but the Company has accrued a pool of $400,000 for all
IC Plan participants at January 1, 1995 in anticipation that
awards will be made.
Stock Option Plan
Under the Stock Option Plan (the "Plan"), the Committee
grants stock options annually with the objective of aligning
executive officers' long-range interests with those of the
stockholders. Management makes recommendations to the
Committee regarding the number of stock options awarded and
to whom the stock options are given. Management considers
the amount and terms of the options already held by the
executive officer. Management's methodology used to make
recommendations are not based on specific criteria. Instead
its goal is to achieve the retention of key employees by
providing them with the opportunity to build a meaningful
investment in the Company. The Company believes that the
Plan encourages superior performance that can result in
significantly enhanced shareholder value. On February 24,
1994, the Committee awarded options to purchase shares of
common stock to, among others, the following officers: Mr.
Winn - 100,000 shares, Mr. Stapleton - 10,000 shares, Mr.
Buttner - 20,000 shares and Mr. Jones - 12,500 shares.
On April 27, 1994 all previously issued stock option grants
issued to then executive officers, excluding the CEO, were
amended to modify the vesting provisions of such options
should a change of control occur. A change of control is
defined as
(a) A third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes, or obtains the right to become, the beneficial
owner of Company securities having 25% or more of the
combined voting power of the then outstanding securities
of the Company that may be cast for the election of
directors to the Board of the Company. An acquisition
shall be excluded if made by a GENICOM Group Company or a
Company employee benefit plan;
10
<PAGE>13
(b) A reorganization, merger or consolidation in which the
beneficial owners of the common stock and voting
securities of the Company immediately prior thereto do
not immediately thereafter beneficially own, directly or
indirectly, more than 75% of the outstanding shares of
common stock and the combined voting power of the voting
securities of the corporation resulting from such
reorganization, merger or consolidation; or
(c) A complete liquidation or dissolution of the Company
of the sale or other disposition of all or substantially
all of the assets of the Company.
Should a change in control occur, 100% of the covered stock
options become exercisable if: (i) the executive officer's
employment is terminated by GENICOM within 13 months of the
date of the change in control or (ii) the executive
officer's compensation is reduced after a change of control
and the officer terminates his employment within 13 months
of such change of control. In addition, the executive
officer will have six months after termination of employment
to exercise the covered stock option.
GENICOM Retirement Savings Plan
In 1994 the Company modified the terms of the GENICOM
Retirement Savings Plan, formerly the Deferred Salary and
Savings Plan, such that the amount of Company contributions
to the plan are discretionary, and may not exceed for any
plan year the lesser of 6% of an employees' salary or $9,000
with respect to any employee. Previously, the contributions
were mandatory and did not exceed $6,000. Company
contributions to the plan vest with participants at a rate
of 20% per year of vested service.
Chief Executive Officer Compensation
The Committee members determined the CEO's compensation for
fiscal year 1994. The CEO's salary was primarily based upon
the Company's financial performance and to a lesser extent
the review of the salaries of CEOs for companies of
comparable sales and upon the Board of Directors's review of
the CEO's performance. Due to the Company's financial
performance in 1993, the Committee did not increase the
CEO's salary in 1994. In addition, the Committee reduced
the CEO's salary by 10% effective January 28, 1994. Fifty
percent of this reduction was reversed on May 6, 1994 and
the remainder on August 5, 1994.
The Committee grants stock options to the CEO annually under
the Company's Stock Option Plan in order to promote long-
term retention and to balance the risk/reward element of the
position. In determining the number of shares to be awarded
as stock options in fiscal year 1994, the Committee
considered the amount concurrently awarded to the other
officers and the performance of the CEO. In February 1994,
the Committee granted the CEO an option to purchase 100,000
shares of common stock in recognition of the Company's
progress in expanding its Enterprising Service Solutions
business and the accomplishment of certain cost reduction
activities.
The CEO's maximum potential incentive compensation award is
equal to 50% of his base salary. The Committee awarded the
CEO $ 71,253 in incentive compensation for the first half of
fiscal year 1994 based upon the Company's achievement of
substantially all of its first half of 1994 financial goals
and the significant accomplishments in expanding the
Company's Enterprising Service Solutions business. The
Committee has not made a final determination of any
incentive compensation to be awarded the CEO for the second
half of 1994.
Compensation Committee
Don E. Ackerman, Chairman
Bruce K. Anderson
Edward E. Lucente
11
<PAGE>14
Compensation Committee Interlocks and Insider Participation
Decision Data Holdings, Ltd. ("Decision Data"), a wholly-
owned subsidiary of Onset Corporation, is one of the
Company's customers. The Company's Chairman of the Board,
Don E. Ackerman, is also a member of the Board of Directors
of Onset Corporation. Mr. Ackerman was also a general
partner of JHW until his retirement in November 1991. JHW
is a venture capital partnership that is a principal
stockholder of the Company and Onset Corporation. Bruce K.
Anderson, a director of the Company, is a general partner of
the sole general partner of WCAS, which is the general
partner of certain venture capital partnerships which are
principal stockholders of the Company and Onset Corporation.
Mr. Anderson is also a director of Onset Corporation.
During fiscal year 1994, the Company sold Decision Data $1.2
million of printer products, and had $0.4 million
receivables from Decision Data at January 1, 1995. At this
time the Company expects sales to Decision Data to remain at
their current levels. The Company believes that the
transactions with Decision Data were on terms no less
favorable to the Company than would have been available in
similar transactions with unaffiliated third parties.
Performance Graph
Set forth on page 13 is a line graph comparing the
cumulative total shareholder return on the Company's Common
Stock, based on the market price of the Common Stock and
assuming reinvestment of dividends, with the cumulative
total return of companies on the National Association of
Securities Dealers Automated Quotations ("NASDAQ") Stock
Index and the Computers, Subsystems and Peripherals Industry
Group created by Media General Financial Services, Inc.
<TABLE>
Comparison of Five-Year Cumulative Return
Among GENICOM Corporation,
NASDAQ Stock Index and the
Computers, Subsystems and Peripherals Industry Group
<CAPTION>
Computers,
Measurement Period GENICOM Subsystems
(Fiscal Year Corporation NASDAQ Stock and
Covered) Index Peripherals
Industry
Group
<S> <C> <C> <C>
Measurement Point 100 100 100
12/31/89
FYE 12/31/90 137.50 81.12 98.69
FYE 12/31/91 93.75 104.14 100.07
FYE 12/31/92 112.50 105.16 87.83
FYE 12/31/93 125.00 126.14 100.27
FYE 12/31/94 250.00 132.44 120.81
</TABLE>
12
<PAGE>15
Certain Transactions
See "Compensation Com mittee Interlocks and Insider
Participation."
Compliance With Section 16(a) of the Securities and Exchange
Act
Section 16(a) of the Securities and Exchange Act of 1934
requires the Company's officers and directors, and persons
who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of beneficial
ownership and changes in beneficial ownership with the
Securities and Exchange Commission. Officers, directors and
greater than 10 percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section
16(a) forms.
Based solely on its review of the copies of such forms
received by the Company, or written representations from
certain reporting persons that no Form 5's were required for
those persons, the Company believes that during fiscal year
1994 all filing requirements applicable to its officers,
directors, and greater than 10 percent beneficial owners
were complied with.
Stock Option Plan
The Company's Stock Option Plan (the "Plan") provides for
grants of Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes, or obtains the right to become, the beneficial
owner of Company securities having 25% or more of the
combined voting power of the then outstanding securities
of the Company that may be cast for the election of
directors to the Board of the Company. An acquisition
shall be excluded if made by a GENICOM Group Company or a
Company employee benefit plan;
(b) A reorganization, merger or consolidation in which the
beneficial owners of the common stock and voting
securities of the Company immediately prior thereto do
not immediately thereafter beneficially own, directly or
indirectly, more than 75% of the outstanding shares of
common stock and the combined voting power of the voting
and (vi) the form of consideration that
may be used to pay for shares upon exercise of an option.
The Committee is also responsible for other questions
etation of the Plan.
The Board of Directors administered the Plan from May 1990
to January 1993.
The option price of shares of Common Stock covered by
incentive stock options granted under the Plan may not be
less than 100% of the Common Stock's fair market value on
the option grant date (110% of fair market value if the
stock option is an incentive stock option that is granted to
an employee who is a 10% or greater stockholder of the
Company). The Board of Directors may grant nonstatutory
stock options under the Plan with an option price not less
than 85% of the Common Stock's fair market value on the
grant date.
An optionee does not incur Federal income tax when granted a
nonstatutory stock option or incentive stock option. Upon
exercise of a nonstatutory stock option, an optionee
generally recognizes taxable income, which is subject to
income tax withholding by the Company, equal to the
difference between the Common Stock's fair market value on
the exercise date and the option price. Upon exercising an
incentive stock option, an optionee generally does not
recognize taxable income, unless subject to the alternative
minimum tax.
The Company usually is entitled to a business expense
deduction at the time and in the amount that the recipient
of an option recognizes ordinary income in connection with
the option. This usually occurs upon the exercise of
nonstatutory stock options. No deduction is allowed in
connection with an incentive stock option, unless the
optionee disposes of Common Stock received upon exercise in
violation of the holding period requirements set forth in
the Internal Revenue Code.
13
<PAGE>16
As of January 1, 1995 the plan had 91 participants out of
the approximately 2,382 eligible employees. The Committee,
the Board of Directors or the former Stock Option Committee
has identified participating employees as key personnel of
the Company. As of January 1, 1995, options covering
1,759,134 shares were outstanding under the Plan, 586,632
shares had been previously acquired upon exercise and
154,234 shares remained available for future grants.
The Committee determines when options granted under the Plan
become exercisable. Options granted generally become
exercisable at the rate of 20% per year beginning on the
first anniversary of the option grant date, with the
exception of 300,000 options granted to Paul T. Winn on May
30, 1990, which became excercisable at the rate of 25% per
year. The Committee has not granted options under the Plan
to any current director other than Paul T. Winn.
Proposal 1- To Increase the Number of Shares
of Common Stock Issuable Under the Stock Option Plan
On February 13, 1995, the Board of Directors approved an
amendment, subject to stockholder approval, to increase the
number of shares of Common Stock issuable under the Plan by
400,000 shares. Of the shares previously approved by
shareholders for issuance under the Plan, 154,234 shares
remain available for future option grants. The Board of
Directors believes that the Plan has been and continues to
be an important incentive in attracting, retaining and
motivating key employees who are and will be necessary to
the successful conduct of the business and affairs of the
Company and its subsidiaries. The increase in the number of
shares subject to the Plan will permit the Compensation
Committee to exercise needed flexibility in the
administration of the Plan and the granting of options
thereunder.
The Board of Directors believes that the addition of 400,000
shares to the Plan reserve will be sufficient to meet the
Company's needs for the next year and has approved the
addition of these shares subject to stockholder approval.
The Board of Directors believes that approval of the
addition of these shares to the Plan reserve is in the best
interest of the Company and its stockholders. Because
officers and directors who are employees of the Company are
eligible to receive option grants under the Plan, each
officer and director who is an employee of the Company has
an interest in and may benefit from the approval of Proposal
1.
Vote Required for Approval
Approval of Proposal 1 requires the affirmative vote of the
holders of a majority of shares of Common Stock represented
at the annual meeting. Abstentions on Proposal 1 are
counted as present for purposes of determining the presence
or absence of a quorum for the transaction of business and
will have the effect of a negative vote on the outcome of
Proposal 1. Broker non-votes are counted as present for the
purposes of determining the presence of a quorum and will
have no effect on the outcome of Proposal 1.
Board of Directors' Recommendation
The Board of Directors recommends a vote "FOR" Proposal 1 to
increase the number of shares issuable under the Plan.
14
<PAGE>17
Proposal 2 - To Amend Exercise Provision of the Stock Option
Plan
On February 13, 1995, the Board of Directors approved an
amendment, subject to stockholder approval, to amend the
exercise provision of the Stock Option Plan relating to
stock option recipients whose employment is terminated. The
amendment will permit the Board of Directors or the
Compensation Committee the flexibility to extend the
exercise period beyond the current thirty days after
employment ceases.
Section 6(d) of the Stock Option Plan would be amended to
read as follows:
"In the event an Optionee shall cease to be employed by
any GENICOM Group Company on a full-time basis for any
reason other than as a result of his death or
"disability " (within the meaning of Section 105(d)(4)
of the 1954 Code or the 1986 Code, whichever is
applicable), the unexercised portion of any Option held
by such Optionee at that time may only be exercised
within one month, or such other period greater than one
month determined by the Board of Directors (or the
Committee), after the date on which the Optionee ceased
to be so employed, and only to the extent that his right
to exercised such portion had vested as of the date on
which he ceased to be so employed."
The Board of Directors believes that this amendment is
necessary to provide sufficient flexibility in administering
the Stock Option Plan and will enable it deal with such
situations that create a hardship to require stock option
recipients to exercise their options within thirty days of
the cessation of their employment with Genicom. Because
officers and directors who are employees of the Company are
eligible to receive option grants under the Plan, each
officer and director who is an employee of the Company has
an interest in and may benefit from the approval of Proposal
2.
Vote Required for Approval
Approval of Proposal 2 requires the affirmative vote of the
holders of a majority of shares of Common Stock represented
at the annual meeting. Abstentions on Proposal 2 are
counted as present for purposes of determining the presence
or absence of a quorum for the transaction of business and
will have the effect of a negative vote on the outcome of
Proposal 2. Broker non-votes are counted as present for the
purposes of determining the presence of a quorum and will
have no effect on the outcome of Proposal 2.
Board of Directors' Recommendation
The Board of Directors recommends a vote "FOR" Proposal 2 to
amend the Stock Option Plan pursuant to which the exercise
period for stock option recipients whose employment is
terminated may be extended beyond one month by the Board of
Directors or the Compensation Committee.
Proposal 3- To Amend the Company's Certificate of
Incorporation Pursuant to which the Authorized Capital Stock
shall be Increased
On February 13, 1995, the Board of Directors approved an
amendment to the Company's Certificate of Incorporation,
subject to stockholder approval, pursuant to which the
authorized capital stock of the Company shall be increased
from 15,000,000 shares consisting of 15,000,000 shares of
Common Stock $.01 par value, to 18,000,000 shares,
consisting of 18,000,000 shares of Common Stock, $.01 par
value, and in connection with such change, the first
paragraph of Article FOUR of the Certificate of
Incorporation of the Company shall be amended to read as
follows:
15
<PAGE>18
"FOURTH: The total number of shares of all
classes of stock which the Corporation shall have
authority to issue is 18,000,000 shares,
consisting of 18,000,000 shares of Common Stock,
$.01 par value (herein called the "Common Stock").
All cross references in each subdivision of this
Article FOURTH shall refer to other paragraphs in
such subdivision unless otherwise indicated."
If the proposed amendment is adopted, 3,000,000 additional
shares of the Common Stock of the Company will be available
for issuance by the Board of Directors of the Company
without any requirement of further stockholder approval,
although certain large issuances of shares may require
stockholder approval in accordance with the bylaws of the
National Association of Securities Dealers, Inc. These
shares might be issued to provide additional funds for
working capital and capital expenditures, for other purposes
including acquisitions of other businesses, in connection
with various employee benefit plans or for stock dividends
or stock splits. The additional shares might be issued at
such times, for such purposes and for such consideration as
the Board of Directors deems appropriate including, without
limitation, under such circumstances as to have a dilutive
effect on earnings per share and on the equity ownership of
present stockholders. The Company recently has been
expanding through acquisitions and may seek other
acquisition opportunities; the Board of Directors therefore
believes it desirable that the Company have the flexibility
to issue the additional shares without further stockholder
approval.
The flexibility of the Board of Directors to issue
additional shares of Common Stock could enhance the Board of
Directors' ability to negotiate on behalf of the
stockholders in a takeover situation. Although it is not
the purpose of the proposed amendment, the authorized but
unissued shares of Common Stock also could be used by the
Board of Directors to discourage or make more difficult a
change of control of the Company.
Currently, the Company is in negotiations with an
undisclosed third party to acquire their desk top printer
business. Operations to be acquired involve a non-US
manufacturing facility with revenues under $100 million.
The proposed acquisition is subject to negotiation of
definitive agreements by various parties, government
approvals, and other customary and appropriate steps. At
this time there is no assurance that any agreement will be
reached. If an agreement is met, it is likely that a
portion of the additional authorized shares will be issued
in connection with the acquisition.
Vote Required for Approval
Approval of Proposal 3 requires the affirmative vote of the
holders of a majority of shares of Common Stock represented
at the annual meeting. Abstentions on Proposal 3 are
counted as present for purposes of determining the presence
or absence of a quorum for the transaction of business and
will have the effect of a negative vote on the outcome of
Proposal 3. Broker non-votes may be counted as present for
the purposes of determining the presence of a quorum and
will have no effect on the outcome of Proposal 3.
Board of Directors' Recommendation
The Board of Directors recommends a vote "FOR" Proposal 3 to
amend the Company's Articles of Incorporation pursuant to
which the authorized capital stock of the Company shall be
increased from 15,000,000 shares, consisting of 15,000,000
shares of Common Stock $.01 par value, to 18,000,000 shares,
consisting of 18,000,000 shares of Common Stock $.01 par
value.
16
<PAGE>19
Proposal 4 - To Ratify Selection of
Independent Certified Public Accountants
The Board of Directors has selected Coopers & Lybrand to
serve as independent certified public accountants of the
Company for the 1995 fiscal year and has directed a vote of
stockholders be taken to ascertain their approval or
disapproval of that selection. In the event the
stockholders do not ratify the appointment of Coopers &
Lybrand, the Board of Directors will consider selection of
other independent certified public accountants.
Board of Directors' Recommendation
The Board of Directors recommends a vote "FOR" Proposal 4 to
ratify the selection of Coopers & Lybrand as the Company's
independent certified public accountants for the 1995 fiscal
year.
Representatives of Coopers & Lybrand will be present at the
Annual Meeting. Such representatives will have the
opportunity to make a statement if they so desire, and will
be available to respond to appropriate questions.
Other Business
If any other business properly comes before the meeting,
your proxy may be voted by the persons named in it in such
manner as they seem proper. Presently management does not
know of any other business which will be presented at the
meeting.
Proposal by Stockholders for Presentation
at 1996 Meeting
Proposals that any stockholder intends to present at the
1996 Annual Meeting of Stockholders must be received by the
Company no later than December 4, 1995.
By Order of the Board of Directors
March 31, 1995 Robert L. Burrus, Jr. Secretary
Expected Filing Date of Definitive Copies
of Proxy Statement and Form of Proxy
Definitive copies of proxy materials will be filed on or
about March 31, 1995.
17
<PAGE>20
APPENDIX
Form of Proxy
GENICOM CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 27, 1995
The undersigned, having received the Annual report as the
Stockholders and the accompanying Notice of Annual Meeting
of Stockholders and Proxy Statement dated March 31, 1995,
hereby appoints Don E. Ackerman, Paul T. Winn, and Robert L.
Burrus, Jr. and each of them, proxies, with fill power of
substitution, and hereby authorizes them to represent and
vote the shares of Common Stock of GENICOM CORPORATION (the
"Company") which the undersigned would by entitled to vote
if personally present at the Annual Meeting of Stockholders
of the Company to be held on Thursday, April 27, 1995 at
2:00 p.m., Eastern Daylight Time, and any adjournment
thereof, and especially to vote:
1. ELECTION OF DIRECTORS WITHHOLD AUTHORITY
FOR all nominees listed below to vote for all
nominees listed below
Don E. Ackerman, Bruce K. Anderson, Edward E. Lucente,
Paul T. Winn
To withhold authority to vote for any Individual nominee,
write that nominee's name on the space provided below
2. PROPOSAL 1- To consider and vote upon an amendment to
the Company's Stock Option Plan to increase the number of
shares of Common Stock issuable under such plan by 400,000
shares.
FOR AGAINST ABSTAIN
3. PROPOSAL 2 - To consider and vote upon an amendment to
the Company's Stock Option Plan to amend the exercise
provision of the Stock Option Plan relating to Stock Option
recipients whose employment is terminated.
FOR AGAINST ABSTAIN
4. PROPOSAL 3 - To consider and vote upon an amendment to
the Company's Certificate of Incorporation pursuant to which
the authorizes capital stock of the Company shall be
increased from 15,000,000 shares of Common Stock $.01 per
value, to 18,000,000 shares of Common Stock, $.01 per value.
FOR AGAINST ABSTAIN
5. PROPOSAL 4 - To notify the selection of Coopers &
Lybrand as independent certified public accountants of the
Company for fiscal year 1995.
FOR AGAINST ABSTAIN
<PAGE>21
6. IN THEIR DISCRETION the proxies are authorized to vote
upon such other business as may properly come before the
meeting.
In the ballot provided for that purpose, if you specify a
choice as the action to be taken this proxy will be voted in
accordance with such choice. If you do not specify a
choice, it will be voted FOR the election of the nominees
named in the Proxy Statement as directors and FOR Proposals
1, 2, 3, and 4 as described in the Proxy Statement.
Any proxy or proxies previously given for the meeting are
revoked.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
Dated: , 1995
Please sign exactly as the name appears hereon. When
shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title of each. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
