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Registration No._________
As Filed with the Securities and Exchange Commission on March 21, 1996
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENICOM CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
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 offices) (Zip Code)
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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
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share (1) price (1) registration fee
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Common Stock 400,000 $5.625 $2,250,000 $776.00
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(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 March 15, 1996.
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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, No. 33-49472 and No. 33-53843 filed with the Commission on June
19, 1989, June 12, 1991 July 10, 1992 and May 27, 1994, respectively.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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Exhibit Number Description
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4 Third Amendment to the Registrant's Stock Option Plan, dated February 13, 1995.
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.
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2
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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 March 21, 1996.
GENICOM CORPORATION, Registrant
By: Paul T. Winn
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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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
Don E. Ackerman Chairman of the Board of Directors
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Don E. Ackerman March 21, 1996
Paul T. Winn President, Chief Executive Officer and Director
- ----------------------------- (Principal Executive Officer) March 21, 1996
Paul T. Winn
Edward E. Lucente Director
- -----------------------------
Edward E. Lucente March 21, 1996
James C. Gale Vice President and Chief Financial Officer (Principal
- ----------------------------- Financial Officer) March 21, 1996
James C. Gale
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Exhibit 4
THIRD AMENDMENT
TO THE
GENICOM CORPORATION
STOCK OPTION PLAN
THIRD AMENDMENT, dated as of February 13, 1995, 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 February 13, 1995, 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, 1995.
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 2,900,000 shares
of Common Stock (subject to adjustment as provided in Section 7 hereof).
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Exhibit 5
McGuire, Woods, Battle & Boothe
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, Virginia 22102 -3892
March 15, 1996
Board of Directors
Genicom Corporation
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 22021
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
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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 January 31, 1995, except for Note 12, for which the date is March 1,
1995, 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).
/s/ Coopers & Lybrand L.L.P.
Washington, D.C.
March 15, 1996
