<PAGE> 1
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11 9c) or Section
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:
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2) Aggregate number of securities to which transaction applies:
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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:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
GENICOM CORPORATION
14800 CONFERENCE CENTER DRIVE, SUITE 400, WESTFIELDS
CHANTILLY, VIRGINIA 22021-3806
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, MAY 1, 1996
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 May 1, 1996 at 2:00 P.M. Eastern
Daylight Time, for the following purposes:
1. To elect three directors for a one-year term;
2. To ratify the selection of Coopers & Lybrand as the Company's
independent certified public accountants for fiscal year 1996; and
3. 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 15, 1996 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 28, 1996 Robert L. Burrus, Jr. Secretary
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<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 May 1, 1996, 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 28, 1996. A copy of the
Company's form 10-K as filed with the Securities and Exchange Commission for
the fiscal year ended December 31, 1995, is being mailed with this Proxy
Statement. Stockholders may request a copy of the annual report by contacting
the Company at the address listed above.
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 15, 1996, the date for determining stockholders entitled to vote at
the meeting, there were 10,864,499 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 the other proposal 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 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 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 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,
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<PAGE> 4
One James Center, 901 East Cary Street, Richmond, Virginia 23219-4030,
Attention: Robert L. Burrus, Jr., Esquire.
PRINCIPAL STOCKHOLDERS OF THE COMPANY
The following table sets forth information as of February 2, 1996, 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.
<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>
General Electric Company 1,517,167 0 1,517,167 14.0%
3135 Easton Turnpike
Fairfield, Connecticut 06431
Piedmont Capital Management Corporation 1,142,900 0 1,142,900 10.5%
One James Center, Suite 1400
Richmond, VA 23219
Dimensional Fund Advisors Inc. (2) 593,900 0 593,900 5.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Don E. Ackerman 146,386 100,000 246,386 2.3%
Edward E. Lucente 20,000 10,000 30,000 *
Paul T. Winn (3) 37,680 415,000 452,680 4.2%
James C. Gale 0 72,500 72,500 *
Raymond D. Stapleton 0 85,400 85,400 *
Arthur D. Gallo 0 4,000 4,000 *
B. Garrett Buttner 2,000 26,800 28,800 *
All directors and officers as a group (11 persons) 201,640 790,900 992,540 9.1%
</TABLE>
* Indicates beneficial ownership less than 1.0%
(1) All shareholders listed have sole investment and voting power except:
Mr. Winn who has 23,680 shares with shared voting and investment power
with his spouse.
3
<PAGE> 5
(2) Based solely on our review of Form 13G, Dimensional Fund Advisors, Inc.
("Dimensional"), a registered investment advisor, is deemed to have
beneficial ownership of 593,900 shares of GENICOM Corporation stock as of
December 31, 1995, 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 serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
(3) Includes 14,000 shares owned by Mr. Winn's children, of which Mr. Winn
disclaims beneficial ownership.
ELECTION OF DIRECTORS
The terms of Messrs. Don E. Ackerman, Edward E. Lucente and Paul T. Winn as
directors of the Company will expire at the time of the 1996 Annual Meeting.
The Company proposes the re-election of each of Messrs. Ackerman, Lucente and
Winn for a term ending at the 1997 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, 62, 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. Mr. Ackerman serves as a director of Schlumberger Ltd.
EDWARD E. LUCENTE, 56, a director of the Company since his appointment by the
Board of Directors in January 1993, is currently Chief Executive Officer and
President of Liant Software Corporation. Prior to assuming this position, he
was a marketing consultant from 1994 until 1995. Previously, Mr. Lucente
served as 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, 51, 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.
4
<PAGE> 6
CERTAIN INFORMATION CONCERNING THE
BOARD OF DIRECTORS AND ITS COMMITTEES
Bruce K. Anderson resigned from the Board of Directors effective January 1,
1996.
The Board of Directors held five meetings during the fiscal year ended December
31, 1995. All Board of Directors members except Messr. 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 December 31, 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 1995 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
1995 fiscal year, the Compensation Committee, which was composed of Messrs.
Ackerman, Anderson and Lucente, held three meetings and took action by
unanimous consent on five occasions.
During the 1995 fiscal year, the Board of Directors did not have a nominating
committee. The Chairman of the Board receives annual compensation of $65,000.
Directors who are not employees receive annual compensation of $10,000.
Employees who are also directors do not receive directors' fees.
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 evaluated the Company's worldwide sales and marketing
strategies, recommended to management improvements to such strategies and in
turn received compensation of $137,000 for performing such services.
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<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table on page 7 reports the compensation for the past
three years of all individuals serving as the Company's Chief Executive Officer
("CEO") or acting in a similar capacity during the last completed fiscal year,
regardless of compensation level, and the Company's four most highly
compensated executive officers other than the Chief Executive Officer, who were
serving as executive officers at the end of the l995 fiscal year.
OPTION/SAR GRANTS TABLE
The Company has in effect an employee stock option plan pursuant to which
options to purchase Common Stock of the Company are granted to officers and
other key employees of the Company and its subsidiaries. The table on page 8
shows stock option grants during the 1995 fiscal year to the CEO and the four
most highly compensated executive officers other than the Chief Executive
Officer ("named executive officers").
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE
The table on page 8 shows information concerning the fiscal year-end value of
unexercised options held by the named executive officers.
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<PAGE> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------------------------------
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary ($) Bonus ($)(a) ($) ($) SARs(#) ($) ($)(b)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
P. T. WINN 1995 311,062 193,320 25,000 25,618
President and 1994 288,465 146,253 100,000 18,102
CEO 1993 300,000 75,000 99,984
J. C. GALE 1995 182,956 51,156 17,500 39,557
Sr. V-Pres 1994 158,742 48,750 11,513
and CFO 1993 165,000 22,500 41,588
R. D. STAPLETON 1995 155,764 42,261 12,000 3,650
Sr. V-Pres 1994 144,290 43,876 10,000 1,004
International Service 1993 150,000 17,500 14,860
Market Development
A. D. GALLO 1995 149,427 30,363 20,000 3,650
Corporate V-Pres
and Gen Mgr.
Document Solutions
B. G. BUTTNER 1995 130,100 30,875 9,000 3,650
V-Pres and Gen Mgr. 1994 97,881 37,360 20,000 1,132
Supplies and Service 1993 88,616 31,982 17,500 6,000
</TABLE>
(a) Mr. Winn's 1995 bonus includes $157,500 incentive compensation award and
$35,820 supplemental salary program award. For all other listed
officers, 1995 bonuses were incentive compensation awards. All bonuses
were incentive compensation awards in 1994 and management awards in 1993.
(b) Includes for Mr. Winn: $21,968 for relocation costs in 1995, $17,202 for
personal living expenses in 1994 and $93,984 for relocation costs in 1993
and $3,650, $900 and $6,000 for 401(k) matching contributions in 1995,
1994 and 1993, respectively. Includes for Mr. Gale: $35,907, $10,613,
and $35,588 for relocation costs in 1995, 1994 and 1993, respectively and
$3,560, $900 and $6,000 for 401(k) matching contributions in 1995, 1994
and 1993, respectively. Includes for Mr. Stapleton: $8,860 for
relocation costs in 1993 and $3,650, $1,004 and $6,000 for 401(k)
matching contributions in 1995, 1994 and 1993, respectively. Includes
for Mr. Gallo: $3,650 for 401(k) matching contributions in 1995.
Includes for Mr. Buttner: $3,650, $1,132 and $6,000 for 401(k) matching
contributions in 1995, 1994 and 1993, respectively.
7
<PAGE> 9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term ($)
---------------------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise or Market
SARs Employees Base Price Price Expiration
Name Granted(a) in Fiscal Year ($/Sh) ($/Sh) Date 0% 5% 10%
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
P. T. WINN 25,000 6.10% 1.75 2.00 3-07-2005 6,250 37,695 85,937
J. C. GALE 17,500 4.27% 1.75 2.00 3-07-2005 4,375 26,386 60,156
R. D. STAPLETON 12,000 2.93% 1.75 2.00 3-07-2005 3,000 18,093 41,250
A. D. GALLO 20,000 4.88% 2.125 2.125 2-15-2005 0 26,728 67,734
B. G. BUTTNER 9,000 2.20% 1.75 2.00 3-07-2005 2,250 13,570 30,937
</TABLE>
(a) The options vest at a 20% annual rate beginning one year after the grant
date.
================================================================================
AGGREGATED OPTION/SAR EXERCISES IN LAST FY AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($) (a)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
P. T. WINN 0 0 385,000/165,000 1,576,875/660,625
J. C. GALE 0 0 69,500/45,500 245,813/166,688
R. D. STAPLETON 0 0 80,400/34,100 327,600/131,963
A. D. GALLO 0 0 0/20,000 0/60,000
B. G. BUTTNER 0 0 21,000/35,500 86,625/139,688
</TABLE>
(a) Based on fair market value of $5.125 per share at fiscal year end.
8
<PAGE> 10
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 job
performance and adjustments for market changes, the Committee raised some
executive salaries in fiscal year 1995.
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.
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<PAGE> 11
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 year 1993 because the Company did not substantially
achieve targeted corporate performance criteria. In 1994, the Committee made
payments totaling $271,533 to twenty-four IC Plan participants, excluding the
CEO, relating to the Company's and individual's performance during 1994.
Payments relating to performance during the first half of 1994 were made in
August, 1994. Payments relating to performance in the second half of 1994 were
made in April, 1995.
In 1995, the Committee approved total payments of $544,658 to thirty-four IC
Plan participants, excluding the CEO, relating to the Company's and
individual's performance during 1995. Payments totaling $269,834 and relating
to performance during the first half of 1995 were made in August, 1995.
Payments totaling $274,824 and relating to performance during the second half
of 1995 were made in March, 1996.
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 16, 1995, the Committee
awarded options to purchase shares of common stock to, among others, Mr. Gallo
- - 20,000 shares. On March 7, 1995, the Committee awarded options to purchase
shares of common stock to, among others, the following officers: Mr. Winn -
25,000 shares, Mr. Gale - 17,500, Mr. Stapleton - 12,000 shares and Mr.
Buttner - 9,000 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:
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<PAGE> 12
(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;
(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 Compensation 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, beginning at 40% after the second year of
service.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee members determined the CEO's compensation for fiscal year 1995.
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' review of the CEO's
performance. Due to the Company's performance and competitive market changes,
the Committee increased the CEO's salary in 1995.
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 1995, the Committee considered the
amount concurrently awarded to the other officers and the performance of the
CEO. In March 1995, the Committee granted the CEO an option to purchase 25,000
shares of common stock in recognition of the Company's progress in expanding
it's Enterprising Service Solutions business.
The CEO's maximum potential incentive compensation award is equal to 50% of his
base salary. The Committee awarded the CEO $ 157,500 in incentive compensation
for fiscal year 1995 based upon the Company's achievement of it's financial
objectives and the significant accomplishments in expanding the Company's
Enterprising Service Solutions business.
The Committee established a supplemental salary program to the benefit of the
CEO, effective January 2, 1995. Under this program the CEO will receive for
1995 and 1996 a salary supplement equal to 1% of the increase in net income of
the Company over the preceding year. The salary supplement for each year
11
<PAGE> 13
will be paid within thirty days of the Company's release of annual earnings for
such year. The CEO received a payment of $35,820 in February, 1996 pursuant to
this program.
COMPENSATION COMMITTEE
Don E. Ackerman, Chairman
Edward E. Lucente
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, was also a member of the Board of Directors of
Onset Corporation during a portion of fiscal year 1995. Mr. Ackerman resigned
from the Board of Directors of Onset Corporation during fiscal year 1995.
During fiscal year 1995, the Company sold Decision Data $2.9 million of printer
products, and had $1.0 million receivables from Decision Data at December 31,
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.
12
<PAGE> 14
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG NASDAQ INDEX,
COMPUTERS, SUBSYSTEMS AND PERIPHERALS PEER GROUP
AND GENICOM CORPORATION
<TABLE>
<CAPTION> Genicom Corp. Industry Group NASDAQ
Index Market Index
<S> <C> <C> <C>
Measurement Point 12/31/90 100 100 100
FYE 12/31/91 68.18 128.38 101.40
FYE 12/31/92 81.82 129.64 88.99
FYE 12/31/93 90.91 155.50 101.59
FYE 12/31/94 181.82 163.26 122.41
FYE 12/31/95 372.73 211.77 170.74
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1990
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDED DECEMBER 31, 1995
13
<PAGE> 15
CERTAIN TRANSACTIONS
See "Compensation Committee 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 1995
all filing requirements applicable to its officers, directors, and greater than
10 percent beneficial owners were complied with except that Mr. Edward E.
Lucente did not complete one report in a timely manner for four stock purchases
made in 1995.
STOCK OPTION PLAN
The Company's Stock Option Plan (the "Plan") provides for grants of stock
options to employees of the Company selected by the Compensation Committee (the
"Committee"). Stock options granted under the Plan may be nonstatutory stock
options or incentive stock options, as described in Section 422 of the Internal
Revenue Code. Incentive stock options are intended to qualify for favorable
Federal income tax treatment, while nonstatutory stock options do not.
The Committee administers the Plan and determines the following: (i) the
Company's employees that shall be granted options; (ii) the number of shares
covered by each option; (iii) whether options are nonstatutory stock options or
incentive stock options; (iv) the time or times that options are granted; (v)
the time or times that options become exercisable; 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 involving the
administration and interpretation 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.
14
<PAGE> 16
As of December 31, 1995 the plan had 112 participants out of the approximately
1,638 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 December 31, 1995, options covering 1,772,567 shares
were outstanding under the Plan, 787,732 shares had been previously acquired
upon exercise and 339,701 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 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 1996 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 1 to ratify the
selection of Coopers & Lybrand as the Company's independent certified public
accountants for the 1996 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 deem proper. Presently
management does not know of any other business which will be presented at the
meeting.
PROPOSAL BY STOCKHOLDERS FOR PRESENTATION
AT 1997 MEETING
Proposals that any stockholder intends to present at the 1997 Annual Meeting of
Stockholders must be received by the Company no later than December 2, 1996.
By Order of the Board of Directors
March 28, 1996 Robert L. Burrus, Jr. Secretary
15
<PAGE> 17
GENICOM CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 1, 1996
The undersigned, having received the Annual Report to the Stockholders
and the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement dated March 28, 1996, hereby appoints Don E. Ackerman, Paul T. Winn
and Robert L. Burrus, Jr. and each of them, proxies, with full 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
be entitled to vote if personally present at the Annual Meeting of Stockholders
of the Company to be held on Wednesday May 1, 1996 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 / /
Don E. Ackerman, 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 ratify the selection of Coopers & Lybrand as independent
certified public accountants of the Company for fiscal year 1996.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE> 18
3. 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 to
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 Proposal 1 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:___________________________, 1996
_______________________________________
(Signature)
_______________________________________
(Signature if held jointly)
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.
