<PAGE> 1
Registration No._________
As Filed with the Securities and Exchange Commission on June 27, 1997
================================================================================
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENICOM CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<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 20151-3820
(Address of principal executive offices) (Zip Code)
</TABLE>
GENICOM CORPORATION 1997 STOCK OPTION PLAN
(Full title of Plan)
Paul T. Winn, President
Genicom Corporation
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 20151-3820
(Name and address of agent for service)
(703) 802-9200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
===========================================================================================================
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
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 300,000 $6.0625 $1,818,750 $551.00
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(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 June 23, 1997.
================================================================================
<PAGE> 2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Genicom Corporation (the "Company") with the
U.S. Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended December
29, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997;
(c) the description of the $0.01 par value common stock of the Company
contained in the Company's Registration Statement on Form 8-A/A, filed on
July 5, 1996, Commission File No. 0-14685; and
(d) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since the end of the
fiscal year covered by the Annual Report referred to in (a) above.
Each document or report subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a posteffective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part of this
Registration Statement from the date of the filing of such document with the
Commission. Any statement contained in this Registration Statement or in a
document incorporated in this Registration Statement by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document
incorporated herein by reference which statement is also incorporated herein by
reference is inconsistent with such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation provides for mandatory
indemnification of its officers, directors, employees and agents against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred, to the maximum extent permitted
under the Delaware General Corporation Law (the "GCL"). Section 145 of the GCL
empowers a corporation, within certain limitations, to indemnify any person
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any
suit or proceeding to which he is a party by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, as long as he acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. With respect to any criminal proceeding, he must have had no
reasonable cause to believe his conduct was unlawful.
2
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4 Genicom Corporation 1997 Stock Option Plan.
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 L.L.P.
24 Power of attorney is contained on page 5.
</TABLE>
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration
statement:
i. To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent posteffective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(a) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided however, that paragraphs (1)(A)(i) and (1)(A)(ii) do not apply if the
information required to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
A. That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
B. To remove from registration by means of a posteffective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3
<PAGE> 4
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
4
<PAGE> 5
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 posteffective 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 June 27, 1997.
GENICOM CORPORATION, Registrant
By: /s/ Paul T. Winn
---------------------------------------
Paul T. Winn
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------------------------------------- -------------------
<S> <C> <C>
/s/ Don E. Ackerman Chairman of the Board of Directors
- ------------------------------
Don E. Ackerman June 27, 1997
/s/ Paul T. Winn President, Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer) June 27, 1997
Paul T. Winn
/s/ Edward E. Lucente Director
- ------------------------------
Edward E. Lucente June 27, 1997
/s/ James C. Gale Vice President and Chief Financial Officer (Principal
- ------------------------------ Financial Officer) June 27, 1997
James C. Gale
</TABLE>
5
<PAGE> 1
EXHIBIT 4
GENICOM CORPORATION
1997 STOCK OPTION PLAN
As Adopted Effective
March 19, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. Purpose 1
2. Definitions 1
3. Stock 3
4. Eligibility 3
5. Stock Options 4
6. Method of Exercise of Options 5
7. Nontransferability of Options 5
8. Effective Date of the Plan 6
9. Termination, Modification, Change 6
10. Change in Capital Structure 6
11. Administration of the Plan 7
12. Notice 7
13. Interpretation 8
</TABLE>
<PAGE> 3
GENICOM CORPORATION
1997 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Genicom Corporation 1997 Stock Option Plan
is to further the long term stability and financial success of Genicom
Corporation by attracting and retaining key employees through the use of
stock options. It is believed that ownership of Company Stock through
the exercise of stock options granted under this Plan will stimulate the
efforts of those employees upon whose judgment and interests the Company
is and will be largely dependent for the successful conduct of its
business. It is also believed that stock options granted to such
employees under this Plan will strengthen their desire to remain employed
with the Company and will further the identification of those employees'
interests with those of the Company's stockholders. The Plan is intended
to continue the stock option program initially established under the
Previous Plan. The Plan also is intended to operate in compliance with
the provisions of Securities and Exchange Commission Rule 16b-3 and Code
section 162(m).
2. DEFINITIONS. As used in the Plan, the following terms have the meanings
indicated:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Applicable Withholding Taxes" means the aggregate amount of
federal, state and local income and payroll taxes that an Employer
is required to withhold in connection with the exercise of a
Nonstatutory Stock Option.
(c) "Board" means the Board of Directors of the Company.
(d) "Change of Control" means the occurrence of any of the following
events:
(i) A third person, including a "group" as defined in Section
13(d)(3) of the Act, becomes, or obtains the right to
become, the beneficial owner of Company Stock 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 the Company, a
Subsidiary or a Company employee benefit plan;
(ii) A reorganization, merger or consolidation in which the
beneficial owners of the Company 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
outstanding voting securities of the corporation resulting
from such organization, merger or consolidation; or
(iii) A complete liquidation or dissolution of the Company or the
sale or other disposition of all or substantially all of
the assets of the Company.
<PAGE> 4
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Committee of the Board referred to in
Section 11.
(g) "Company" means Genicom Corporation, a Delaware corporation.
(h) "Company Stock" means common stock of the Company. In the event
of a change in the capital structure of the Company (as provided
in Section 10), the shares resulting from such a change shall be
deemed to be Company Stock within the meaning of the Plan.
(i) "Date of Grant" means the date on which an Option is granted under
the Plan.
(j) "Disability" or "Disabled" means, as to an Incentive Stock Option,
a Disability within the meaning of Code section 22(e)(3). As to a
Nonstatutory Stock Option, the Board shall determine whether a
Disability exists and such determination shall be conclusive.
(k) "Effective Date" means March 19, 1997, subject to provisions of
Section 8 of the Plan.
(l) "Employer" means the Company and each Subsidiary that employs one
or more Participants.
(m) "Fair Market Value" per share of Company Stock as of any day means
the average of the closing prices of sales of shares of Company
Stock on all the national securities exchanges on which the
Company Stock may at the time be listed or, if there shall have
been no sales on any such day, the average of the highest bid and
lowest asked prices on all such exchanges at the end of such day,
or, if on any day the Company stock shall not be so listed, the
average of the representative bid and asked prices quoted in the
NASDAQ system as of 3:30 p.m., New York time, on such day, or, if
on any day the Company Stock shall not be quoted in the NASDAQ
system, the average of the high and low bid and asked prices on
such day in the over-the-counter market as reported by National
Quotation Bureau Incorporated, or any similar successor
organization.
(n) "Incentive Stock Option" means an Option intended to meet the
requirements of, and qualify for favorable federal income tax
treatment under, Code section 422.
(o) "Mature Shares" means shares of Company Stock for which the holder
thereof has good title, free and clear of all liens and
encumbrances and which such holder either (i) has held for at
least six months or (ii) has purchased on the open market.
(p) "Nonstatutory Stock Option" means an Option that does not meet the
requirements of Code section 422, or, even if meeting the
requirements of Code section 422, is not intended to be an
Incentive Stock Option and is so designated.
(q) "Option" means a right to purchase Company Stock granted under the
Plan, at a price determined in accordance with the Plan. Options
granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options.
2
<PAGE> 5
(r) "Participant" means any employee of the Company or a Subsidiary
who receives an Option under the Plan.
(s) "Previous Plan" means the Genicom Corporation Stock Option Plan,
as amended and restated effective February 7, 1991, and as
subsequently amended.
(t) "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under the Act. A reference in the Plan to
Rule 16b-3 shall include a reference to any corresponding rule (or
number redesignation) of any amendments to Rule 16b-3 enacted
after the effective date of the Plan's adoption.
(u) "Subsidiary" means another corporation in which the Company owns
stock possessing at least 50 percent of the combined voting power
of all classes of stock.
(v) "Taxable Year" means the fiscal period used by the Company for
reporting taxes on income under the Code.
(w) "10% Stockholder" means a person who owns, directly or indirectly,
stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any Subsidiary. Indirect
ownership of stock shall be determined in accordance with Code
section 424(d).
3. STOCK. Subject to Section 10 of the Plan, the total shares of Company
Stock for which Options may be granted under the Plan shall not exceed in
the aggregate 300,000 shares of Company Stock, plus the number of shares
of Company Stock for which options have not been granted under the
Previous Plan as of the Effective Date. In addition, shares of Company
Stock allocable to options or portions thereof under the Previous Plan
that expire or otherwise terminate unexercised after the Effective Date
may be subjected to an Option under the Plan, and shares allocable to
Options or portions thereof granted under the Plan that expire or
otherwise terminate unexercised under this Plan may again be subjected to
an Option under the Plan. The shares of Company Stock that may be
subject to Options under the Plan may either be authorized but unissued
shares, or shares reacquired at any time and now or hereafter held as
treasury stock as the Board may determine. No Participant shall be
granted Options for more than 200,000 shares during any single taxable
year.
4. ELIGIBILITY.
(a) All present and future employees of the Company or a Subsidiary
(whether now existing or hereafter created or acquired) whom the
Board determines has contributed or whom the Board determines can
be expected to contribute significantly to the Company or a
Subsidiary shall be eligible to receive Options under the Plan.
The Board shall have the power and complete discretion, as
provided in Section 11, to select eligible employees to receive
Options and to determine for each employee the terms and
conditions of each Option.
3
<PAGE> 6
(b) The grant of an Option shall not obligate an Employer to pay an
employee any particular amount of remuneration, to continue the
employment of the employee after the grant or to make further
grants to the employee at any time thereafter.
5. STOCK OPTIONS.
(a) The Board may make grants of Options to Participants. Whenever
the Board deems it appropriate to grant Options, notice shall be
given to the Participant stating the number of shares for which
Options are granted, the Option price per share, whether the
Options are Incentive Stock Options or Nonstatutory Stock Options,
and the conditions to which the grant and exercise of the Options
are subject. This notice, when duly accepted in writing by the
Participant, shall become a stock option agreement.
(b) The exercise price of shares of Company Stock covered by an
Incentive Stock Option shall be not less than 100% of the Fair
Market Value of such shares on the Date of Grant; provided,
however, that if an Incentive Stock Option is granted to a
Participant who is a 10% Stockholder, then the exercise price of
the shares covered by the Incentive Stock Option shall not be less
than 110% of the Fair Market Value of each shares on the Date of
Grant. The exercise price of shares of Company Stock covered by a
Nonstatutory Stock Option shall not be less than 85% of the Fair
Market Value of such shares on the Date of Grant.
(c) Options may be exercised in whole or in part at such times as may
be specified by the Board in the Participant's stock option
agreement; provided that, the exercise provisions for Incentive
Stock Options shall in no event be more liberal than the following
provisions:
(i) No Incentive Stock Option may be exercised after the first
to occur of (x) ten years from the Date of Grant, (y) three
months following the date of the Participant's retirement
or termination of employment with all Employers for reasons
other than Disability or death, or (z) one year following
the date of the Participant's termination of employment on
account of Disability or death.
(ii) An Incentive Stock Option by its terms, shall be
exercisable in any calendar year only to the extent that
the aggregate Fair Market Value (determined at the Date of
Grant) of the Company Stock with respect to which Incentive
Stock Options are exercisable for the first time during the
calendar year does not exceed $100,000 (the "Limitation
Amount"). Incentive Stock Options granted under the Plan
and all other plans of any Employer shall be aggregated for
purposes of determining whether the Limitation Amount has
been exceeded. The Board granting the Option may impose
such conditions as it deems appropriate on an Incentive
Stock Option to ensure that the foregoing requirement is
met. If Incentive Stock Options that first become
exercisable in a calendar year exceed the Limitation
Amount, the excess Options will be treated as Nonstatutory
Stock Options to the extent permitted by law.
(d) The Board may, in its discretion, grant Options that by their
terms become fully exercisable upon a Change of Control,
notwithstanding other conditions on exercisability in the stock
option agreement.
4
<PAGE> 7
6. METHOD OF EXERCISE OF OPTIONS.
(a) Options may be exercised by the Participant giving written notice
of the exercise to the Employer, stating the number of shares the
Participant has elected to purchase under the Option the
Participant has elected to exercise. In the case of the purchase
of shares under an Option, such notice shall be effective only if
accompanied by the exercise price in full in cash; provided,
however, that to the extent the Participant's stock option
agreement so provides, the Participant may (i) deliver Mature
Shares (valued at their Fair Market Value on the date of
exercise) in satisfaction of all or any part of the exercise
price, (ii) cause to be withheld from the Option shares, shares
of Company Stock (valued at their Fair Market Value on the date
of exercise) in satisfaction of all or any part of the exercise
price, (iii) deliver a properly executed exercise notice together
with irrevocable instructions to a broker to deliver promptly to
the Company, from the sale or loan proceeds with respect to the
sale of Company Stock or a loan secured by Company Stock, the
amount necessary to pay the exercise price and, if allowed by the
terms of the Option, Applicable Withholding Taxes, or (iv)
deliver an interest bearing promissory note, payable to the
Company, in payment of all or part of the exercise price together
with such collateral as may be required by the Board at the time
of exercise. The interest rate under any such promissory note
shall be established by the Board and shall be at least equal to
the minimum interest rate required at the time to avoid imputed
interest under the Code.
(b) The Company may place on any certificate representing Company
Stock issued upon the exercise of an Option any legend deemed
desirable by the Company's counsel to comply with federal or
state securities laws, and the Company may require a customary
written indication of the Participant's investment intent. Until
the Participant has made any required payment, including any
Applicable Withholding Taxes, and has had issued a certificate
for the shares of Company Stock acquired, he or she shall possess
no stockholder rights with respect to the shares.
(c) Each Participant shall agree as a condition of the exercise of an
Option, to pay to the Company, or make arrangements satisfactory
to his or her Employer regarding the payment to the Employer of,
Applicable Withholding Taxes. Until such amount has been paid or
arrangements satisfactory to the Employer have been made, no
stock certificate shall be issued upon the exercise of an Option.
(d) As an alternative to making a cash payment to satisfy Applicable
Withholding Taxes, the Participant may, to the extent the
Participant's stock option agreement so provides, elect to (i)
deliver Mature Shares or (ii) have the Company retain that number
of shares of Company Stock that would satisfy all or a specified
portion of the Applicable Withholding Taxes. Any such election
shall be made only in accordance with procedures established by
the Board.
7. NONTRANSFERABILITY OF OPTIONS. Options, by their terms, shall not be
transferable except by will or by the laws of descent and distribution
and shall be exercisable, during the Participant's lifetime, only by the
Participant; provided, however that Nonstatutory Stock Options may be
transferable to the extent specifically provided in the stock option
agreement.
5
<PAGE> 8
8. EFFECTIVE DATE OF THE PLAN. The effective date of the Plan is March 19,
1997. The Plan shall be submitted to the stockholders of the Company
for approval. Until (i) the Plan has been approved by the Company's
stockholders, and (ii) the requirements of any applicable federal or
state securities laws have been met, no Option granted under the Plan
shall be exercisable.
9. TERMINATION, MODIFICATION, CHANGE. If not sooner terminated by the
Board, this Plan shall terminate at the close of business on March 18,
2007. No Options shall be granted under the Plan after its termination.
The Board may amend or terminate the Plan in such respects as it shall
deem advisable; provided that, if and to the extent required by the Code,
no change shall be made that increases the total number of shares of
Company Stock reserved for issuance pursuant to Options granted under the
Plan (except pursuant to Section 10), materially modifies the
requirements as to eligibility for participation in the Plan, or
materially increases the benefits accruing to Participants under the
Plan, unless such change is authorized by the stockholders of the
Company. Notwithstanding the foregoing, the Board may unilaterally amend
the Plan and Options with respect to Participants as it deems appropriate
to ensure compliance with Rule 16b-3 and to cause Incentive Stock
Options to meet the requirements of the Code, including Code sections
162(m) and 422, and regulations thereunder. Except as provided in the
preceding two sentences, a termination or amendment of the Plan shall
not, without the consent of the Participant, adversely affect a
Participant's rights under an Option previously granted to him or her.
10. CHANGE IN CAPITAL STRUCTURE.
(a) In the event of a stock dividend, stock split or combination of
shares, recapitalization or merger in which the Company is the
surviving corporation or other change in the Company's capital
stock (including, but not limited to, the creation or issuance to
stockholders generally of rights, options or warrants for the
purchase of common stock or preferred stock of the Company), the
number and kind of shares of stock or securities of the Company to
be subject to the Plan and to Options then outstanding or to be
granted thereunder, the maximum number of shares or securities
which may be delivered under the Plan, the exercise price, the
annual award limit for a Participant under Section 4, and other
relevant provisions shall be appropriately adjusted by the Board,
whose determination shall be binding on all persons. If the
adjustment would produce fractional shares with respect to any
unexercised Option, the Board may adjust appropriately the number
of shares covered by the Option so as to eliminate the fractional
shares.
(b) If the Company is a party to a consolidation or a merger in which
the Company is not the surviving corporation, a transaction that
results in the acquisition of substantially all of the Company's
outstanding stock by a single person or entity, or a sale or
transfer of substantially all of the Company's assets, the Board
may take such actions with respect to outstanding Options as the
Board deems appropriate.
(c) Notwithstanding anything in the Plan to the contrary, the Board
may take the foregoing actions without the consent of any
Participant, and the Board's determination shall be conclusive and
binding on all persons for all purposes.
6
<PAGE> 9
11. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Board. Subject to the
express provisions of the Plan, the Board shall have the authority
to take any and all actions necessary to implement the Plan and to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, and to make all other determinations
necessary or advisable in administering the Plan. All of such
determinations shall be final and binding upon all persons. The
Board may request advice or assistance or employ such other
persons as are necessary for proper administration of the Plan.
(b) The Board may delegate administrative responsibilities to a
Committee, consisting of not less than two members of the Board
appointed by the Board (the "Committee"). The Board from time to
time may appoint members previously appointed and may fill
vacancies, however caused, in the Committee. The Board may
abolish the Committee at any time and revest the administration of
the Plan in the Board. Service on the Committee shall constitute
service as a director of the Company so that members of the
Committee shall be entitled to indemnification and reimbursement
as directors of the Company pursuant to its Certificate of
Incorporation and Bylaws.
(c) The Board shall have the power and complete discretion to
determine (i) which eligible employees shall receive Options and
the nature of each Option, (ii) the number of shares of Company
Stock to be covered by each Option, (iii) whether Options shall
be Incentive Stock Options or Nonstatutory Stock Options, (iv)
the time or times when an Option shall be granted, (v) whether an
Option shall become vested over a period of time and when it
shall be fully vested, (vi) when Options may be exercised, (vii)
whether a Disability exists, (viii) the manner in which payment
will be made upon the exercise of Options, (ix) conditions
relating to the length of time before disposition of Company
Stock received upon the exercise of Options is permitted, (x)
whether to authorize a Participant (A) to deliver Mature Shares
to satisfy Applicable Withholding Taxes or (B) to have the
Employer withhold from the shares to be issued upon the exercise
of a Nonstatutory Stock Option the number of shares necessary to
satisfy Applicable Withholding Taxes, (xi) notice provisions
relating to the sale of Company Stock acquired under the Plan,
and (xii) any additional requirements relating to Options that
the Board deems appropriate. Notwithstanding the foregoing, no
"tandem stock Options" (where two stock Options are issued
together and the exercise of one Option affects the right to
exercise the other Option) may be issued in connection with
Incentive Stock Options. The Board shall have the power to amend
the terms of previously granted Options that were granted by the
Board so long as the terms as amended are consistent with the
terms of the Plan and provided that the consent of the
Participant is obtained with respect to any amendment that would
be detrimental to him or her, except that such consent will not
be required if such amendment is for the purpose of complying
with Rule 16b-3 or any requirement of the Code applicable to the
Option.
(d) The Board may adopt rules and regulations for carrying out the
Plan with respect to Participants. The interpretation and
construction of any provision of the Plan by the Board shall be
final and conclusive as to any Participant. The Board may
consult with counsel, who may be counsel to the Company, and
shall not incur any liability for any action taken in good faith
in reliance upon the advice of counsel.
12. NOTICE. All notices and other communications required or permitted to be
given under this Plan shall be in writing and shall be deemed to have
been duly given if delivered personally or mailed
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first class, postage prepaid, as follows (a) if to an Employer - at the
principal business address of the Company to the attention of the Chief
Financial Officer; (b) if to any Participant - at the last address of
the Participant known to the sender at the time the notice or other
communication is sent.
13. INTERPRETATION. This Plan shall be subject to all present and future
regulations and rulings of the Secretary of the Treasury or his or her
delegate relating to the qualification of Incentive Stock Options and
deductibility of compensation under the Code. If any provision of the
Plan conflicts with any such regulation or ruling, then that provision of
the Plan shall be void and of no effect. The terms of this Plan shall be
governed by the laws of the State of Delaware without regard to choice of
law provisions.
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<PAGE> 1
Exhibit 5
McGuire, Woods, Battle & Boothe, LLP
The Army and Navy Club Building
1627 Eye Street, N.W.
Washington, D.C. 20006-4007
June 25, 1997
Board of Directors
Genicom Corporation
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 20151
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 1997 Stock Option Plan (the
"Plan"). The Registration Statement covers 300,000 shares of GENICOM Common
Stock, $.01 par value, which have been, with the approval of the shareholders
of GENICOM Corporation, reserved for issuance under the Plan.
We are of the opinion that the 300,000 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 filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe, LLP
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Genicom Corporation and Subsidiaries on Form S-8 (File No.
333- ) of our report dated January 30, 1997, on our audits of the
consolidated financial statements and financial statement schedules of Genicom
Corporation as of December 29, 1996 and December 31, 1995, and for each of the
three fiscal years in the period ended December 29, 1996, which report appears
on Page F-2 of the Genicom Corporation and Subsidiaries 1996 Annual Report on
Form 10-K.
/s/ Coopers & Lybrand L.L.P.
McLean, Virginia
June 27, 1997
