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Registration No._________
As Filed with the Securities and Exchange Commission on June 15, 1998
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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)
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)
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
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<TABLE>
<CAPTION>
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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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<S> <C> <C> <C> <C>
Common Stock 600,000 $3.81 $2,286,000 $674.37
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Rights to Purchase
Common Stock 600,000 (2)
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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 June
10, 1998.
(2) The Rights to Purchase Common stock are attached to and trade with shares of
the Common Stock. Value attributable to such rights, if any, will be reflected
in the market price of the shares of Common Stock.
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INTRODUCTION
The purpose of this Registration Statement is to register 600,000 additional
shares of Common Stock, $0.01 par value, of Genicom Corporation and associated
Rights to Purchase Common Stock, issuable pursuant to the Genicom Corporation
1997 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 Statement No. 333-30153 filed with the Commission on June 27,
1997, and those of its Amendment No. 1 to Form S-8 Registration Statement No.
333-30153 filed with the Commission on June 11, 1998.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit Number Description
4.1 Genicom Corporation's Restated Certificate of
Incorporation effective as of June 15, 1992 and
its Certificate of Amendment to Certificate of
Incorporation effective as of July 17, 1995,
filed as Exhibits 3.1 and 3.2 to Form 8-A filed
with the Commission on July 5, 1996,
Commission No. 0-14685, are incorporated herein
by reference.
4.2 Genicom Corporation's Bylaws, dated June 1,
1983, as amended January 23, 1989, filed as
Exhibit 3.3 to Form 8-A filed with the
Commission on July 5, 1996, Commission No.
0-14685, are incorporated herein by reference.
4.3 Rights Agreement dated as of June 16, 1996
between Genicom Corporation and First Union
National Bank of North Carolina filed as Exhibit
4.1 to Form 8-A filed with the Commission on
July 5, 1996, Commission No. 0-14685, is
incorporated herein by reference.
5 Opinion of McGuire, Woods, Battle & Boothe LLP
with respect to the legality of the securities
being registered (filed herewith).
23.1 Consent of McGuire, Woods, Battle & Boothe LLP
(included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P. (filed
herewith).
24 Powers of attorney (filed herewith).
99 First Amendment to the Registrant's 1997
Stock Option Plan, dated December 14, 1997
(filed herewith).
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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 15, 1998.
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.
<TABLE>
<CAPTION>
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 June 15, 1998
* Paul T. Winn President, Chief Executive Officer and Director
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Paul T. Winn (Principal Executive Officer) June 15, 1998
* John G. Hill Director
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John G. Hill June 15, 1998
/s/ James C. Gale Vice President and Chief Financial Officer (Principal
- -----------------------------------
James C. Gale Financial Officer) June 15, 1998
</TABLE>
* By /s/ James C. Gale
--------------------------
James C. Gale
Attorney-in-Fact for the above-named persons.
3
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Exhibit 5
McGuire, Woods, Battle & Boothe LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219-4030
June 10, 1998
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 1997 Stock Option Plan (the
"Plan"). The Registration Statement covers 600,000 shares of GENICOM Common
Stock, $0.01 par value, and 600,000 associated Rights to Purchase Common Stock.
The shares of Common Stock covered by the Registration Statement 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 600,000 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 are also of the opinion that the 600,000 Rights to Purchase Common
Stock, when issued in accordance with the terms and provisions of the Rights
Agreement dated as of June 16, 1996 between Genicom Corporation and First Union
National Bank of North Carolina 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 LLP
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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 (File No. 333- )
of our report dated January 29, 1998, on our audits of the consolidated
financial statements and financial statement schedule of Genicom Corporation as
of December 28, 1997 and December 29, 1996, and for each of the three fiscal
years in the period ended December 28, 1997, which report appears on page F-2 of
the Company's Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
McLean, Virginia
June 15, 1998
5
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Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Paul T. Winn and
James C. Gale, each acting singly, his attorneys-in-fact, with full power to act
without the other, to execute on his behalf, individually and in his capacity as
a director of Genicom Corporation (the "Company"), and to file any documents
referred to below relating to the registration of (i) 600,000 shares of the
Company's Common Stock, and (ii) an equal number of rights to purchase shares of
Common Stock pursuant to the Rights Agreement dated as of June 16, 1996 between
the Company and First Union National Bank of North Carolina ("Rights") to be
issued pursuant to the Company's 1997 Stock Option Plan; and (iii) 400,000
shares of the Company's Common Stock and (iv) an equal number of Rights to be
issued pursuant to the Company's 1998 Employee Ownership Participation Plan, and
(v) 70,000 shares of the Company's Common Stock and (vi) an equal number of
Rights to be issued pursuant to the Company's 1998 Non-Employee Directors Stock
Option Plan and (vii) 20,000 shares of the Company's Common Stock and (viii) an
equal number of Rights to be issued pursuant to options outstanding and held by
the non-employee directors of the Company, such documents being: registration
statements on Form S-8 to be filed with the Securities and Exchange Commission;
such statements with, and/or applications to, the regulatory authorities of any
state in the United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be filed with
respect thereto with any regulatory authority; and any and all amendments
(post-effective and pre-effective) to any of the foregoing, with all exhibits
and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 20th day of May, 1998.
/s/ Don E. Ackerman
--------------------
Don E. Ackerman
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Paul T. Winn and
Karen M. Morinelli, each acting singly, his attorneys-in-fact, with full power
to act without the other, to execute on his behalf, individually and in his
capacity as an officer of Genicom Corporation (the "Company"), and to file any
documents referred to below relating to the registration of (i) 600,000 shares
of the Company's Common Stock, and (ii) an equal number of rights to purchase
shares of Common Stock pursuant to the Rights Agreement dated as of June 16,
1996 between the Company and First Union National Bank of North Carolina
("Rights") to be issued pursuant to the Company's 1997 Stock Option Plan; and
(iii) 400,000 shares of the Company's Common Stock and (iv) an equal number of
Rights to be issued pursuant to the Company's 1998 Employee Ownership
Participation Plan, and (v) 70,000 shares of the Company's Common Stock and (vi)
an equal number of Rights to be issued pursuant to the Company's 1998
Non-Employee Directors Stock Option Plan and (vii) 20,000 shares of the
Company's Common Stock and (viii) an equal number of Rights to be issued
pursuant to options outstanding and held by the non-employee directors of the
Company, such documents being: registration statements on Form S-8 to be filed
with the Securities and Exchange Commission; such statements with, and/or
applications to, the regulatory authorities of any state in the United States as
may be necessary to permit such shares to be offered in such states; any and all
other documents required to be filed with respect thereto with any regulatory
authority; and any and all amendments (post-effective and pre-effective) to any
of the foregoing, with all exhibits and documents required to be filed in
connection therewith.
The undersigned further grants unto such attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 20th day of May, 1998.
/s/ James C. Gale
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James C. Gale
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Paul T. Winn and
James C. Gale, each acting singly, his attorneys-in-fact, with full power to act
without the other, to execute on his behalf, individually and in his capacity as
a director of Genicom Corporation (the "Company"), and to file any documents
referred to below relating to the registration of (i) 600,000 shares of the
Company's Common Stock, and (ii) an equal number of rights to purchase shares of
Common Stock pursuant to the Rights Agreement dated as of June 16, 1996 between
the Company and First Union National Bank of North Carolina ("Rights") to be
issued pursuant to the Company's 1997 Stock Option Plan; and (iii) 400,000
shares of the Company's Common Stock and (iv) an equal number of Rights to be
issued pursuant to the Company's 1998 Employee Ownership Participation Plan, and
(v) 70,000 shares of the Company's Common Stock and (vi) an equal number of
Rights to be issued pursuant to the Company's 1998 Non-Employee Directors Stock
Option Plan and (vii) 20,000 shares of the Company's Common Stock and (viii) an
equal number of Rights to be issued pursuant to options outstanding and held by
the non-employee directors of the Company, such documents being: registration
statements on Form S-8 to be filed with the Securities and Exchange Commission;
such statements with, and/or applications to, the regulatory authorities of any
state in the United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be filed with
respect thereto with any regulatory authority; and any and all amendments
(post-effective and pre-effective) to any of the foregoing, with all exhibits
and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 3rd day of June, 1998.
/s/ John G. Hill
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John G. Hill
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints James C. Gale and
Karen M. Morinelli, each acting singly, his attorneys-in-fact, with full power
to act without the other, to execute on his behalf, individually and in his
capacity as an officer and/or director of Genicom Corporation (the "Company"),
and to file any documents referred to below relating to the registration of (i)
600,000 shares of the Company's Common Stock, and (ii) an equal number of rights
to purchase shares of Common Stock pursuant to the Rights Agreement dated as of
June 16, 1996 between the Company and First Union National Bank of North
Carolina ("Rights") to be issued pursuant to the Company's 1997 Stock Option
Plan; and (iii) 400,000 shares of the Company's Common Stock and (iv) an equal
number of Rights to be issued pursuant to the Company's 1998 Employee Ownership
Participation Plan, and (v) 70,000 shares of the Company's Common Stock and (vi)
an equal number of Rights to be issued pursuant to the Company's 1998
Non-Employee Directors Stock Option Plan and (vii) 20,000 shares of the
Company's Common Stock and (viii) an equal number of Rights to be issued
pursuant to options outstanding and held by the non-employee directors of the
Company, such documents being: registration statements on Form S-8 to be filed
with the Securities and Exchange Commission; such statements with, and/or
applications to, the regulatory authorities of any state in the United States as
may be necessary to permit such shares to be offered in such states; any and all
other documents required to be filed with respect thereto with any regulatory
authority; and any and all amendments (post-effective and pre-effective) to any
of the foregoing, with all exhibits and documents required to be filed in
connection therewith.
The undersigned further grants unto such attorneys and each of them
full power and authority to perform each and every act necessary to be done in
order to accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 20th day of May, 1998.
/s/ Paul T. Winn
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Paul T. Winn
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Exhibit 99
FIRST AMENDMENT
TO THE
GENICOM CORPORATION
1997 STOCK OPTION PLAN
FIRST AMENDMENT, dated as of December 14, 1997, to the GENICOM
Corporation 1997 Stock Option Plan (the "Plan"), by GENICOM Corporation (the
"Company").
The Company maintains the Plan, as adopted effective March 19, 1997. On
December 14, 1997, the Board of Directors unanimously approved a resolution to
increase the number of shares issuable under the Plan by 600,000 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 May 20, 1998.
NOW, THEREFORE, the Plan is amended as follows:
I. Section 3 is amended by revising the first sentence in its
entirety to read as follows:
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 900,000 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.
6
