<PAGE> 1
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 1998 EMPLOYEE OWNERSHIP PARTICIPATION 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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<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
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 400,000 $3.81 $1,524,000 $449.58
- -------------------------------------------------------------------------------------------------------------------------------
Rights to Purchase
Common Stock 400,000 (2)
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</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
10, 1998.
(2) The Rights to Purchase Common Stock are attached to and trade with the
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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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
28, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 29,
1998;
(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;
(d) the description of the Rights to Purchase Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A, filed on July
5, 1996, Commission File No. 0-14685; and
(e) 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
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit Number Description
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<S> <C>
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 Genicom Corporation 1998 Employee Ownership Participation Plan, filed as Exhibit A to
Genicom Corporation Proxy Statement for Annual Meeting held May 20, 1998, is incorporated
herein by reference.
</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;
iii. 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.
3
<PAGE> 4
B. 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.
C. 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. 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
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
-------------------------------------
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>
* Don E. Ackerman
- ------------------------------------------------ Chairman of the Board of Directors
Don E. Ackerman June 15, 1998
* Paul T. Winn
- ------------------------------------------------ President, Chief Executive Officer and Director
Paul T. Winn (Principal Executive Officer) June 15, 1998
* John G. Hill
- ------------------------------------------------ Director
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
* By /s/ James C. Gale
-----------------
James C. Gale
Attorney-in-Fact for the above-named
persons.
</TABLE>
5
<PAGE> 1
Exhibit 5
McGuire, Woods, Battle & Boothe LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
June 10, 1998
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 1998 Employee Ownership Participation Plan
(the "Plan"). The Registration Statement covers 400,000 shares of GENICOM Common
Stock, $0.01 par value, and 400,000 associated Rights to Purchase Common Stock.
The shares of Common Stock covered by the Registration Statement have been, with
the approval of the shareholders of GENICOM Corporation, reserved for issuance
under the Plan.
We are of the opinion that the 400,000 shares of Common Stock which are
authorized for issuance under the Plan, when issued and sold in accordance with
the terms and provisions of the Plan and as set forth in and contemplated by the
Registration Statement, will be duly authorized, legally issued, fully paid and
nonassessable.
We are also of the opinion that the 400,000 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 filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
<PAGE> 1
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
<PAGE> 1
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
<PAGE> 2
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
-----------------
James C. Gale
<PAGE> 3
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
-----------------
John G. Hill
<PAGE> 4
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
-----------------
Paul T. Winn
