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Registration No. 333-30153
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As Filed with the Securities and Exchange Commission on June 11, 1998
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AMENDMENT NO. 1
TO
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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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share (1) price (1) registration fee
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Common Stock 300,000 $6.0625 $1,818,750 $551.00 (2)
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Rights to Purchase Common stock 300,000 (3)
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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 23, 1997.
(2) The registration fee was paid at the time the registration statement was
filed.
(3) The Rights to Purchase Common Stock are attached to and trade with shares of
the Common Stock. Value attributable to such rights, if any, is reflected in the
market price of the shares of Common Stock.
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INTRODUCTION
Genicom Corporation (the "Company") hereby amends its Registration
Statement on Form S-8 filed on June 27, 1997 (No. 333-30153), relating to the
sale of up to 300,000 shares of Common Stock of the Company issuable upon the
exercise of stock options, by filing this Amendment No. 1 in order to reflect
the existence of 300,000 associated Rights to Purchase Common Stock which are
attached to and trade with the shares of Common Stock.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by 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.
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit Number Description
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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 3.2 to Form 10-K filed with the Commission on March
29, 1989, 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 File 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. (previously filed).
24 Power of attorney (previously filed).
99 Genicom Corporation 1997 Stock Option Plan (previously filed as Exhibit 4).
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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;
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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.
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.
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POWER OF ATTORNEY
Each person whose signature appears has, by Power of Attorney filed on June 27,
1997, on page 5 to the Form S-8 Registration Statement (No. 333-30153),
appointed 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 the Form S-8 Registration Statement (No. 333-30153)
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 11, 1998.
GENICOM CORPORATION, Registrant
By: *
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Paul T. Winn
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
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SIGNATURE TITLE DATE
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*
- ------------------------------------------------ Chairman of the Board of Directors
Don E. Ackerman June 11, 1998
*
- ------------------------------------------------ President, Chief Executive Officer
Paul T. Winn and Director (Principal Executive Officer) June 11, 1998
*
- ------------------------------------------------ Director
Edward E. Lucente June 11, 1998
/s/ JAMES C. GALE
- ------------------------------------------------ Vice President and Chief Financial Officer
James C. Gale (Principal Financial Officer) June 11, 1998
* By /s/ JAMES C. GALE
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James C. Gale
Attorney-in-Fact for the above-named persons.
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Exhibit 5
McGuire, Woods, Battle & Boothe LLP
One James Center
901 E. 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 Amendment No. 1 (the "Amendment") to a registration
statement on Form S-8 (the "Registration Statement") filed on June 27, 1997
(Registration No. 333-30153) relating to the GENICOM Corporation 1997 Stock
Option Plan (the "Plan"). The Registration Statement, as amended, covers 300,000
shares of GENICOM Common Stock, $0.01 par value, and 300,000 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 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 are also of the opinion that the 300,000 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
Amendment.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
