<PAGE> 1
Registration No._________
As Filed with the Securities and Exchange Commission on June 15, 1998
===============================================================================
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 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
AND
STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR DON E. ACKERMAN
AND
STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR JOHN G. HILL
(Full titles of Plans)
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
===========================================================================================================================
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
(Stock Option Plan) 70,000 $3.81 $266,700 $20.65
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock (Ackerman) 10,000 $3.125 $31,250 $2.95
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock
(Hill) 10,000 $7.875 $78,750 $2.95
- ---------------------------------------------------------------------------------------------------------------------------
Rights to Purchase Common
Stock 90,000 (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.
===============================================================================
<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
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
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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).
99.1 Genicom Corporation 1998 Non-Employee
Directors Stock Option Plan, filed as
Exhibit B to Genicom Corporation Proxy
Statement for Annual Meeting held May 20,
1998, is incorporated herein by reference.
99.2 Non-Statutory Stock Option Agreements with
Non-Employee Directors Don E. Ackerman and
John G. Hill (filed herewith).
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
- -------------------------------- (Principal Executive Officer) June 15, 1998
Paul T. Winn
* John G. Hill Director
- --------------------------------
John G. Hill June 15, 1998
/s/ James C. Gale Vice President and Chief Financial Officer (Principal
- -------------------------------- Financial Officer) June 15, 1998
James C. Gale
</TABLE>
* By /s/ James C. Gale
-----------------
James C. Gale
Attorney-in-Fact for the above-named persons.
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 Non- Employee Directors
Stock Option Plan (the "Plan") and to grants of non-statutory stock options to
Non-Employee Directors Don E. Ackerman and John G. Hill (the "Option
Agreements"). The Registration Statement covers 90,000 shares of GENICOM
Common Stock, $0.01 par value, and 90,000 associated Rights to purchase Common
Stock. The 70,000 shares to be registered for issuance under the Plan have
been, with the approval of the shareholders of GENICOM Corporation, reserved
for issuance under the Plan.
We are of the opinion that the 70,000 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 of the opinion that the 20,000 shares of Common
Stock covered by the Option Agreements, when issued and sold in accordance with
the terms and provisions of the Option Agreements and as set forth in and
contemplated by the Registration Statement, will also be duly authorized,
legally issued, fully paid and non-assessable.
We are also of the opinion that the 90,000 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
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
<PAGE> 1
EXHIBIT 99.2
GENICOM CORPORATION
NON-STATUTORY STOCK OPTION AGREEMENT
Employee-Optionee: Don E. Ackerman
Number of shares of
Common Stock subject
to this Option Agreement: 10,000
The Board of Directors of GENICOM Corporation (the "Company") has granted to
you Non-Statutory Stock Options (the "Option") to purchase the number of shares
of the Company's common stock, $.01 par value ("Common Stock") set forth above.
Such number of shares (as such may be adjusted as described in Section 9 below)
is herein referred to as the "Option Shares." This Option is not an "incentive
stock option" as described in Section 422A of the Internal Revenue Code of 1986
(the "Code") and may not be treated as such for tax purposes by you or the
Company. Additional terms and conditions of this Option are set out below.
1. Date of Grant. This Option was granted to you on January 28, 1997.
2. Termination of Option. Your right to exercise this Option (and to purchase
the Option Shares) shall expire and terminate on the earlier of (i) January 28,
2007, or (ii) on the date provided in Section 8 below in the event you cease to
be a Director of the Company.
3. Option Price. The purchase price to be paid upon the exercise of this
Option will be $3.125 per share, the Fair Market Value of the Common Stock as
determined by the Board of Directors on the date of grant of this Option.
4. Regular Vesting Provisions -- Entitlement to Exercise the Option and
Purchase Option Shares. You may not exercise this Option in whole or in part
prior to January 28, 1998. On January 28, 1998, and on each of the four
succeeding anniversaries of that date (each date being referred to as a
"Vesting Date"), you shall become entitled to exercise this Option with respect
to 20% of the option shares.
5. Additional Provisions Relating to Exercise.
1.Once you become entitled to exercise this Option (and purchase
Option shares) as provided in Section 4 hereof, that right will
continue until the date on which this Option expires and terminates
pursuant to Section 2 hereof.
2.The Board of Directors of the Company, in its sole discretion, may
at any time accelerate the time at which this Option may be exercised
by you with respect to all or any part of the Option Shares.
<PAGE> 2
6. Exercise of Option. To exercise the Option, you must deliver a completed
copy of the attached Option Exercise Form to the address indicated on the Form,
specifying the number of Option Shares being purchased as a result of such
exercise, together with payment of the full option price for the Option Shares
being purchased as a result of such exercise. Payment of the Option price must
be made in cash or by check. Attached to this Option Agreement are two Option
Exercise Forms which are part of this Agreement. If you are not an "affiliate"
of the Company at the time you exercise the Option, you must deliver Option
Exercise Form 1 in order to exercise the Option. Option Exercise Form 2 is to
be delivered by Company "affiliates". If you are uncertain which form to
deliver, you should make inquiry of the Company before you exercise the Option.
7. Transferability of Option. This Option may not be transferred by you (other
than by will or the laws of descent and distribution) and may be exercised
during your lifetime only by you.
8. Termination of Employment.
1. In the event that you cease to be a Director of the Company for any
reason other than because of your death or "disability" (within the
meaning of Section 22(e)(3) of the Code), this Option may be exercised
within one month after you cease to be a Director, and only to the
same extent that you were entitled to exercise this Option on the date
you ceased to be a Director and had not previously done so.
2. In the event that you cease to be a Director of the Company by
reason of "disability" (as so defined), this Option may only be
exercised within one year after the date you cease to be a Director,
and only to the same extent that you were entitled to exercise this
Option on the date you ceased to be a Director by reason of such
disability and had not previously done so.
3. In the event that you die while a Director of the Company (or
within a period of one month after ceasing to be a Director of the
Company for any reason other than such "disability" or within a period
of one year after ceasing to a Director of the Company by reason of
such disability), this Option may be exercised during such one year
period by the executor or administrator of your estate or by any
person who shall have acquired the Option through bequest or
inheritance, but only to the same extent that you were entitled to
exercise this Option immediately prior to the time of your death and
you had not previously done so.
4. Notwithstanding any provision contained in this letter to the
contrary, in no event may this Option be exercised to any extent by
anyone after January 28, 2007.
9. Adjustments. If the total outstanding shares of Common Stock of the Company
shall be increased or decreased or changed into or exchanged for different
number of kind of shares of stock or other securities of the Company of another
corporation through 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 Common Stock, the unexercised portion of the Option
Shares
<PAGE> 3
covered by this Option, the exercise price, and other relevant provisions shall
be appropriately adjusted by the Board.
10. Continuation of Directorship. This Option shall not confer upon you any
right to continue as a Director of the Company, except as the stockholders of
the Company may determine.
11. Change of Control. In the event of a Change of Control (as defined below),
100% of this Option will become fully vested and exercisable if:
1. Your directorship is terminated within 18 months after a Change of
Control or
2. Your compensation is reduced after a Change of Control and you
resign from your position as a director within 18 months after the
Change of Control. In such circumstances, you will have 3 months
after termination of your directorship to exercise the covered stock
options.
A "Change of Control" is defined as:
1. A third person, including a "group" as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934, becomes, or obtains the right
to become, the beneficial owner of Company securities having 25% or
more of the combined voting power of the then outstanding securities
of the Company that may be cast for the election of directors to the
Board of the Company. An acquisition shall be excluded if made by the
Company, one of its subsidiaries, or a Company employee benefit plan;
or
2. A reorganization, merger or consolidation in which the beneficial
owners of the common stock and voting securities of the Company
immediately prior thereto do not immediately thereafter beneficially
own, directly or indirectly, more than 75% of the outstanding shares
of common stock and the combined voting power of the outstanding
voting securities of the corporation resulting from such organization,
merger or consolidation; or
3. 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.
Please acknowledge your acceptance and agreement to the terms of this Option
Agreement by signing the enclosed copy of this Option Agreement in the space
provided below and returning it promptly to me.
GENICOM CORPORATION
By:
---------------------------------
Senior Vice President & CFO
I accept and agree to the terms of the Options granted to me on January 28,
1997.
Optionee Date
------------------------- ------------------------
<PAGE> 4
Option Exercise #1
GENICOM CORPORATION
NON-STATUTORY STOCK OPTION EXERCISE FORM
FOR USE BY NON-AFFILIATES
GENICOM CORPORATION
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 20151
Attention: Chief Financial Officer
Dear Sir/Madam:
I hereby exercise __________ Non-Statutory Stock Options granted to me on
January 28, 1997. Enclosed you will find my check in the amount of $_______ in
payment of the entire option price due upon my exercise of these options.
I acknowledge that I have received and reviewed a copy of the Company's Annual
Report to Stockholders for the fiscal year ended ____________ and the Company's
Proxy Statement for the _____ Annual Meeting of Stockholders.
The share certificates should be issued to:
- ------------------------------- ------------------------------------
Full Name Street Address
- ------------------------------- ------------------------------------
Social Security Number City, State Zip
Sincerely,
------------------------------------
Optionee Signature
<PAGE> 5
Option Exercise #2
GENICOM CORPORATION
NON-STATUTORY STOCK OPTION EXERCISE FORM
FOR USE BY AFFILIATES
GENICOM CORPORATION
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 20151
Attention: Chief Financial Officer
Dear Sir/Madam:
I hereby exercise __________ Non-Statutory Stock Options granted to me on
January 28, 1997. Enclosed you will find my check in the amount of $_______ in
payment of the entire option price due upon my exercise of these options.
In connection with my purchase of shares of Genicom common stock, I hereby
represent and warrant to you that I am purchasing such shares for the purpose
of investment and not with a view to or for sale in connection with any
distribution thereof except in compliance with applicable law.
I acknowledge that I have received and reviewed a copy of the Company's Annual
Report to Stockholders for the fiscal year ended ____________ and the Company's
Proxy Statement for the _____ Annual Meeting of Stockholders.
The share certificates should be issued to:
- ------------------------------- ------------------------------------
Full Name Street Address
- ------------------------------- ------------------------------------
Social Security Number City, State Zip
Sincerely,
------------------------------------
Optionee Signature
<PAGE> 6
GENICOM CORPORATION
NON-STATUTORY STOCK OPTION AGREEMENT
Employee-Optionee: John G. Hill
Number of shares of
Common Stock subject
to this Option Agreement: 10,000
The Board of Directors of GENICOM Corporation (the "Company") has granted to
you Non-Statutory Stock Options (the "Option") to purchase the number of shares
of the Company's common stock, $.01 par value ("Common Stock") set forth above.
Such number of shares (as such may be adjusted as described in Section 9 below)
is herein referred to as the "Option Shares." This Option is not an "incentive
stock option" as described in Section 422A of the Internal Revenue Code of 1986
(the "Code") and may not be treated as such for tax purposes by you or the
Company. Additional terms and conditions of this Option are set out below.
2. Date of Grant. This Option was granted to you on January 28, 1998.
2. Termination of Option. Your right to exercise this Option (and to purchase
the Option Shares) shall expire and terminate on the earlier of (i) January 28,
2008, or (ii) on the date provided in Section 8 below in the event you cease to
be a Director of the Company.
3. Option Price. The purchase price to be paid upon the exercise of this
Option will be $7.875 per share, the Fair Market Value of the Common Stock as
determined by the Board of Directors on the date of grant of this Option.
4. Regular Vesting Provisions -- Entitlement to Exercise the Option and
Purchase Option Shares. You may not exercise this Option in whole or in part
prior to January 28, 1999. On January 28, 1999, and on each of the three
succeeding anniversaries of that date (each date being referred to as a
"Vesting Date"), you shall become entitled to exercise this Option with respect
to 20% of the option shares.
5. Additional Provisions Relating to Exercise.
1.Once you become entitled to exercise this Option (and purchase
Option shares) as provided in Section 4 hereof, that right will
continue until the date on which this Option expires and terminates
pursuant to Section 2 hereof.
2.The Board of Directors of the Company, in its sole discretion, may
at any time accelerate the time at which this Option may be exercised
by you with respect to all or any part of the Option Shares.
<PAGE> 7
6. Exercise of Option. To exercise the Option, you must deliver a completed
copy of the attached Option Exercise Form to the address indicated on the Form,
specifying the number of Option Shares being purchased as a result of such
exercise, together with payment of the full option price for the Option Shares
being purchased as a result of such exercise. Payment of the Option price must
be made in cash or by check. Attached to this Option Agreement are two Option
Exercise Forms which are part of this Agreement. If you are not an "affiliate"
of the Company at the time you exercise the Option, you must deliver Option
Exercise Form 1 in order to exercise the Option. Option Exercise Form 2 is to
be delivered by Company "affiliates". If you are uncertain which form to
deliver, you should make inquiry of the Company before you exercise the Option.
7. Transferability of Option. This Option may not be transferred by you (other
than by will or the laws of descent and distribution) and may be exercised
during your lifetime only by you.
8. Termination of Employment.
1. In the event that you cease to be a Director of the Company for any
reason other than because of your death or "disability" (within the
meaning of Section 22(e)(3) of the Code), this Option may be exercised
within one month after you cease to be a Director, and only to the
same extent that you were entitled to exercise this Option on the date
you ceased to be a Director and had not previously done so.
2. In the event that you cease to be a Director of the Company by
reason of "disability" (as so defined), this Option may only be
exercised within one year after the date you cease to be a Director,
and only to the same extent that you were entitled to exercise this
Option on the date you ceased to be a Director by reason of such
disability and had not previously done so.
3. In the event that you die while a Director of the Company (or
within a period of one month after ceasing to be a Director of the
Company for any reason other than such "disability" or within a period
of one year after ceasing to a Director of the Company by reason of
such disability), this Option may be exercised during such one year
period by the executor or administrator of your estate or by any
person who shall have acquired the Option through bequest or
inheritance, but only to the same extent that you were entitled to
exercise this Option immediately prior to the time of your death and
you had not previously done so.
4. Notwithstanding any provision contained in this letter to the
contrary, in no event may this Option be exercised to any extent by
anyone after January 28, 2008.
9. Adjustments. If the total outstanding shares of Common Stock of the Company
shall be increased or decreased or changed into or exchanged for different
number of kind of shares of stock or other securities of the Company of another
corporation through 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 Common Stock, the unexercised portion of the Option
Shares
<PAGE> 8
covered by this Option, the exercise price, and other relevant provisions shall
be appropriately adjusted by the Board.
10. Continuation of Directorship. This Option shall not confer upon you any
right to continue as a Director of the Company, except as the stockholders of
the Company may determine.
11. Change of Control. In the event of a Change of Control (as defined below),
100% of this Option will become fully vested and exercisable if:
1. Your directorship is terminated within 18 months after a Change of
Control or
2. Your compensation is reduced after a Change of Control and you
resign from your position as a director within 18 months after the
Change of Control. In such circumstances, you will have 3 months
after termination of your directorship to exercise the covered stock
options.
A "Change of Control" is defined as:
1. A third person, including a "group" as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934, becomes, or obtains the right
to become, the beneficial owner of Company securities having 25% or
more of the combined voting power of the then outstanding securities
of the Company that may be cast for the election of directors to the
Board of the Company. An acquisition shall be excluded if made by the
Company, one of its subsidiaries, or a Company employee benefit plan;
or
2. A reorganization, merger or consolidation in which the beneficial
owners of the common stock and voting securities of the Company
immediately prior thereto do not immediately thereafter beneficially
own, directly or indirectly, more than 75% of the outstanding shares
of common stock and the combined voting power of the outstanding
voting securities of the corporation resulting from such organization,
merger or consolidation; or
3. 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.
Please acknowledge your acceptance and agreement to the terms of this Option
Agreement by signing the enclosed copy of this Option Agreement in the space
provided below and returning it promptly to me.
GENICOM CORPORATION
By:
---------------------------------
Senior Vice President & CFO
<PAGE> 9
I accept and agree to the terms of the Options granted to me on January 28,
1998.
Optionee Date
------------------------- ------------------------
<PAGE> 10
Option Exercise #1
GENICOM CORPORATION
NON-STATUTORY STOCK OPTION EXERCISE FORM
FOR USE BY NON-AFFILIATES
GENICOM CORPORATION
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 20151
Attention: Chief Financial Officer
Dear Sir/Madam:
I hereby exercise __________ Non-Statutory Stock Options granted to me on
January 28, 1998. Enclosed you will find my check in the amount of $_______ in
payment of the entire option price due upon my exercise of these options.
I acknowledge that I have received and reviewed a copy of the Company's Annual
Report to Stockholders for the fiscal year ended ____________ and the Company's
Proxy Statement for the _____ Annual Meeting of Stockholders.
The share certificates should be issued to:
- ------------------------------- ------------------------------------
Full Name Street Address
- ------------------------------- ------------------------------------
Social Security Number City, State Zip
Sincerely,
------------------------------------
Optionee Signature
<PAGE> 11
Option Exercise #2
GENICOM CORPORATION
NON-STATUTORY STOCK OPTION EXERCISE FORM
FOR USE BY AFFILIATES
GENICOM CORPORATION
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 20151
Attention: Chief Financial Officer
Dear Sir/Madam:
I hereby exercise __________ Non-Statutory Stock Options granted to me on
January 28, 1998. Enclosed you will find my check in the amount of $_______ in
payment of the entire option price due upon my exercise of these options.
In connection with my purchase of shares of Genicom common stock, I hereby
represent and warrant to you that I am purchasing such shares for the purpose of
investment and not with a view to or for sale in connection with any
distribution thereof except in compliance with applicable law.
I acknowledge that I have received and reviewed a copy of the Company's Annual
Report to Stockholders for the fiscal year ended ____________ and the Company's
Proxy Statement for the _____ Annual Meeting of Stockholders.
The share certificates should be issued to:
- ------------------------------- ------------------------------------
Full Name Street Address
- ------------------------------- ------------------------------------
Social Security Number City, State Zip
Sincerely,
------------------------------------
Optionee Signature
