As Filed with the Securities and Exchange Commission on September 23, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL COMMUNICATION, INC.
(Exact name of issuer as specified in its Charter)
ALASKA 92-0072737
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
(Address of Principal Executive Offices) (zip code)
GENERAL COMMUNICATION, INC.
REVISED 1986 STOCK OPTION PLAN
(Full title of the plan)
John M. Lowber
General Communication, Inc.
2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
(Name and address of agent for service)
907.265.5600
(Telephone number, including area code, of agent for service)
Copy to: Julius J. Brecht
Wohlforth, Vassar, Johnson & Brecht, A Professional Corporation
900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
907.276.6401
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed Proposed Maximum Amount of
Title of Securities to Amount to Maximum Aggregate Offering Registration
be Registered be Registered Offering Price (1) Price Fee
=================================================================================================================
<S> <C> <C> <C> <C>
General Communication,
Inc. Class
A Common Stock 1,500,000 $7,410,000 $7,875,000 $2,122.53
=================================================================================================================
<FN>
1 Estimated solely for the purpose of calculating the amount of the registration fee, based upon the average of
the high and low prices of $4.94 per share and $5.25 per share, respectively, for the Class A common stock, i.e., an
average of $5.09 per share, which will be the subject of the options under the Plan, as quoted on the Nasdaq Stock Market
on September 21, 1999.
- -----------------
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The contents of the initial Registration Statement pertaining to the
General Communication, Inc. Revised 1986 Stock Option Plan filed with the
Securities and Exchange Commission on Form S-8 on April 5, 1993 (Registration
No. 33-60222), the post-effective amendment no. 1 filed with the Commission on
Form S-8 POS on August 24, 1995 (Registration No. 333-8758), the post effective
amendment no. 2 filed with the Commission on Form S-8 POS on February 20, 1998
(Registration No. 333-8762), and the Company's annual report on Form 10-K for
the year ended December 31, 1998, as amended, are incorporated by reference into
this Registration Statement, provided that the incorporation by reference
required under Part II, item 3 of Form S-8 applies as of the date of this
Registration Statement. Required opinions, consents, and signatures are included
in this amendment.
Item 2. Registrant Information and Employee Plan Annual Information
See Item 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
See Item 1.
Item 4. Description of Securities
See Item 1.
Item 5. Interests of Named Experts and Counsel
See Item 1.
Item 6. Indemnification of Directors and Officers
See Item 1.
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 2
<PAGE>
Item 7. Exemption from Registration Claimed
See Item 1.
Item 8. Exhibits
See Exhibit Index and exhibits at the end of this Registration
Statement.
Item 9. Undertakings
The Company hereby undertakes each and every one of the following:
(1) To file, during any period in which offers or sales are being
made, a post-effective 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 post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) (adopted pursuant to the Securities Act of
1933, as amended) if, in the aggregate, the changes
in volume and price represent no more than a 20%
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(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)(i) and (1)(ii)
above do not apply if the registration statement is
on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished
to the Commission by the
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 3
<PAGE>
Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in
the Registration Statement;
(2) To agree that, for the purpose of determining any liability
under the Securities Act, each such post-effective 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;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering;
(4) To agree that, for purposes of determining any liability under
the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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; and
(5) To disclose, in so far as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in that act and is, therefore,
unenforceable; and in the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer, or controlling person of the Company 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, to submit,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, to a court of appropriate
jurisdiction the question whether such indemnification by the
Company is against public policy as expressed in that act and
to be governed by the final adjudication of that issue.
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 4
<PAGE>
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 Municipality of Anchorage, State of Alaska, on September 22,
1999.
GENERAL COMMUNICATION, INC.
(Registrant)
By: /s/ By: /s/
Ronald A. Duncan John M. Lowber
President & Chief Senior Vice President & Chief
Executive Officer Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
By: /s/
Alfred J. Walker
Vice President & Chief
Accounting Officer
(Principal Accounting Officer)
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ 08/30/99
Ronald A. Duncan Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ 08/29/99
Carter F. Page Date
Chairman of the Board
and Director
/s/ --
Robert M. Walp Date
Vice Chairman of the Board
and Director
/s/ 09/07/99
Ronald R. Beaumont, Director Date
/s/ 09/04/99
Donne F. Fisher, Director Date
/s/ --
William P. Glasgow, Director Date
/s/ 08/31/99
Stephen R. Mooney, Director Date
/s/ --
Larry E. Romrell, Director Date
/s/ --
James M. Schneider, Director Date
/s/ 09/01/99
Christopher J. Shipman, Director Date
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 6
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the locations and on the dates
indicated, effective for the Plan as of September 22, 1999.
GENERAL COMMUNICATION, INC. REVISED 1986 STOCK OPTION PLAN
By: Stock Option Plan Committee
/s/ 09/04/99
Donne F. Fisher Date
/s/ --
William P. Glasgow Date
/s/ 08/31/99
Stephen R. Mooney Date
/s/ --
Larry E. Romrell Date
/s/ --
James S. Schneider Date
/s/ 09/01/99
Christopher J. Shipman Date
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 7
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FOR THE GENERAL COMMUNICATION, INC.
REVISED 1986 STOCK OPTION PLAN
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 8
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
4 Instruments defining rights of security holders, including
indentures
4.1 (1) Restated Articles of Incorporation of General
Communication, Inc.
4.2 (2) Bylaws of General Communication, Inc.
4.3.1 (3) Separate resolutions of Board of Directors of the Company
and of Shareholders of the Company dated December 17, 1986
from meetings at which the board established and the
shareholders approved the establishment of the 1986 Stock
Option Plan
4.3.2 Copy of the General Communication, Inc. Revised 1986 Stock
Option Plan revised as of July 1, 1999
4.3.3 (3) Resolution of Shareholders of the Company adopted at their
September 15, 1988 meeting approving an increase in the
number of shares allocated to the Plan by 250,000 shares of
Class A common stock
4.3.4 (3) Resolution of Shareholders of the Company adopted at their
November 12, 1991 meeting approving certain amendments to
the Plan including increasing the number of shares
allocated to the Plan by 1,500,000 shares of Class A common
stock
4.3.5 (3) Resolution of Board of Directors of the Company adopted at
its meeting on December 5-6, 1991 approving certain
amendments to the Plan including changing the option price
per share to less than, equal to, or greater than the
market value, extending the option exercise period from
five to ten years, and making other changes to the Plan
4.3.6 (3) Resolution of Board of Directors of the Company at its June
4, 1992 meeting to make certain changes to cause the Plan
to comply with Rule 16b-3
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 9
<PAGE>
4.3.7 (4) Resolution of Board of Directors of the Company adopted at
its meeting on February 9, 1995 approving certain
amendments to the Plan including increasing the number of
shares allocated to the Plan by 850,000 shares of Class A
common stock
4.3.8 (4) Resolution of Shareholders of the Company adopted at their
June 20, 1995 meeting approving certain amendments to the
Plan recommended by the Board of Directors including
increasing the number of shares allocated to the Plan by
850,000 shares of Class A common stock
4.3.9 (5) Resolution of the Board of Directors of the Company adopted
at its meeting on February 6, 1997, approving an amendment
to the Plan increasing the number of shares allocated to
the Plan by 2,500,000 shares of Class A common stock
4.3.10 (5) Resolution of Shareholders of the Company adopted at their
November 25, 1997, meeting approving an amendment to the
Plan recommended by the Board of Directors increasing the
number of shares allocated to the Plan by 2,500,000 shares
of Class A common stock
4.3.11 Resolution of Board of Directors of the Company adopted at
its meeting on October 30, 1998 approving an amendment to
the Plan relating to eligibility requirements for
individuals serving on the Stock Option Plan Committee
4.3.12 Resolution of the Board of Directors of the Company adopted
at its meeting on April 21, 1999 approving an amendment to
the Plan increasing the number of shares allocated to the
Plan by 1,500,000 shares of Class A common stock
4.3.13 Resolution of shareholders of the Company adopted at their
June 10, 1999 meeting approving an amendment to the Plan
recommended by the board of directors increasing the number
of shares allocated to the Plan by 1,500,000 shares of
Class A common stock and ratify action by the board to
amend the Plan relating to eligibility requirements for
individuals serving on the Stock Option Plan Committee
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 10
<PAGE>
4.3.14 Resolution of Board of Directors of Company adopted by
unanimous consent in lieu of meeting appointing six
employee directors of the Company to serve as members of
the Stock Option Plan Committee, effective as of July 1,
1999.
5 Opinion re legality
5.1 (3) Legal Opinion on Legality of Options and Shares dated March
30, 1993
5.2 (4) Legal Opinion on Legality of Options and Shares dated
August 23, 1995
5.3 (5) Legal Opinion on Legality of Options and Shares dated
February 20, 1998
5.4 Legal Opinion on Legality of Options and Shares dated
September 22, 1999
15 None
24 Consents
24.1 Consent of Wohlforth, Vassar, Johnson & Brecht, A
Professional Corporation
24.2 Consent of Harris, Mericle, Wakayama & Mason, A
Professional Limited Liability Company
24.3 Consent of KPMG LLP
99 None
- ---------------------------------------------------------
1. Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's annual report on Form 10-K for the year ended
December 31, 1997.
2. Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1994.
3. Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's Registration for the Plan (Registration No.
33-60222) filed April 5, 1993.
4. Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's post-effective amendment no. 1 to the
Company's Registration for the Plan (Registration No. 333-8758) filed
August 24, 1995.
5. Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's registration of additional shares for the plan
(Registration No. 333-8762) filed February 20, 1998.
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 11
<PAGE>
EXHIBIT 4.3.2
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the document attached hereto as Exhibit 4.3.2A is a true and correct copy of the
General Communication, Inc. Revised 1986 Stock Option Plan dated as of July 1,
1999, revised in accordance with the amendments to the plan adopted by the
shareholders of General Communication, Inc. at their annual meeting held on June
10, 1999.
Executed this 21st day of September 1999, at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.
/s/
Notary Public in and for Alaska
My Commission Expires: 3/12/01
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 12
<PAGE>
EXHIBIT 4.3.2A
REVISED 1986 STOCK OPTION PLAN
OF
GENERAL COMMUNICATION, INC.
As of July 1, 1999
GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733 Page 13
<PAGE>
TABLE OF CONTENTS
SECTION TITLE PAGE
- ------- ----- ----
1 Purpose 15
2 Administration 15
3 Shares Covered by the Plan 17
4 Eligibility 17
5 Limitations on Granting of Options 18
6 Terms and Conditions of Options 18
7 Early Termination of Option 19
8 Payment for Stock 20
9 Nontransferability of Options 20
10 Changes in Stock 20
11 Employment Rights 21
12 Miscellaneous 21
13 Duration and Amendment of the Plan 21
GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733 Page 14
<PAGE>
Section 1. Purpose. The purpose of this Revised 1986 Stock Option Plan
of General Communication, Inc., as amended from time to time ("Plan"), is to
provide a special incentive to selected officers, non-employee directors and
other key employees of General Communication, Inc. ("GCI") and its present and
future subsidiaries (GCI and such subsidiaries collectively the "Company") in
order to promote the business of the Company and to encourage such persons to
accept or continue employment or directorships with the Company. Accordingly,
the Company will offer to sell shares of the Class A Common Stock of GCI
("Stock") as provided in this Plan to such employees or non-employee directors
of the Company as are designated in accordance with the provisions of this Plan.
Section 2. Administration. (a) Option Committee. The Plan will be
administered by the Board of Directors of GCI ("Board of Directors") through a
committee composed of two or more members of the Board of Directors and
appointed by the Board of Directors ("Option Committee"). A member of the Board
of Directors who is either eligible for options or to whom options have been
granted may vote on any matters affecting the administration of the Plan or the
granting of options under the Plan; provided that the grant or award of those
options is made with the selection of the individuals described in Section 1 of
the Plan and decisions concerning the timing, pricing and amount of a grant or
award, to be made solely by the Option Committee. The Option Committee shall be
composed of Non-Employee Directors.
(b) Non-Employee Directors. (i) For purposes of this Section
2, a "Non-Employee Director" means a member of the Board of Directors who
satisfies the following:
(A) Is not an officer of the Company or a parent or
subsidiary of the Company, or otherwise currently
employed by the Company or a parent or subsidiary of
the Company;
(B) Does not receive compensation, ether directly or
indirectly, from the Company or a parent or
subsidiary of the Company, for services rendered as a
consultant or in any capacity other than as a
director, except for an amount that does not exceed
the dollar amount for which disclosure would be
required pursuant to Item 404(a) of Regulation S-K
("Regulation S-K") adopted pursuant to the Securities
Exchange Act of 1934;
(C) Does not possess an interest in any other transaction
for which disclosure would be required pursuant to
Item 404(a) of Regulation S-K; and
GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733 Page 15
<PAGE>
(D) Is not engaged in a business relationship for which
disclosure would be required pursuant to Item 404(b)
of Regulation S-K.
(ii) For purposes of this Section 2, the term "officer" when
applied to the Company means the Company's president,
principal financial officer, principal accounting officer (or,
if there is no such accounting officer, the controller), an
executive officer, any vice-president of the Company in charge
of a principal business unit, division or function (such as
sales, administration or finance), any other officer who
performs a policy-making function, or any other person who
performs similarly policy-making functions for the Company.
(iii) For purposes of this Section 2, an "officer" of a parent
or subsidiary of the Company shall be deemed an officer of the
Company if the officer performs such policy-making functions
for the Company.
(c) Authority of the Option Committee. Subject to the
provisions of the Plan, the Option Committee is authorized and directed as
follows:
(i) To direct the grant of stock options;
(ii) To determine which of the employees of the Company or
non-employee members of the Board of Directors will be granted
options to purchase Stock, when such grants will be made, and
the number of shares of Stock to be covered by such options;
(iii) To determine the fair market value of the Stock covered
by such options;
(iv) To determine the nature and amount of consideration to
flow to the Company on such options;
(v) To determine the manner and, in its discretion either
generally or in any one or more particular instances, to
accelerate the time or times when such options will be
exercisable;
(vi) To determine other conditions and limitations, if any, on
each option granted under the Plan (which need not be
identical);
(vii) To prescribe the form or forms of the instruments
evidencing the options and any restrictions imposed on the
Stock purchased under the options and of any other instruments
required under the Plan and to change such forms from time to
time;
GCI Stock Option Plan
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ASS00E3B/0618.0733 Page 16
<PAGE>
(viii) To adopt, amend and rescind rules and regulations for
the administration of the Plan and waive compliance either
generally or in any one or more particular instances by an
optionee with the requirements of any such rule or regulation
or any option, subject to the provisions of the Plan and any
other applicable requirements;
(ix) To waive any restrictions imposed with respect to the
transferability of Stock acquired on exercise of options
granted under the Plan;
(x) To decide all questions and settle all controversies and
disputes which may arise in connection with the Plan; and
(xi) To interpret the Plan and to make all other
determinations deemed necessary or advisable for the
administration of the Plan.
(d) Quorum, Decision of Option Committee Binding, Notice. A majority of
the members of the Option Committee will constitute a quorum, and all decisions,
determinations and interpretations of the Option Committee will be made by a
majority of its members. All decisions, determinations and interpretations of
the Option Committee will be binding on all parties concerned. Any decision,
determination or interpretation of the Option Committee under the Plan may be
made without notice or meeting of the Option Committee but must be in writing
signed by all of the members of the Option Committee.
(e) The Option Committee shall make at least one report per year as of
December 31 of the status of the Plan including the following: (i) the total
numbers of shares subject to grants made during that year; (ii) the total number
of shares subject to grants as of that date; (iii) the total number of shares
issued pursuant to exercise of grants during that year; (iv) the total number of
shares issued pursuant to exercise of grants; and (v) the number of shares
remaining allocated to the Plan and not subject to grant of options under the
Plan or otherwise issued through the Plan. The Board of Directors may, from time
to time, direct the Option Committee to provide to the board other information
and reports on the Plan.
3. Shares Covered by the Plan. The Stock to be offered under the Plan
may be unissued shares as the Option Committee may from time to time determine.
Subject to Section 10 of the Plan, the number of shares available and reserved
for issue under the Plan will not exceed 7,200,000 shares of Stock. Shares
covered by an option that remain unpurchased upon expiration or termination of
the option may be used for further options under the Plan.
4. Eligibility. Key employees of the Company (including officers and
directors who are employees) and non-employee directors of the Company shall be
eligible for selection by the Option Committee as optionees under the Plan. In
selecting
GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733 Page 17
<PAGE>
the individuals to whom options shall be granted, as well as in determining the
number of shares subject to each option, the Option Committee shall take into
consideration the recommendations of the members of the Option Committee who are
also employees of the Company and such factors as it shall deem relevant in
connection with accomplishing the purposes of the Plan. An individual who has
been granted an option may, if he or she is otherwise eligible, be granted an
additional option or options.
5. Limitations on Granting of Options. Options may be granted under the
Plan until the Plan is terminated or suspended by resolution adopted by the
Board of Directors.
6. Terms and Conditions of Options. All options granted under the Plan
shall be subject to the following terms and conditions and to such other terms
and conditions as the Option Committee shall determine to be appropriate to
accomplish the purposes of the Plan:
(i) Option Price. The option price per share of stock
under each option will be less than, equal to, or
greater than the fair market value (rounded down to
the next lowest cent) per share at the time the
option is granted. For purposes of the Plan, the fair
market value and the option price per share of the
Stock on any date will be determined by the Option
Committee and may be computed by such method as the
Option Committee will consider as reflecting the fair
market value of the Stock or a price for the Stock
which is less than or greater than that fair market
value on that date. The proceeds of sale of Stock
subject to option are to be added to the general
funds of the Company and used for such corporate
purposes as the Board of Directors may determine.
(ii) Time of Granting Options. The date of grant of an
option under the Plan shall, for all purposes, be the
date on which the Option Committee makes the
determination granting such option, and no grant
shall be deemed effective under the Plan prior to
such date. Notice of the determination shall be given
to each employee to whom an option is so granted
within a reasonable time after the date of such
grant.
(iii) Period of Options. The period of an option will not
exceed ten years from the date of grant, and no
option will be exercisable after the expiration of
such date. Except as provided in Section 7 of the
Plan, an optionee must, at the time of exercise, be
an employee of the Company or non-employee member of
the Board of Directors.
GCI Stock Option Plan
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ASS00E3B/0618.0733 Page 18
<PAGE>
(iv) Exercise of Options. Except as hereinafter provided,
each option shall be made exercisable at such time or
times, whether or not in installments, as the Option
Committee shall prescribe at the time the option is
granted. In the case of an option not immediately
exercisable in full, the Option Committee may at any
time accelerate the time at which all or any part of
the option may be exercised.
(v) Six-Month Holding Period. An option granted under
this Plan must be held by the optionee for at least
six months from the date of grant or acquisition to
the date of disposition of the option through
exercise, conversion, or assignment as may be allowed
under the Plan.
7. Early Termination of Option. All options granted which have not as
yet become exercisable shall terminate immediately upon termination of
employment or termination of directorship for a non-employee director, death or
disability. All exercisable options that have not been exercised shall terminate
as follows:
(i) Termination of Employment or Directorship. All right
to exercise an option shall terminate not more than
one month after the optionee's employment or
directorship terminates for any reason other than his
or her death or his or her disability (within the
meaning of Section 105(d)(4) of the Internal Revenue
Code). Transfer from one corporation within the
Company to another shall not be deemed termination of
employment. The Option Committee shall have the
authority to determine in each case whether an
authorized leave of absence or absence on military or
governmental service shall be deemed a termination of
employment for purposes of this subsection.
(ii) Death of Optionee. If any optionee dies while
employed by or serving as a director of the Company,
or within three months thereafter, his or her option
shall terminate at the time provided in the option
certificate for termination in the event of death or,
if the option certificate contains no such provision,
the option shall terminate one year after the
optionee's death (but in each instance not later than
the date the option would otherwise expire). In the
meantime, subject to the limitations in the option
certificate, the option may be exercised by the
executors or administrators of the optionee's estate
or by the optionee's legatees or heirs.
(iii) Disability. In the event of termination of an
optionee's employment or directorship as a result of
disability within the meaning of Section
GCI Stock Option Plan
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ASS00E3B/0618.0733 Page 19
<PAGE>
105(d)(4) of the Internal Revenue Code, an optionee's
option shall terminate one year after his or her
employment terminates. In no event, however, may an
option be exercised after the expiration of the
option period.
8. Payment for Stock. Shares which are subject to an option shall be
issued only upon receipt by the Company of full payment of the consideration for
the shares as to which the option is exercised. The Company shall not be
obligated to deliver any shares unless and until, in the opinion of the
Company's counsel, all applicable federal and state laws and regulations have
been complied with, nor, in the event the outstanding Stock is at the time
listed upon any stock exchange, unless and until the shares to be delivered have
been listed or authorized to be added to the listing upon official notice of
issuance to such exchange, nor unless or until all other legal matters in
connection with the issuance and delivery of shares have been approved by the
Company's counsel. Without limiting the generality of the foregoing, the Company
may require from the optionee such investment representation or such agreement,
if any, as counsel for the Company may consider necessary in order to comply
with the Securities Act of 1933, as amended, and may require that the optionee
agree that any sale of the shares will be made only in such manner as is
permitted by the Option Committee and that the optionee will notify the Company
when he or she makes any disposition of the shares whether by sale, gift or
otherwise. The Company shall use its best efforts to effect any such compliance
and listing, and the optionee shall take any action reasonably requested by the
Company in such connection. An optionee shall have the rights of a shareholder
only as to shares actually acquired by him or her under the Plan.
9. Nontransferability of Options. No option may be transferred by the
optionee otherwise than by will or by the laws of descent and distribution, and
during the optionee's lifetime the option may be exercised only by the optionee.
More particularly, but without limiting the generality of the foregoing, an
option may not be assigned, transferred (except as provided in the next
preceding sentence), pledged, or hypothecated in any way (whether by operation
of law or otherwise), and will not be subject to execution, attachment or
similar process. Any attempted assignment, transfer, pledge, hypothecation or
other disposition of any option contrary to the provisions of the Plan, and any
levy of any attachment or similar process upon an option will be null and void
and without effect, and the Option Committee may, in its discretion, upon the
happening of any such event, terminate an option forthwith.
10. Changes in Stock. In the event of a stock dividend, stock split or
other change in corporate structure or capitalization affecting the Stock, the
number and kind of shares of stock on which options may be granted hereunder,
the number and kind of shares of stock remaining subject to each option
outstanding at the time of such change and the option price shall be
appropriately adjusted by the Option Committee, whose determination shall be
binding on all parties concerned. Subject to any required action
GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733 Page 20
<PAGE>
by the shareholders, if GCI shall be the surviving corporation in any merger or
consolidation (other than a merger or consolidation in which GCI survives but
its outstanding shares are converted into securities of another corporation or
exchanged for other consideration), any option granted hereunder shall pertain
and apply to the securities which a holder of the number of shares of Stock then
subject to the option should have been entitled to receive. A dissolution or
liquidation of GCI or a merger or consolidation in which GCI is not the
surviving corporation or its outstanding shares are so converted or exchanged
shall cause every option hereunder to terminate, but at least 20 days prior to
the effective date of any such dissolution or liquidation (or if earlier any
related sale of all or substantially all assets) or of any such merger or
consolidation, the Option Committee shall either make all options outstanding
hereunder immediately exercisable or arrange that the successor or surviving
corporation, if any, grant replacement options.
11. Employment Rights. Neither the adoption of the Plan nor the grant
of any option under it shall confer upon any employee of the Company any right
to continued employment with the Company, nor shall either interfere in any way
with the right of the Company to terminate the employment of any of its
employees at any time, with or without cause. Neither the existence of the Plan
nor the grant of any option hereunder shall be taken into account in determining
any damages to which an employee may be entitled upon termination of his or her
employment.
12. Miscellaneous. (a) Other Awards and Compensation. The plan shall
not restrict the authority of the Board of Directors of the Company, acting
directly or by authorization to any committee, for proper corporate purposes, to
grant or assume stock options or replacements or substitutions therefor, other
than under the Plan, whether in connection with any acquisition or otherwise,
and with respect to any employee or other person, or to award bonuses or other
benefits to optionees under the Plan in connection with exercises under the Plan
or otherwise or to maintain or establish other compensation or benefit plans or
practices.
(b) Statutory References, etc. References to the provisions of statutes
and regulations in the Plan shall be deemed to refer to such provisions as from
time to time in effect, unless the context suggests otherwise.
13. Duration and Amendment of the Plan. (a) Termination, Suspension or
Discontinuance of Plan. The Plan shall continue until such time as the Board of
Directors' adoption of a resolution suspending or terminating the Plan or
discontinuing granting options under the Plan; provided, however, that any such
suspension, termination or discontinuance shall not affect any options then
outstanding under the Plan. No options under the Plan may be granted after
termination of the Plan.
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<PAGE>
(b) Amendment of Plan. The Plan may be amended only as follows:
(i) Board Action. The Board of Directors from time to
time may make such modifications or amendments of the
Plan as it may deem advisable but may not, without
prior approval of the shareholders of GCI, except as
provided in Section 10 of the Plan, do any of the
following:
(A) Materially increase the benefits accruing to
participants under the Plan;
(B) Increase the number of shares which will be
available and reserved for issuance under
the Plan; and
(C) Change the class of persons eligible to
receive options under the Plan.
(ii) Affirmative Vote Required. The affirmative vote on
matters set forth in (b)(i) of this Section 13 will
be required by the holders of at least a majority of
the outstanding securities of the Company present or
represented and entitled to vote at a meeting duly
held in accordance with the Alaska Corporations Code,
the Articles of Incorporation of the Company, and the
Bylaws of the Company, and in accordance with the
rules and regulations in effect pursuant to Section
14(a) of the Securities Exchange Act of 1934 at the
time of such vote including providing such
information concerning the Plan which would be
required under those rules and regulations where such
written information must be furnished by mail to the
last known address of the securities holders of
record within 30 days prior to the date of mailing,
and four copies of such written information will be
filed with or mailed for filing to the Securities and
Exchange Commission not later than the date on which
it is first sent or given to securities holders of
the Company.
(c) Amendment of Outstanding Options. The Option Committee may at any
time or times amend any outstanding option or options for the purpose of
satisfying the requirements of any changes in applicable laws or regulations.
Further, it may, with the consent of the holder of the option, make such
modifications or amendments as it shall deem advisable.
(d) Limitation. Except as provided in Section 10 of this Plan, neither
the termination nor any modifications or amendment of the Plan or any
outstanding option shall, without the consent of the holder of an option
theretofore granted under the Plan,
GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733 Page 22
<PAGE>
adversely affect the rights of such holder with respect to such option or alter
or impair any option previously granted under the Plan.
(e) Termination of Right of Action. Every right of action arising out
of or in connection with the Plan by or on behalf of the Company, or by any
shareholder of GCI against any past, present or future member of the Board of
Directors or against any employee, or by an employee (past, present or future)
against the Company shall, irrespective of the place where an action may be
brought and irrespective of the place or residence of any such shareholder,
director or employee, cease and be barred by the expiration of three years from
the date of the act or omission with respect to which such right of action is
alleged to have arisen.
(f) Effectiveness of the Plan. The Plan shall become effective on
December 20, 1986, but shall be subject to approval by the shareholders of GCI
at a meeting of shareholders duly called and held, or by written consent duly
given, no later than twelve months after the date of adoption of the Plan by the
Board of Directors.
IN WITNESS hereof, General Communication, Inc. has executed this
Revised 1986 Stock Option Plan of General Communication, Inc. effective July 1,
1999.
GENERAL COMMUNICATION, INC.
/s/
Ronald A. Duncan
President and Chief Executive
Officer
/s/
John M. Lowber
Secretary
[S E A L]
GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733 Page 23
<PAGE>
EXHIBIT 4.3.11
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.11A is a
true and correct copy of a resolution duly adopted by the Board of Directors of
General Communication, Inc. at its meeting held on October 30, 1998.
Executed this 21st day of September 1999, at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.
/s/
Notary Public in and for Alaska
My Commission Expires: 3/12/01
GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733 Page 24
<PAGE>
BOARD RESOLUTION
RESOLVED, that the Board of Directors of General Communication, Inc.
hereby approves certain revisions to the Revised 1986 Stock Option Plan of
General Communication, Inc. ("Plan") to identify clearly that the Plan will be
administered by the board through the Stock Option Plan Committee ("Option
Committee") established by the board in February 1997 and to provide that the
membership on the Option Committee shall be composed of non-employee directors
as that term is defined under Rule 16b-3(b)(3)(i) of the regulations adopted by
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934 and to provide that the Option Committee shall make at least one report
per year as of December 31 of the status of the Plan and that the Option
Committee shall provide other information and reports on the Plan as the board
may, from time to time, direct;
RESOLVED FURTHER, that the President and the Secretary are directed to
take those necessary steps to implement the changes in the Plan as attached and
to execute and date the revised Plan.
DATED this 30th day of October 1998.
/s/
John M. Lowber, Secretary
Board Resolution
ASS00E3B/0618.0733 Page 25
<PAGE>
EXHIBIT 4.3.12
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.12A is a
true and correct copy of a resolution duly adopted by the Board of Directors of
General Communication, Inc. at its meeting held on April 21, 1999.
Executed this 21st day of September 1999, at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.
/s/
Notary Public in and for Alaska
My Commission Expires: 3/12/01
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 26
<PAGE>
EXHIBIT 4.3.12A
BOARD RESOLUTION
RESOLVED, that the Board of Directors of General Communication, Inc.
("Company") hereby approves the amendment to the Revised 1986 Stock
Option Plan of the Company last revised as of October 30, 1998 ("Stock
Option Plan") by increasing the number of shares allocated to the plan
by 1.5 million shares of Class A common stock, i.e., by increasing the
number of shares allocated to the plan from 5.7 million shares to 7.2
million shares;
RESOLVED FURTHER, that the president is directed to take those steps
necessary to seek the approval from the shareholders of the Company of
the proposed amendment to the Stock Option Plan and subsequent to
receiving that approval, to take those steps necessary to restate the
plan with the amended provisions in it.
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 27
<PAGE>
EXHIBIT 4.3.13
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the shareholder resolution attached hereto as Exhibit 4.3.13A is a true and
correct copy of a resolution duly adopted by the shareholders of General
Communication, Inc. at their meeting held on June 10, 1999.
Executed this 21st day of September 1999, at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.
/s/
Notary Public in and for Alaska
My Commission Expires: 3/12/01
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 28
<PAGE>
EXHIBIT 4.3.13A
SHAREHOLDER RESOLUTION
RESOLVED, that the following amendments to the Revised 1986 Stock
Option Plan ("Stock Option Plan") of General Communication, Inc.
("Company") adopted by the board of directors of the Company at its
April 21, 1999 meeting, relating to an increase in the amount of shares
authorized, and at its October 30, 1998 meeting relating to an
administrative amendment, are hereby approved and otherwise ratified by
the shareholders of the Company: (1) to increase the number of shares
authorized and allocated to the Stock Option Plan by 1.5 million shares
of Class A common stock, i.e., to increase that number of authorized
shares from 5.7 million shares to 7.2 million shares of Class A common
stock; and (2) to amend the Stock Option Plan to change the basic
eligibility criterion for an individual to be seated and to serve on
the Option Committee, which administers the plan, from that of a
disinterested director to that of a "non-employee director" as the term
is defined in the plan.
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 29
<PAGE>
EXHIBIT 4.3.14
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.14A is a
true and correct copy of a resolution duly adopted by the Board of Directors of
General Communication, Inc. by unanimous consent in lieu of a meeting, effective
as of July 1, 1999.
Executed this 21st day of September 1999, at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.
/s/
Notary Public in and for Alaska
My Commission Expires: 3/12/01
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 30
<PAGE>
EXHIBIT 4.3.14A
RESOLUTION
RESOLVED, that the Board of Directors of General Communication, Inc.
("Company") hereby appoints, by unanimous consent in lieu of a meeting
as allowed under Article IV, Section 10 of the Company's Bylaws, the
following six non-employee directors of the Company to serve as members
of the Company's Option Committee (with that committee to select from
its members a chair), effective as of July 1, 1999 and with each member
to serve until replaced by the board:
Donne F. Fisher
William P. Glasgow
Stephen R. Mooney
Larry E. Romrell
James M. Schneider
Christopher J. Shipman
DATED this 21st day of September, 1999.
/s/
John M. Lowber
Secretary
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 31
<PAGE>
EXHIBIT 5.4
WOHLFORTH, VASSAR, JOHNSON & BRECHT
A PROFESSIONAL CORPORATION
JULIUS J. BRECHT TELEPHONE
CHERYL RAWLS BROOKING 907.276.6401
CYNTHIA L. CARTLEDGE
BARBARA J. DREYER ATTORNEYS AT LAW FACSIMILE
ROBERT M. JOHNSON 907.276.5093
BRADLEY E. MEYEN 900 WEST 5TH AVENUE, SUITE 600
KENNETH E. VASSAR E-MAIL
MARSHALL T. WHITE ANCHORAGE, ALASKA 99501-2048 [email protected]
ERIC E. WOHLFORTH
September 22, 1999
Ronald A. Duncan, President
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
Re: Opinion As To Legality of Shares To Be Issued Pursuant To
General Communication, Inc. Revised 1986 Stock Option Plan As
Revised As of July 1, 1999; Our File No. 618.0733
Dear Mr. Duncan:
You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with 1,500,000 shares of Class A
common stock of the Company ("Shares") to be issued in conjunction with the
Company's Revised 1986 Stock Option Plan ("Plan"), the allocation of which
Shares was approved by the shareholders of the Company at its annual meeting
held on June 10, 1999.
It is this firm's understanding that the facts surrounding these
proposed transactions are represented by the Company as follows ("Facts"):
- The Plan was adopted by the board of directors of the Company
("Board") by resolution at its December 17, 1986 meeting
called and conducted in accordance with the Restated Articles
of Incorporation and Bylaws of the Company ("Articles" and
"Bylaws", respectively), and the Plan was approved by the
Company's then sole shareholder, Western Tele-Communications,
Inc., by resolution at the Company's shareholder meeting held
on December 17, 1986.
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 32
<PAGE>
Ronald A. Duncan, President
General Communication, Inc.
Re: Opinion As To Legality of Shares
September 22, 1999
Page 2
- The Articles provide that the Company has the power to issue
and sell any stock and further expressly provides for the
issuance of Class A common stock.
- The Plan initially provided for the granting of options to
eligible employees to purchase up to 600,000 shares of Class A
common stock of the Company. Subsequently, the shareholders of
the Company at their September 15, 1988, November 12, 1991,
June 20, 1995, November 25, 1997, and June 10, 1999 annual
meetings authorized amendments to the Plan by approving
allocations to the Plan of an additional 250,000 shares,
1,500,000 shares, 850,000 shares, 2,500,000 shares, and
1,500,000 shares of Class A common stock of the Company,
respectively. As of the date of this letter, there were shares
available for issuance by the Company under the Plan and
pursuant to the Articles. At the November 12 meeting, the
shareholders also approved an extension of the period during
which an option may be exercised under the Plan from five
years to ten years as measured from the date of granting of
the option; at the June 20 meeting, the shareholders further
approved the removal of any provision of the Plan for
termination of granting of options under it after December 20,
1996 or otherwise for its mandatory termination after ten
years; and at the June 10, 1999 meeting, the shareholders also
ratified and otherwise approved board action (taken at a
meeting held on October 30, 1998) to change provisions of the
Plan setting forth the eligibility criteria for membership on
the Stock Option Plan Committee, which administers the Plan,
from that of disinterested directors to "non-employee"
directors as the term is defined in the Plan.
- The Articles and Bylaws in effect as of the date of this
letter were materially the same as those in effect as of
November 25, 1986 with respect to the power to grant options
in and issue Class A common stock; except that the
shareholders at the November 25, 1997 meeting approved an
increase in the authorized Class A common
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 33
<PAGE>
Ronald A. Duncan, President
General Communication, Inc.
Re: Opinion As To Legality of Shares
September 22, 1999
Page 3
stock of the Company from 50 million to 100 million shares
thus providing sufficient shares for the allocation of the
shares to the Plan approved at that meeting.
- The Company was incorporated as an Alaska corporation and
received a Certificate of Incorporation dated July 16, 1979
from the Alaska Department of Commerce and Economic
Development.
- The Company is in good standing with respect to the reporting
and corporation tax requirements of the Alaska Corporations
Code to which it is subject, and the Company is otherwise
validly existing as an Alaska corporation pursuant to the laws
of the State of Alaska with all requisite powers to own
property and to conduct its business in the manner
contemplated by the Articles and Bylaws.
Copies of the current Articles (filed of record February 27, 1998),
current revised Bylaws (dated March 24, 1993) and current Restated Certificate
of Incorporation (dated February 27, 1998), the above referenced resolutions,
and the Plan as amended have been delivered to this firm. We have reviewed these
documents. The Articles provide that the Company is organized for the purposes
of transacting any and all lawful business for which corporations may be
incorporated under the Alaska Corporations Code.
Based upon the foregoing Facts and should the Shares be issued as of
the date of this letter, we are of the opinion as follows. Assuming due
compliance with applicable federal and state securities laws, (1) the Shares
will, when issued through the respective options under the Plan, represent newly
created and legally issued, fully paid, and non-assessable shares of Class A
common stock in the Company, and (2) each holder of a Share will be entitled to
the benefits of a shareholder pro rata based upon ownership of outstanding
shares of Class A common stock of the Company.
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 34
<PAGE>
Ronald A. Duncan, President
General Communication, Inc.
Re: Opinion As To Legality of Shares
September 22, 1999
Page 4
This letter must not be quoted or referred to in the Company's
financial statements or provided to persons other than the officers and
directors of the Company without prior consultation with us or our prior written
consent. The firm is aware of the Company's intent to and consents to use of
this letter as an exhibit in a Form S-8 registration with the Securities and
Exchange Commission pertaining to the Shares to be allocated to the Plan.
Sincerely,
WOHLFORTH, VASSAR,
JOHNSON & BRECHT
Julius J. Brecht
/s/
JJB/neb
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 35
<PAGE>
EXHIBIT 24.1
CONSENT OF LEGAL COUNSEL
We hereby consent to the use, in the Prospectus as outlined in
Securities and Exchange Commission Form S-8, of our name as special counsel to
General Communication, Inc. in the preparation of the Prospectus and the
rendering of certain opinions including an opinion as to the legality of the
shares.
WOHLFORTH, VASSAR, JOHNSON & BRECHT,
A Professional Corporation
/s/
Anchorage, Alaska
September 22, 1999
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 36
<PAGE>
EXHIBIT 24.2
CONSENT OF LEGAL COUNSEL
We hereby consent to the use, in the Prospectus as outlined in
Securities and Exchange Commission Form S-8, of our name as special tax counsel
to General Communication, Inc. in the preparation of the Prospectus.
HARRIS, MERICLE, WAKAYAMA & MASON
A Professional Limited Liability Company
/s/
Seattle, Washington
September 22, 1999
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 37
<PAGE>
EXHIBIT 24.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
General Communication, Inc.:
We consent to incorporation by reference of our report dated March 26,
1999, except for notes 6 and 12, which are dated as of April 13, 1999, on the
consolidated financial statements and schedule of General Communication, Inc.
and subsidiaries as of December 31, 1998 and 1997 and for each of the years in
the three-year period ended December 31, 1998, which appear in the December 31,
1998 annual report on Form 10-K of General Communication, Inc. and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG LLP
/s/
Anchorage, Alaska
September 22, 1999
Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733 Page 38
