As Filed with the Securities and Exchange Commission on July 30, 2004
Registration No.
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.
AMENDED AND RESTATED 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)
907.868.5600
(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>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of Each Class of Maximum Proposed Maximum Amount of
Securities to be Amount To Offering Price Aggregate Offering Registration
Registered Be Registered Per Share (1) Price Fee
- -------------------------- ------------------ -------------------- ----------------------------- ----------------
<S> <C> <C> <C> <C>
General Communication,
Inc. Class A Common Stock 2,500,000 $7.60 $19,000,000 $2,407.30
========================== ================== ==================== ============================= ================
<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 $7.78
per share and $7.42 per share, respectively, for the Class A common stock,
i.e., an average of $7.60 per share, which will be the subject of the
options under the Plan, as quoted on the Nasdaq Stock Market on July 26,
2004.
</FN>
</TABLE>
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. Amended and Restated 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), the Registration Statement for
the plan filed with the Commission on Form S-8 on September 23, 1999
(Registration No. 333-87639), the Registration Statement for the plan filed with
the Commission on Form S-8 on April 30, 2001 (Registration No. 333-59796), the
Registration Statement for the plan filed with the Commission on Form S-8 on
August 30, 2002 (Registration No. 333-99003), and the Company's annual report on
Form 10-K for the year ended December 31, 2003, all other reports filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December
31, 2003, and the description of the Company's common stock as contained in the
Form 10, as amended, filed pursuant to that act are incorporated by reference
into 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.
Registration Statement (S-8) 2004 Page 2
GCI Stock Option Plan
Item 6. Indemnification of Directors and Officers
See Item 1.
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
See Item 1.
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 July 26, 2004.
GENERAL COMMUNICATION, INC.
(Registrant)
By: /s/ By: /s/
Ronald A. Duncan John M. Lowber
President & Chief Senior Vice President &
Executive Officer Chief 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) 2004 Page 3
GCI Stock Option Plan
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/ 7/26/04
Ronald A. Duncan Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ 7/26/04
Donne F. Fisher Date
Chairman of the Board and Director
/s/ 7/26/04
Jerry A. Edgerton, Director Date
/s/ 7/25/04
Stephen M. Brett, Director Date
William P. Glasgow, Director Date
/s/ 7/26/04
Stephen R. Mooney, Director Date
/s/ 7/27/04
Stephen A. Reinstadtler, Director Date
James M. Schneider, Director Date
Registration Statement (S-8) 2004 Page 4
GCI Stock Option Plan
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 July 26, 2004.
GENERAL COMMUNICATION, INC. AMENDED AND RESTATED 1986 STOCK OPTION PLAN
By: Compensation Committee (acting as the Option Committee)
/s/ 7/25/04
Stephen M. Brett Date
/s/ 7/26/04
Donne F. Fisher Date
William P. Glasgow Date
/s/ 7/26/04
Stephen R. Mooney Date
/s/ 7/27/04
Stephen A. Reinstadtler Date
James M. Schneider Date
Registration Statement (S-8) 2004 Page 5
GCI Stock Option Plan
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.
AMENDED AND RESTATED 1986 STOCK OPTION PLAN
Registration Statement (S-8) 2004 Page 6
GCI Stock Option Plan
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description
<S> <C>
4 Instruments defining rights of security holders, including indentures
4.1 Copy of the General Communication, Inc. Amendment No. 2, dated as of June 24, 2004, to the Amended
and Restated 1986 Stock Option Plan
4.2 Resolution of Board of Directors of the Company adopted at its
meeting of December 4, 2003 increasing the number of shares
allocated to the Plan by 2,500,000 shares of Class A common stock
4.3 Resolution of shareholders of the Company adopted at their June 10, 2004 meeting approving a board
recommendation to amend the Plan by increasing the number of shares allocated to the Plan by
2,500,000 shares of Class A common stock
5 Opinion re legality
5.1 Legal Opinion on Legality of Options and Shares dated July 26, 2004
15 None
23 Consents of experts and counsel
23.1 Consent of Wohlforth, Vassar, Johnson & Brecht, A Professional Corporation
23.2 Consent of Harris, Mericle & Wakayama, P.L.L.C.
23.3 Consent of Independent Auditors
24 None
99 None
</TABLE>
Registration Statement (S-8) 2004 Page 7
GCI Stock Option Plan