As Filed with the Securities and Exchange Commission on August 24, 1995
Registration No. 33-60222
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 POS
AMENDMENT NO. 1
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: J. J. Brecht
Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation
900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
(907) 276-6401
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed Maximum Amount of
Title of Securities Amount to Maximum Aggregate Offering Registration
to be Registered be Registered Offering Price (1) Price Fee
------------------------------------------------------------------------------------------------
General
Communication,
Inc. Class
A Common Stock 850,000 $3,293,750 $3,293,750 $1135.78
================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, based upon the closing price of $3.875 per share for the Class
A common stock, which will be the subject of the options under the Plan, as
quoted on the Nasdaq Stock Market on August 21, 1995.
- -----------------
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) are incorporated by reference into this Amendment No. 1 to that
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.
Item 7. Exemption from Registration Claimed
See Item 1.
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 2
Item 8. Exhibits
See Exhibit Index and Exhibits at the end of this Amendment No. 1 to
the 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; 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 information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by
the 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
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 3
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.
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 August 22,
1995.
GENERAL COMMUNICATION, INC.
(Registrant)
By: /s/ By: /s/
--------------------------- ------------------------------
Ronald A. Duncan John M. Lowber
President and Chief Chief Financial Officer
Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
By: /s/
------------------------------
Alfred J. Walker
Vice President & Chief Accounting
Officer
(Principal Accounting Officer)
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 4
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/ 8/8/95
- -------------------------------- ------------------------------
Ronald A. Duncan Date
President, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ 8/15/95
- -------------------------------- ------------------------------
Carter F. Page Date
Chairman of the Board
and Director
/s/ 8/15/95
- -------------------------------- ------------------------------
Robert M. Walp Date
Vice Chairman of the Board
and Director
/s/ 8/14/95
- -------------------------------- ------------------------------
Donne F. Fisher Date
Director
/s/
- -------------------------------- ------------------------------
John W. Gerdelman Date
Director
/s/
- -------------------------------- ------------------------------
Larry E. Romrell Date
Director
/s/ 8/11/95
- -------------------------------- -----------------------------
James M. Schneider Date
Director
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 5
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 August 22, 1995.
GENERAL COMMUNICATION, INC. REVISED 1986 STOCK OPTION PLAN
By: Board of Directors of General Communication, Inc.
/s/ 8/8/95, Anchorage, Alaska
- -------------------------------- ------------------------------
Ronald A. Duncan Date, Location
/s/ 8/15/95
- -------------------------------- ------------------------------
Carter F. Page Date, Location
/s/ 8/15/95, Pasadena, California
- -------------------------------- ------------------------------
Robert M. Walp Date, Location
/s/ 8/14/95
- -------------------------------- ------------------------------
Donne F. Fisher Date, Location
/s/
- -------------------------------- ------------------------------
John W. Gerdelman Date, Location
/s/
- -------------------------------- ------------------------------
Larry E. Romrell Date, Location
/s/ 8/11/95
- -------------------------------- ------------------------------
James M. Schneider Date, Location
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 6
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) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 7
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 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 June 20, 1995
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 by the Plan to 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
4.3.7 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
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 8
4.3.8 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
5 Opinion re legality
5.1 (3) Legal Opinion on Legality of Options and Shares dated March
30, 1993
5.2 Legal Opinion on Legality of Options and Shares dated August
23, 1995
15 None
24 Consents
24.1 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A
Professional Corporation
24.2 Consent of Harris, Orr, Wakayama & Mason, A Professional
Limited Liability Company
24.3 Consent of KPMG Peat Marwick LLP
25 None
28 None
29 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, 1991.
2/ 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, 1992.
3/ Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's Registration for the 1986 Stock Option Plan
(Registration No. 33-60222) filed April 5, 1993.
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 9
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 June 20, 1995
revised in accordance with the amendments to the plan adopted by the
shareholders of General Communication, Inc. at their annual meeting held on June
20, 1995.
Executed this 21st day of August, 1995, at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
--------------------------
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 21st day of August, 1995.
/s/ Barbara Bearman
-------------------------------
Notary Public in and for Alaska
My Commission Expires: 1/17/97
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 10
EXHIBIT 4.3.2A
REVISED 1986 STOCK OPTION PLAN
OF
GENERAL COMMUNICATION, INC.
Revised June 20, 1995
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 11
TABLE OF CONTENTS
SECTION TITLE PAGE
- ------- ----- ----
1 Purpose 3
2 Administration 3
3 Shares Covered by the Plan 5
4 Eligibility 5
5 Limitations on Granting of Options 5
6 Terms and Conditions of Options 5
7 Early Termination of Option 6
8 Payment for Stock 7
9 Nontransferability of Options 8
10 Changes in Stock 8
11 Employment Rights 8
12 Miscellaneous 9
13 Duration and Amendment of the Plan 9
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 12
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) Board of Directors or Committee. The
Plan will be administered either by the Board of Directors of GCI ("Board of
Directors") or by a committee composed of two or more members of the Board of
Directors and appointed by the Board of Directors ("Committee"). The term
"Committee" will mean any committee so appointed, or, if there is none, the
Board of Directors. 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 Board of Directors, if each member of the Board of Directors is a
disinterested person, or by the Committee if each of the Committee members is a
disinterested person; except that participation in any of the following will not
disqualify a member of the Board of Directors from being a disinterested person:
(i) Participation in a formula plan meeting the conditions of
subparagraph (c)(2)(ii) of Rule 16b-3, adopted pursuant to
the Securities Exchange Act of 1934;
(ii) Participation in an ongoing securities acquisition plan
meeting the conditions of subparagraph (d)(2)(i) of Rule
16b-3, adopted pursuant to the Securities Exchange Act of
1934, e.g., the Revised Qualified Employee Stock Purchase
Plan of General Communication, Inc.;
(iii) Election to receive an annual retainer fee in either cash or
an equivalent amount of securities, or partly in cash and
partly in securities; and
(iv) Participation in the Plan will not disqualify a member of
the Board of Directors from being a disinterested person for
the purpose of administering another plan that does not
permit participation by a member of the Board of Directors.
(b) Disinterested Person. For purposes of this Section 2, a
"disinterested person" means a member of the Board of Directors who is
not, during the one year prior to service as an administrator of the
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 13
Plan, or during such service, granted or awarded equity securities
pursuant to the Plan or any other plan of the Company or any of its
affiliates.
(c) Authority of the Committee. Subject to the provisions of the
Plan, the 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;
(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.
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 14
(d) Quorum, Decision of Committee Binding, Notice. A majority of
the members of the Committee will constitute a quorum, and all
decisions, determinations and interpretations of the Committee will be
made by a majority of its members. All decisions, determinations and
interpretations of the Committee will be binding on all parties
concerned. Any decision, determination or interpretation of the
Committee under the Plan may be made without notice or meeting of the
Committee but must be in writing signed by all of the members of the
Committee.
3. Shares Covered by the Plan. The Stock to be offered under the Plan
may be unissued shares as the 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 3,200,000 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 Committee as optionees under the Plan. In
selecting the individuals to whom options shall be granted, as well as in
determining the number of shares subject to each option, the Committee shall
take into consideration the recommendations of the members of the 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 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 Committee
and may be computed by such method as the 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.
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 15
(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 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.
(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 Committee shall
prescribe at the time the option is granted. In the case of
an option not immediately exercisable in full, the 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 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
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 16
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 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 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 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,
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 17
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 Committee, whose determination shall be binding on
all parties concerned. Subject to any required action 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 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.
(b) Amendment of Plan. The Plan may be amended only as follows:
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 18
(i) 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 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, 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
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 19
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. this 31st day of
July, 1995.
GENERAL COMMUNICATION, INC.
/s/
--------------------------
Ronald A. Duncan
President and Chief
Executive Officer
/s/
--------------------------
John M. Lowber
Secretary
[S E A L]
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 20
EXHIBIT 4.3.7
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 4.3.7A 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 February 9, 1995.
Executed this 21st day of August, 1995, at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
--------------------------
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 21st day of August, 1995.
/s/ Barbara Bearman
------------------------------
Notary Public in and for Alaska
My Commission Expires: 1/17/97
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 21
EXHIBIT 4.3.7A
BOARD RESOLUTION
RESOLVED, that the following amendments to the Revised 1986 Stock
Option Plan ("Stock Option Plan") of General Communication, Inc.
("Company"), are hereby approved and otherwise ratified by the Board of
Directors of the Company: (1) to increase the number of shares
authorized and allocated to the Stock Option Plan by 850,000 shares of
Class A common stock, i.e., to increase the number of such shares from
2,350,000 to 3,200,000 shares of Class A common stock; and (2) to
remove 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.
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 22
EXHIBIT 4.3.8
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 4.3.8A is a true and
correct copy of a resolution duly adopted by the shareholders of General
Communication, Inc. at their meeting held on June 20, 1995.
Executed this 21st day of August, 1995, at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
--------------------------
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 21st day of August, 1995.
/s/ Barbara Bearman
------------------------------
Notary Public in and for Alaska
My Commission Expires: 1/17/95
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 23
EXHIBIT 4.3.8A
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
February 9, 1995 meeting, 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 850,000 shares of
Class A common stock, i.e., to increase the number of such shares from
2,350,000 to 3,200,000 shares of Class A common stock; and (2) to
remove 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.
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 24
EXHIBIT 5.1
August 23, 1995
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 on June 20,
1995; Our File No. 618.0725
Dear Mr. Duncan:
You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with 850,000 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 20, 1995.
It is this firm's understanding that the facts surrounding these
proposed transactions are represented by the Company as follows ("Facts"):
1. 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. (which corporation's present name is
WestMarc Communications, Inc.), by resolution at the Company's
shareholder meeting held on December 17, 1986;
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;
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 25
Ronald A. Duncan
August 23, 1995
Page 2
3. 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,
and June 20, 1995 annual meetings authorized amendments to the
Plan by approving allocations to the Plan of an additional
250,000 shares, 1,500,000 shares, and 850,000 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; and at the
June 20 meeting, the shareholders also 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;
4. 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;
5. 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; and
6. 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 Articles and Bylaws, dated November 25, 1986 and as
amended, Certificate of Incorporation, the above referenced resolutions, and the
Plan as amended have been delivered to this firm. We have reviewed these
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 26
Ronald A. Duncan
August 23, 1995
Page 3
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, 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 stockholder pro rata based upon ownership
of outstanding shares of Class A common stock of the Company.
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, ARGETSINGER,
JOHNSON & BRECHT
/s/
J. J. Brecht
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 27
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, ARGETSINGER, JOHNSON
& BRECHT,
A Professional Corporation
/s/
Anchorage, Alaska
August 21, 1995
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 28
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, or our name as special tax counsel
to General Communication, Inc. in the preparation of the Prospectus.
/s/
HARRIS, ORR, WAKAYAMA & MASON
A Professional Limited Liability Company
Seattle, Washington
July 24, 1995
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
ASS007A0 Page 29
EXHIBIT 24.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
General Communication, Inc.:
We consent to the use of our report dated March 17, 1995 on
the consolidated financial statements of General Communication, Inc. and
subsidiaries as of December 31, 1994 and 1993 and for each of the years in the
three-year period ended December 31, 1994, incorporated herein by reference and
to the reference to our firm under the heading "Experts."
/s/
KPMG PEAT MARWICK LLP
Anchorage, Alaska
August 23, 1995
Registration Statement (S-8) Amendment No. 1
GCI Stock Option Plan
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