As Filed with the Securities and Exchange Commission on February 20, 1998 Registration No. 33-60222 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 POS AMENDMENT NO. 2 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 to Amount to Maximum Aggregate Offering Registration be Registered be Registered Offering Price (1) Price Fee - - ---------------------------------------------------------------------------------------------------------------- General Communication, Inc. Class A Common Stock 2,500,000 $19,062,500 $19,062,500 $5,623.44 ================================================================================================================= 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 $7.75 per share and $7.50 per share, respectively, for the Class A common stock, i.e., an average of $7.625 per share, which will be the subject of the options under the Plan, as quoted on the Nasdaq Stock Market on February 17, 1998. - - -----------------
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) and the post-effective amendment no. 1 filed with the Commission on Form S-8 POS on August 24, 1995, and the Company's 1996 Annual report on Form 10-K, as amended, are incorporated by reference into this Amendment No. 2 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. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 2 Item 8. Exhibits See Exhibit Index and exhibits at the end of this Amendment No. 2 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; 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 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; Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 3 (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) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 4 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 February 17th, 1998. 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. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 5 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/ 1/30/98 Ronald A. Duncan Date President, Chief Executive Officer and Director (Principal Executive Officer) /s/ 1/30/98 Carter F. Page Date Chairman of the Board and Director /s/ 1/30/98 Robert M. Walp Date Vice Chairman of the Board and Director Donne F. Fisher, Director Date /s/ 1/30/98 Jeffery C. Garvey, Director Date /s/ 1/30/98 John W. Gerdelman, Director Date /s/ 1/30/98 William P. Glasgow, Director Date /s/ 1/30/98 Donald Lynch, Director Date /s/ 1/30/98 Larry E. Romrell, Director Date /s/ 1/27/98 James M. Schneider, Director Date Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 6 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 February 20, 1998. GENERAL COMMUNICATION, INC. REVISED 1986 STOCK OPTION PLAN By: Stock Option Plan Committee /s/ 1/30/98 Jeffery C. Garvey Date, Location /s/ 1/30/98, Washington, D.C. John W. Gerdelman Date, Location /s/ 1/30/98 William P. Glasgow Date, Location /s/ 1/30/98 Donald Lynch Date, Location /s/ 1/30/98 Larry E. Romrell Date, Location /s/ 1/30/98 Robert M. Walp Date, Location Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 7 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. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 8 EXHIBIT INDEX Exhibit No. Description 4 Instruments defining rights of security holders, including indentures 4.1 Restated Articles of Incorporation of General Communication, Inc. 4.2 (1) Bylaws of General Communication, Inc. 4.3.2 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 January 9, 1998 4.3.3 (2) 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 (2) 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 (2) 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 (2) 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 (3) 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. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 9 4.3.8 (3) 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 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 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 5 Opinion re legality 5.1 (2) Legal Opinion on Legality of Options and Shares dated March 30, 1993 5.2 (3) Legal Opinion on Legality of Options and Shares dated August 23, 1995 5.3 Legal opinion on Legality of Options and Shares dated February 20, 1998 15 None 23 Consents 23.1 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation 23.2 Consent of Harris, Orr, Wakayama & Mason, A Professional Limited Liability Company 23.3 Consent of KPMG Peat Marwick 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, 1992. 2/ 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. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 10 3/ 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. 33-60222) filed August 24, 1995. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 11