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