As Filed with the Securities and Exchange Commission on November ____, 1998
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.
QUALIFIED EMPLOYEE STOCK PURCHASE 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 be Amount to Maximum Aggregate Offering Registration
Registered be Registered Offering Price (1) Price Fee
- -------------------------------- ------------------- ----------------- ----------------------- ----------------
General Communication, Inc.
Common Stock
Class A 2,000,000 $6,062,000 $6,062,000 $1,788.29
Class B 400,000 $1,212,400 $1,212,400 $357.66
----------
$7,247,400
TOTAL: $2,145.95
================================ =================== ================= ======================= ================
1 Estimated solely for the purpose of calculating the amount of the registration
fee. For Class A common stock, based upon the average of the high and low sale
prices of $3.0625 per share and $3.00 per share, respectively, i.e., an average
of $3.031 per share, as quoted on the Nasdaq Stock Market on October 30, 1998.
For Class B common stock, based upon the average of the bid and asked prices of
$3.00 per share and $3.0625 per share, respectively, i.e., an average of $3.031
per share, as stated on the over-the-counter market on October 30, 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. Qualified Employee Stock Purchase Plan filed with
the Securities and Exchange Commission on Form S-8 on April 5, 1993
(Registration No. 33-60728) and the subsequent registration of additional shares
filed with the Commission on Form S-8 on September 27, 1995 (Registration No.
333-8760) are incorporated by reference into this Registration Statement.
Required opinions, consents and signatures are included in this Registration
Statement in accordance with the provisions of Form S-8.
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.
Amendment to Registration Statement (S-8) Page 2
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
Amendment to Registration Statement (S-8) Page 3
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;
(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.
Amendment to Registration Statement (S-8) 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 November 2,
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)
Amendment to Registration Statement (S-8) 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/ 10/29/98
Ronald A. Duncan Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ 10/30/98
Carter F. Page Date
Chairman of the Board and Director
/s/ 10/29/98
Robert M. Walp Date
Vice Chairman of the Board and Director
Donne F. Fisher Date
Director
/s/ 10/29/98
Jeffry C. Garvey Date
Director
John W. Gerdelman Date
Director
/s/ 10/30/98
William P. Glasgow Date
Director
Donald Lynch Date
Director
Larry E. Romrell Date
Director
/s/ 10/30/98
James M. Schneider Date
Director
Amendment to Registration Statement (S-8) 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 Municipality of Anchorage,
State of Alaska, on November 2, 1998.
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
By: /s/
Alfred J. Walker
Plan Administrator
Amendment to Registration Statement (S-8) 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.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Amendment to Registration Statement (S-8) Page 8
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) Resolutions of Board of Directors of the Company and of
Shareholders of the Company adopted at their December 17,
1986 meetings adopting Qualified Employee Stock Purchase
Plan
4.3.2 Copy of the General Communication, Inc. Revised Qualified
Employee Stock Purchase Plan
4.3.3 (3) Resolution of the Board of Directors of the Company at its
June 4, 1992 meeting adopting certain amendments to the
Plan to bring it into compliance with Rule 16b-3(d)
(Participant Directed Transactions)
4.3.4 (3) Resolution of the Board of Directors of the Company
adopted at its March 24, 1993 meeting adopting certain
amendments to the Plan and re-establishing the Plan as an
employee benefit plan of the Company
4.3.5 (3) Resolution of the Board of Directors of the Company at its
March 24, 1993 meeting authorizing the increase of the
allocation of common stock for acquisition by the Plan and
the registration of the offering of that stock under the
Securities Act of 1933
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 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 Statement for the Qualified
Employee Stock Purchase Plan (Registration No. 33-60728) filed April 5,
1993.
Amendment to Registration Statement (S-8) Page 9
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.3.6 (4) Certificate of Secretary on action by Board of Directors at
its October 20, 1994 meeting approving certain amendments
to the Plan to comply with the Tax Reform Act of 1986, as
amended, and to allow for participating eligible employees
to choose investments other than common stock of the
Company; and resolution of the Board adopted at its
December 20, 1994 meeting approving the revised plan
4.3.7 (4) Resolution of the Board of Directors of the Company adopted
at its February 9, 1995 meeting pertaining to an increase
of the number of shares of Class A common stock allocated
to the Plan
4.3.8 (4) Certificate of Secretary on action of Board of Directors
taken without a meeting and with unanimous consent
approving certain additional amendments to the Plan to
comply with the Tax Reform Act of 1986, as amended,
primarily relating to investment responsibility and the
relationship between the Plan Committee and the Trustee;
and the corresponding Minutes of Action and Resolution
(including those amendments) of the Board approving those
amendments effective on September 1, 1995
4.3.9 Certificate of Secretary on action of Board of Directors
taken at a teleconference meeting approving certain
additional amendments to the Plan to relating to gross
income as treated under the Internal Revenue Code of 1986,
as amended; and an excerpt from the corresponding minutes
(including a description of the amendments) of the Board
approving those amendments effective January 1, 1995
4.3.10 Certificate of Secretary on action of Board of Directors
taken at a teleconference meeting approving certain
technical modifications to the Plan as proposed by the
Internal Revenue Service; and an excerpt from the
corresponding minutes (including a description of the
amendments) of the Board approving those amendments
effective January 1, 1996
4/ Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's registration statement for the Qualified
Employee Stock Purchase Plan (Registration No. 333-8760) filed
September 27, 1995.
Amendment to Registration Statement (S-8) Page 10
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.3.11 Certificate of Secretary on action of Board of Directors
taken at a meeting approving certain additional amendments
to the Plan as proposed by the Internal Revenue Service;
and an excerpt from the corresponding minutes (including a
description of the amendments) of the Board approving those
amendments effective June 25, 1997
4.3.12 Certificate of Secretary as to resolution of the Board of
Directors of the Company adopted at its October 30, 1998
meeting pertaining to an increase of the number of shares
of Class A and Class B common stock allocated to the Plan
4.4 (5) Revised Questions and Answers about the Qualified Employee
Stock Purchase Plan (summary plan description),dated
January 1, 1995
4.5.1 (3) IRS Determination on Qualified Employee Stock Purchase Plan
and U.S. Department of Labor comments on ERISA, dated
March 8, 1988
4.5.2 IRS Determinations on Qualified Employee Stock Purchase
Plan, dated March 13, 1996
5 Opinion re legality
5.1 (3) Legal Opinion on Legality of Shares dated March 30, 1993
5.2 (4) Legal Opinion on Legality of Shares dated September 26,
1995
5.3 Legal Opinion on Legality of Shares dated November 2, 1998
15 None
23 Consents of experts and counsel
23.1 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A
Professional Corporation
23.2 Consent of Harris, Mericle, Wakayama & Mason, a
Professional Limited Liability Company
23.3 Consent of KPMG Peat Marwick LLP
5/ Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's annual report on Form 10K for the year ended
December 31, 1994.
Amendment to Registration Statement (S-8) Page 11
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
24 None
99 Additional Exhibits
99.1 (3) Resolution Appointing Plan Administrator
99.2 (3) Resolutions Appointing Plan Committee Members
99.3 (4) Certificate of Secretary on Board of Directors Action
appointing New Plan Committee Member
Amendment to Registration Statement (S-8) Page 12