S-8: Securities to be offered to employees in employee benefit plans
Published on August 30, 2002
As Filed with the Securities and Exchange Commission on August 30, 2002
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)
907.265.5600
(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
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), and
the Company's annual report on Form 10-K for the year ended December 31, 2001,
all other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 2001, 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) 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
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
Registration Statement (S-8) Page 3
GCI Stock Option Plan
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.
Registration Statement (S-8) Page 4
GCI Stock Option Plan
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 14,
2002.
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) Page 5
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/ 8/14/02
Ronald A. Duncan Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ 8/16/02
Donne F. Fisher Date
Chairman of the Board and Director
/s/ ----
Robert M. Walp Date
Vice Chairman of the Board and Director
Ronald R. Beaumont, Director Date
Stephen M. Brett, Director Date
/s/ ----
William P. Glasgow, Director Date
/s/ ----
Stephen R. Mooney, Director Date
/s/ 8/16/02
Carter F. Page, Director Date
/s/ 8/22/02
James M. Schneider, Director Date
Registration Statement (S-8) Page 6
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 August 22, 2002.
GENERAL COMMUNICATION, INC. AMENDED AND RESTATED 1986 STOCK OPTION PLAN
By: Option Committee
Stephen M. Brett Date
/s/ 8/16/02
Donne F. Fisher Date
/s/ ----
William P. Glasgow Date
/s/ 8/16/02
Carter F. Page Date
/s/ 8/22/02
James M. Schneider Date
Registration Statement (S-8) Page 7
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) Page 8
GCI Stock Option Plan
EXHIBIT INDEX
Exhibit No. Description
4 Instruments defining rights of security holders, including
indentures
4.1 Copy of the General Communication, Inc. Amendment No. 1 dated as
of June 7, 2002, to the Amended and Restated 1986 Stock Option
Plan
4.2 Resolutions of Board of Directors of the Company adopted at its
meetings of November 29, 2001 and February 7, 2002 approving
certain amendments to the Plan, including increasing the number of
shares allocated to the Plan by 2,000,000 shares of Class A common
stock
4.3 Resolution of shareholders of the Company adopted at their June 6,
2002 meeting approving several amendments to the Plan recommended
by the board of directors, including increasing the number of
shares allocated to the Plan by 2,000,000 shares of Class A common
stock and otherwise amending the Plan to provide for an upper
limit of 500,000 shares per year on the number of shares that may
be granted to a participant in the Plan
5 Opinion re legality
5.1 Legal Opinion on Legality of Options and Shares dated August 1,
2002
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
Registration Statement (S-8) Page 9
GCI Stock Option Plan