S-8: Securities to be offered to employees in employee benefit plans
Published on June 25, 2003
As Filed with the Securities and Exchange Commission on June 25, 2003
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, Vassar, Johnson & Brecht, A Professional Corporation
900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
907.276.6401
CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
maximum aggregate Amount of
Title of securities Amount to offering offering registration
to be Registered be registered price/share (1) price fee
- --------------------------------------------------------------------------------
General
Communication, Inc.
Common Stock
Class A 4,000,000 $8.13 $32,520,000 $2,630.87
- --------------------------------------------------------------------------------
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1 Estimated solely for the purpose of calculating the amount of the registration
fee and based upon the average of the high and low sale prices of $8.40 per
share and $7.86 per share, respectively, i.e., an average of $8.13 per
share, as quoted on the Nasdaq Stock Market on June 20, 2003.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described below.
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), on November 6, 1998 (Registration No. 333-66877), and on September 1,
2000 (Registration No. 333-45054), and the Company's annual report on Form 10-K
for the year ended December 31, 2002 and the Plan's annual report on Form 11-K
for the year ended December 31, 2001, all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934 since December 31, 2002, 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 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.
General Communication, Inc.
2003 Registration Statement (S-8) Page 2
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.
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 June 24,
2003.
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)
General Communication, Inc.
2003 Registration Statement (S-8) Page 3
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/ June 23, 2003
Ronald A. Duncan Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ June 23, 2003
Donne F. Fisher Date
Chairman of the Board and Director
/s/ June 9, 2003
Stephen M. Brett Date
Director
/s/ June 23, 2003
William P. Glasgow Date
Director
/s/ June 6, 2003
Stephen R. Mooney Date
Director
/s/ June 12, 2003
Stephen A. Reinstadtler Date
Director
James M. Schneider Date
Director
General Communication, Inc.
2003 Registration Statement (S-8) Page 4
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 June 24, 2003.
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK
PURCHASE PLAN
By:/s/
Alfred J. Walker
Plan Administrator
General Communication, Inc.
2003 Registration Statement (S-8) Page 5
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
General Communication, Inc.
2003 Registration Statement (S-8) Page 6
EXHIBIT INDEX
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Exhibit No. Description
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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 (4) Copy of the General Communication, Inc. Revised Qualified
Employee Stock Purchase Plan, restated as of January 1,
2000
4.3.3 (5) Copy of the General Communication, Inc. Revised Qualified
Employee Stock Purchase Plan, restated as of January 1,
2003
4.3.4 (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)
4.3.5 (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
4.3.6 (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
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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.
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. 333-45054) filed
September 1, 2000.
5/ 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, 2002.
General Communication, Inc.
2003 Registration Statement (S-8) Page 7
EXHIBIT INDEX
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Exhibit No. Description
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4.3.7 (6) 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
4.3.8 (6) 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
4.3.9 (6) 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
4.3.10 (7) Certificate of Secretary on action of Board of
Directors taken at a teleconference meeting approving
certain additional amendments to the Plan 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
4.3.11 (7) 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
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6/ 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.
7/ 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. 333-66877) filed on
November 6, 1998.
General Communication, Inc.
2003 Registration Statement (S-8) Page 8
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
4.3.12 (7) 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
4.3.13 (4) Certificate of Secretary on action of Board of Directors
taken at meeting approving certain amendments to the Plan
dealing with hardship withdrawals and rollover
contributions; and an excerpt from the corresponding
minutes of the Board approving those amendments effective
June 25, 1998
4.3.14 (7) 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
4.3.15 (4) Certificate of Secretary as to resolution of the Board of
Directors of the Company adopted at its May 10, 2000
meeting pertaining to an increase in the number of shares
of Class A common stock allocated to the Plan and revising
the alternative mutual fund investments offered under the
Plan
4.3.16 Certificate of Secretary as to resolution of Board of
Directors of the Company adopted at its November 29, 2001
meeting pertaining to certain amendments to the Plan
dealing with limitations and minimum distribution
requirements of EGTRRA characterized as Amendment Nos. 1
and 2 to the Plan, and copies of that resolution and those
amendments
4.3.17 Certificate of Secretary as to resolution of Board of
Directors of Company adopted at its April 26, 2002 meeting
pertaining to a scheduled implementation of a limited
investment diversification right extended to participants
in the Plan characterized as Amendment No. 3 to the Plan,
and copies of that resolution and amendment
4.3.18 Certificate of Secretary as to resolution of Board of
Directors of Company adopted at its December 5, 2002
meeting pertaining to amending the scheduled implementation
of a limited investment diversification right extended to
participants in the Plan characterized as Amendment No. 4
to the Plan, and copies of that resolution and amendment
General Communication, Inc.
2003 Registration Statement (S-8) Page 9
EXHIBIT INDEX
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Exhibit No. Description
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4.3.19 Certificate of Secretary as to Resolution of the Board of
Directors of the Company at is April 25, 2003 meeting
authorizing an increase of the allocation of Class A common
stock for acquisition by the Plan and registration of the
offering of that stock under the Securities Act of 1933.
4.4.1 (8) Revised Questions and Answers about the Qualified Employee
Stock Purchase Plan (summary plan description), dated
January 1, 1995
4.4.2 (4) Revised Questions and Answers about the Qualified Employee
Stock Purchase Plan (summary plan description), dated
January 1, 2000
4.4.3 (5) Questions and Answers about the Qualified Employee Stock
Purchase Plan (summary plan description), dated January 1,
2003
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 (7) IRS Determination on Qualified Employee Stock Purchase
Plan, dated March 13, 1996
4.5.3 IRS Determination on Qualified Employee Stock Purchase
Plan, dated February 23, 2001
4.5.4 IRS Determination on Qualified Employee Stock Purchase
Plan, dated June 25, 2002
5 Opinion re legality
5.1 (3) Legal Opinion on Legality of Shares dated March 30, 1993
5.2 (6) Legal Opinion on Legality of Shares dated September 26,
1995
5.3 (7) Legal Opinion on Legality of Shares dated November 2, 1998
5.4 (4) Legal Opinion on Legality of Shares dated September 1, 2000
5.5 Legal Opinion on Legality of Shares dated June 20, 2003
15 None
23 Consents of experts and counsel
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8/ 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.
General Communication, Inc.
2003 Registration Statement (S-8) Page 10
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
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 KPMG LLP
24 None
99 Additional Exhibits
99.1 (3) Resolution Appointing Plan Administrator
99.2 (3) Resolutions Appointing Plan Committee Members
99.3 (6) Certificate of Secretary on Board of Directors Action
appointing New Plan Committee Member
99.4 (4) Resolution Appointing Plan Committee Member on January 22,
1999
99.5 Certificate of Secretary as to resolution of Board of
Directors of Company adopted at its June 27, 2001 meeting
approving new Plan Committee member and copy of resolution
General Communication, Inc.
2003 Registration Statement (S-8) Page 11