As filed with the Securities and Exchange Commission on May 24, 1995
Registration No. 33-
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_________________
GENERAL DATACOMM INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 06-0853856
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1579 Straits Turnpike, Middlebury, Connecticut 06762-1299
(Address of principal executive offices)
1991 STOCK OPTION PLAN
(Full title of the plan)
HOWARD S. MODLIN, Weisman, Celler, Spett & Modlin,
445 Park Avenue, New York, New York 10022, (212) 371-5400
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Share Price Fee
---------------- ---------- --------- -------- ------------
Common Stock, par 500,000 $10.75 (1) $5,375,000 $1,853.45
value $.10 per share
__________________
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average
high/low price on May 19, 1995, on the New York Stock
Exchange, Inc.
Rule 429: The prospectus contained herein is a combined
prospectus with Registration Nos. 33-53150, 33-62716 and 33-53201.
2
GENERAL DATACOMM INDUSTRIES, INC.
1991 STOCK OPTION PLAN
Cross Reference Sheet Between Items
of Form S-8 and Prospectus
Item Required by Form S-8 Caption in Prospectus
1. Plan Information Cover Page;
1991 Stock Option Plan;
Federal Income Tax Consequences
2. Registrant Information Available Information
and Employee Plan Annual
Information
3
PROPSPECTUS
GENERAL DATACOMM INDUSTRIES, INC.
1579 Straits Turnpike
Middlebury, Connecticut 06762-1299
203-574-1118
1991 Stock Option Plan
2,400,000 Shares of Common Stock, $.10 par value
This prospectus relates to the offering by General DataComm
Industries, Inc. (the "Corporation") of the shares of Common
Stock covered hereby to employees of the Corporation and its
subsidiaries as may be granted options to purchase shares
pursuant to its 1991 Stock Option Plan which is described herein.
Certain of the optionees may, from time to time, sell or
otherwise dispose of some or all of the shares of Common Stock
which may be acquired by them. Certain of the resales or other
dispositions may be made pursuant to this Prospectus, but others
may be made by employees who are deemed to be "affiliates" of
the Corporation within the meaning of the Securities Act of
1933, as amended, and such persons may effect such resales only
pursuant to a separate prospectus or an appropriate exemption
from registration.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 24, 1995.
THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
2
No person has been authorized by the Corporation to give any
information or to make any representation not contained in this
Prospectus in connection with the offer made hereby, and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Corporation.
Neither the delivery of this Prospectus nor any sales made
hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Corporation
since the date hereof.
TABLE OF CONTENTS
REGISTRATION STATEMENT. . . . . . . . . . . . . . . . . . . . 2
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 3
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 4
1991 STOCK OPTION PLAN. . . . . . . . . . . . . . . . . . . . 4
FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . 7
DESCRIPTION OF CAPITAL STOCK. . . . . . . . . . . . . . . . . 9
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 11
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . 11
REGISTRATION STATEMENT
General DataComm Industries, Inc. (the "Corporation") has filed
with the Securities and Exchange Commission, Washington, DC,
Registration Statements (hereinafter, as amended to date,
referred to as the Registration Statements") on Form S-8 (File
Nos. 33-53150, 33-62716, 33-53201 and 33- ) under the Securities Act
of 1933, as amended, in respect of 2,400,000 shares of the
Corporation's Common Stock, $.10 par value, subject to
adjustment, which may be purchased from time to time pursuant to
stock options issued to key employees, including officers and
directors who are employees of the Corporation and its
subsidiaries under the Corporation's 1991 Stock Option Plan (the
"1991 Plan"). For further information with respect to the
Corporation and the securities offered by this Prospectus,
reference is made to the Registration Statements and the
exhibits filed as a part thereof.
The statements made about the 1991 Plan in this Prospectus are
summaries of certain provisions of the 1991 Plan, a copy of
which is an exhibit to this Registration Statement. Reference
is made to the 1991 Plan for complete statements of such
provisions, and such summaries are qualified in their entirety
by such reference.
-2-
3
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of
the Securities Exchange Act of 1934 and in accordance therewith
files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected
and copied at the public reference facilities maintained by the
Commission in Washington, DC at Room 1024, 450 Fifth Street, NW,
Washington, DC 20549; in New York City at 7 World Trade Center, 13th
Floor, New York, New York 10048; and in Chicago at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained
from the Public Reference Section of the Securities and Exchange
Commission, 450 Fifth Street, NW, Washington, DC 20549 at
prescribed rates. The Corporation will provide at the written
or oral request without charge at its principal office in
Middlebury, Connecticut to each person to whom this Prospectus
is delivered a copy of any or all of the information that has
been incorporated by reference. All such requests should be
directed to the Corporation at its principal office, P.O. Box
1299, Middlebury, Connecticut 06762-1299, Attention: Vice
President, Finance, or by telephone (203) 574-1118. The
Corporation's Common Stock is listed and traded on the New York
Stock Exchange, Inc. and the above material is also available
for inspection at such Exchange, 20 Broad Street, New York, New York 10005.
The following documents, filed with the Securities and Exchange
Commission, as stated above (Commission File No. 1-8086), are
hereby incorporated by reference in this Prospectus:
1. The Corporation's annual report on Form 10-K/A for the year
ended September 30, 1994.
2. The Corporation's proxy statement dated December 5, 1994 with
respect to its annual meeting of shareholders held on February 2, 1995.
3. The Corporation's quarterly reportS on Form 10-Q for the
quarters ended December 31, 1994 and March 31, 1995.
All documents filed by the Corporation after the date of this
Prospectus pursuant to Sections 13, 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to the registration statement of which
this Prospectus constitutes a part which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
-3-
4
GENERAL INFORMATION
The Corporation, the executive offices of which are located at
Middlebury, Connecticut 06762-1299, is the issuer of the Common
Stock, $.10 par value covered by the Registration Statement and
being offered by this Prospectus. The Corporation's telephone
number is (203) 574-1118.
Any optionee who may be deemed an affiliate of the Corporation,
as defined in Rule 405 issued under the Securities Act of 1933,
as amended ("Securities Act"), must utilize an exemption,
including Rule 144, from the registration provisions of the
Securities Act to sell shares received pursuant to the exercise
of an option unless a separate prospectus is in effect.
1991 STOCK OPTION PLAN
Purpose and Eligibility
The 1991 Plan was adopted by the stockholders in 1992 for the
purpose of enabling the Corporation and its subsidiaries to
provide an inducement to attract and keep able and qualified key
employees, including officers and directors who are employees,
by the grant of incentive and non-statutory stock options up to
a maximum of 625,000 shares. The 1991 Plan was amended by the
stockholders at the 1993, 1994 and 1995 Annual Meetings to authorize
625,000, 650,000 and 500,000 additional shares, respectively. The
granting of options is determined by the Chairman of the Board
of the Corporation who administers the 1991 Plan as to all
persons, other than employees subject to Section 16 of the
Securities Exchange Act of 1934 ("Exchange Act") who are
generally executive officers, and reports to the Board of
Directors the names of those granted options, the number of
shares covered by each option, the applicable option prices and
the type of option. The Stock Option Committee of the Board of
Directors reports to the Board of Directors with respect to the
names of employees subject to Section 16 of the Exchange Act who
are granted stock options, the number of shares covered by each
such option, the applicable option prices and the types of
options. The Chairman of the Board, or the Stock Option
Committee, as the case may be, subject to the provisions of the
1991 Plan, has sole discretion to determine the employees to
whom options shall be granted, the number of shares to be
subject to each option and the increments by which such granted
options are exercisable. In making such determination, the
Chairman of the Board or the Stock Option Committee, as the case
may be, considers in his or their opinion those employees who
perform services of special importance to the management,
operation and development of the business of the Corporation,
provided that no employee
-4-
5
whose basic salary before bonuses or incentive payments is less
than 2,400,000 per year shall be eligible to receive an option.
There is no limitation with respect to the number of shares that
are subject to grant of option to any one employee, except no
optionee may be granted incentive stock options resulting in
shares becoming exercisable for the first time in any calendar
year having an aggregate fair market value in excess of
$100,000. It is presently expected that approximately 1,600
employees will be eligible to receive options under the 1991
Plan.
Shares Available and Exercise of Options
The 1991 Plan provides for options to purchase an aggregate of
1,900,000 shares of Common Stock of the Corporation. Such
amount is subject to appropriate adjustment in the event of
changes in the outstanding Common Stock of the Corporation by
reason of stock dividends or splits in excess of 5% in any one
year, mergers, consolidations, exchanges or reorganizations.
The stock options granted under the 1991 Plan are intended to
be either "incentive stock options" within the meaning of
Section 422A of the Internal Revenue Code of 1986, as amended,
("Code") or non-statutory stock options. The 1991 Plan provides
that the option price of incentive stock options shall not be
less than the fair market value of the stock at the time the option
is granted, except that if the optionee would own more than 10%
of the outstanding shares of Common Stock of the Corporation
(and other voting securities, if any) if the options were
exercised, the exercise price of the options shall not be less
than 110% of the fair market value on the date of grant; that
each option granted is exercisable, in whole or in part, from
time to time during the term thereof as may be determined by the
Chairman of the Board or the Stock Option Committee, as the case
may be, and stated in the option, commencing one (1) year after
the date of grant of the option; and that the options expire
unless exercised on or before ten (10) years from the date of
grant (five (5) years with respect to incentive stock options if
the optionee would own more than 10% of the outstanding stock).
The option price of non-statutory stock options shall be the
fair market value of the stock at the time of grant or such
lesser or greater price as determined by the Chairman of the Board or the
Stock Option Committee, as the case may be. The term of each
non-statutory stock option shall be for a period not exceeding
ten (10) years from the date of grant. If an optionee holds
more than one (1) incentive or non-statutory stock option, such
options may be exercised by the optionee in any order.
-5-
6
Options are exercised by the payment in cash or delivery of Common Stock
of the Corporation valued at the market price for such shares at the
time of exercise.
As of April 30, 1995, 1,419,472 options have been granted under
the 1991 Plan to 218 employees at an average exercise price of
$9.91, 179,250 options have been exercised and 980,528 options remain
available for grant. Options may not be granted under the 1991 Plan after
December 4, 2001.
Limitations in Participation
Options are not transferable other than by will or by the laws
of descent and distribution. If an optionee becomes permanently
and totally disabled or dies while employed by the Corporation,
the option granted to the optionee may be exercised only within
one (1) year following the date of such permanent and total
disability or death, by the optionee in the case of such
disability and by the person or persons to whom the optionee's
rights under the option shall pass by the optionee's will or the
laws of descent and distribution in the case of death, to the
extent of the following schedule, but in no event after the
expiration of the term of the option:
Time from Grant of Option
From To (the end of) Percentage Exercisable
1 Day 12 months 33%
12 Months 24 months 67%
Over 24 Months 100%
If an optionee ceases to be employed by the Corporation for
any reason other than death or disability, he or she may, but
only within the three (3) months following such cessation of
employment, exercise his or her option to the extent that the
optionee was entitled to exercise it at the date of such
cessation, unless the optionee was discharged for cause. If an
optionee is discharged for cause, or the optionee fails to give
reasonable notice of termination of employment, such option
terminates on the date of such discharge and the optionee
forfeits any and all rights which may have accrued prior thereto.
Modification
The Board of Directors may at any time, or from time to time,
without further stockholder approval, suspend, terminate or
amend the 1991 Plan in such respects as it shall deem advisable
in order that options shall be "incentive stock options" as
defined in Section 422A of
-6-
7
the Code, or to conform to any change in the law, or in any
other respects which shall not change:
(a) the maximum number of shares for which options may be
granted under the 1991 Plan; or
(b) the provisions relating to the determination of employees to
whom options may be granted.
FEDERAL INCOME TAX CONSEQUENCES
Tax Aspects - Non-Statutory Stock Options
Messrs. Weisman, Celler, Spett & Modlin, legal counsel to the
Corporation, have advised that under existing Treasury
regulations with respect to non-statutory stock options, (i) an
optionee will not realize taxable income upon the grant of an
option; (ii) the difference between the option price and the
fair market value of the shares on the date of exercise is
taxable as ordinary income to the optionee at the time of
exercise and is allowable to the Corporation as an income tax
deduction; (iii) the ordinary income to the optionee will be
treated as compensation to the optionee which is subject to
income tax withholding by the Corporation; (iv) the optionee
will take a basis in the shares equal to the sum of the option
price plus the amount of his or her ordinary income; and (v) any
gain or loss on a subsequent sale of the shares, which will
equal the difference between the sales proceeds and the
optionee's basis in the shares, will be capital gain or loss at
the time of sale.
Tax Aspects - Incentive Stock Options
The Corporation has been advised by such legal counsel that the
federal income tax consequences of incentive stock options under
present law are generally as follows: if an option is an
incentive stock option, the optionee will recognize no income
upon grant or exercise (except for purposes of computing the alternative
minimum tax described below) of such option and the Corporation will
not be allowed a deduction for federal tax purposes as it would
in the case of a non-statutory stock option. Upon a sale of the
shares by the optionee (assuming that the sale occurs no sooner
than two years after grant of the option and one year after
exercise of the option), any gain will be capital gain to the
optionee. If the optionee fails to hold the shares for the
foregoing period, the disposal is treated as a disqualifying
disposition. The gain on such disposition is ordinary income to
the optionee to the extent of the difference between the option
price and the fair market value of the shares on the date of
exercise and any excess is long-term or short-term
-7-
8
capital gain depending upon the holding period. In such event,
the Corporation will be entitled to an income tax deduction
equal to the ordinary income amount to the optionee.
In order for an option to qualify as an incentive stock option,
(i) the option must be granted pursuant to a plan which includes
the aggregate number of shares which may be issued under options
and the employees (or class of employees) eligible to receive
options; (ii) such option is granted within ten (10) years from
the date such plan is adopted, or the date such plan is approved
by the stockholders, whichever is earlier; (iii) the option must
be exercised while the optionee is an employee of the
Corporation or a subsidiary of the Corporation, or no more than
three (3) months after the optionee's employment ceases (twelve
(12) months in the case of termination following the optionee's
total disability); (iv) the option may not by its terms be
exercisable after the expiration of ten (10) years from the date
it is granted; (v) the option price must not be less than the
fair market value of the stock at the time such option is
granted; (vi) the option plan must be approved by the
stockholders within twelve (12) months after the date such plan
is adopted; (vii) the option by its terms is non-transferable
other than upon death of the optionee and is exercisable only by
the optionee during his or her lifetime; (viii) if the optionee
owns more than 10% of the voting power of all classes of the
Corporation's stock at the time the option is granted, the
option price must be at least 110% of the fair market value on
the date of grant and the option may not be exercised after five
(5) years from the date of grant; and (ix) under the terms of
the plan, the aggregate fair market value, determined at time of
grant, of stock for which an employee may exercise incentive
stock options for the first time in any calendar year under all
plans cannot exceed $100,000.
For purposes of determining the alternative minimum tax, the
spread between the fair market value of the stock on the
exercise date of an incentive stock option and the option price
is added to taxable income as an adjustment for purposes of computing the
alternative minimum tax. This spread between the fair market value of the
stock on the exercise date and the option price included in alternative
minimum taxable income is added to the basis of the stock for purposes of
computing alternative minimum tax on any subsequent disposition.
Employee Retirement Income Security Act of 1974
The 1991 Plan is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974 or of Section
401(a) of the Code.
-8-
9
DESCRIPTION OF CAPITAL STOCK
Common Stock
The shares of Common Stock are entitled to one (1) vote per
share on all matters submitted to stockholders. They are also
entitled to vote separately as a class (as are the shares of
Class B Stock described below) on all matters requiring an
amendment to the Corporation's Certificate of Incorporation, as
well as on mergers, consolidations and certain other significant
transactions for which stockholder approval is required under
Delaware law. Holders of the Common Stock do not have
preemptive rights or cumulative voting rights.
Dividends on the Common Stock will be paid if, and when,
declared. The Common Stock is entitled to cash dividends which
are 11.11% higher per share than the cash dividends which may be
paid on the Class B Stock, but otherwise the Common Stock and
the Class B Stock rank equally. The Corporation has never paid
cash dividends, and such dividends are not permitted by the
Corporation's principal loan agreement. Stock dividends on and
stock splits of Common Stock may only be payable or made in
shares of Common Stock.
The Common Stock is entitled upon liquidation to receive the
entire net assets of the Corporation remaining after payment of
all debts and other claims of creditors and after the holders of
each series of Preferred Stock, if any, have been paid the
preferred liquidating distribution on their shares, if any, as
fixed by the Board of Directors of the Corporation. The Common
Stock is not convertible into shares of any other equity
security of the Corporation.
The Common Stock is freely transferable.
Class B Stock
The shares of Class B Stock are entitled to one (1) vote per
share on all matters submitted to stockholders, except that they
are entitled to ten (10) votes per share in the election of
directors under certain circumstances. They are also entitled
to vote separately as a class (as are the shares of Common
Stock) on all matters requiring an amendment to the
Corporation's Certificate of Incorporation, as well as on
mergers, consolidations and certain other significant
transactions for which stockholder approval is required under
Delaware law. Holders of the Class B Stock do not have
preemptive rights or cumulative voting rights.
-9-
10
Dividends on the Class B Stock will be paid only as and when
dividends on the Common Stock are declared and paid. The Common
Stock is entitled to cash dividends which are 11.11% higher per
share than the cash dividends which may be paid on the Class B
Stock, but otherwise the Common Stock and the Class B Stock rank
equally. Stock dividends on and stock splits of Class B Stock
will only be payable or made in shares of Class B Stock.
In the event of liquidation or insolvency, each share of Class
B Stock will be entitled, through conversion into Common Stock,
to share ratably with the Common Stock in the assets remaining
after payment of all debts and other claims of creditors,
subject to the rights of any Preferred Stock which may be issued
in the future.
Holders of Class B Stock may elect at any time to convert any
or all of such shares back into shares of the Common Stock on a
share-for-share basis. In the event that the number of
outstanding shares of Class B Stock falls below 5% of the
aggregate number of issued and outstanding shares of Common
Stock and Class B Stock, or the Board of Directors and a
majority of the outstanding shares of Class B Stock approve the
conversion of all of the Class B Stock into Common Stock, then
immediately upon the occurrence of either event, the shares of
the Class B Stock will automatically be converted into shares of
Common Stock. In the event of such conversion, certificates
formerly representing outstanding shares of Class B Stock will
thereafter be deemed to represent a like number of shares of
Common Stock.
The Class B Stock is not transferable except to certain family
members and related entities.
Special Voting Requirements
The Corporation's Certificate of Incorporation, as presently in
effect, contains a provision requiring a two-thirds vote on
mergers, consolidations or a sale of substantially all of the
Corporation's assets. It also contains a "fair price" provision
requiring all stockholders to receive equal treatment in the
event of a takeover which may be coercive; such provision may
not be amended except by a four-fifths vote of the stockholders
and may considered to have the effect of discouraging tender
offers, takeover attempts, acquisitions or business combinations
involving the Corporation; and such provision also requires that
business combinations involving the Corporation and certain
"Acquiring Persons" (i.e., a person or entity which directly or
indirectly owns or controls at least 5% of the voting stock of
the Corporation) be approved by the holders of four-fifths of
the Corporations' outstanding shares entitled to vote (other
than shares
-10-
11
held by an Acquiring Person with which or by or on whose behalf a business
combination is proposed) unless such business combination either:
(1) has been authorized by the Board of Directors prior to the
time that the Acquiring Person involved in such business
combination became an Acquiring Person; or
(2) will result in the receipt by the other stockholders of a
specified minimum amount and form of payment for their shares.
Preferred Stock
The Preferred Stock may be issued in one or more series from
time to time by action of the Board of Directors. The shares of
any series of Preferred Stock may be convertible into Common
Stock, may have priority over the Common Stock and Class B Stock
in the payment of dividends and as to the distribution of assets
in the event of liquidation, dissolution or winding up of the
Corporation and may have preferential or other voting rights, in
each case, to the extent, if any, determined by the Board of
Directors at the time it creates the series. There are no
shares of Preferred Stock outstanding.
LEGAL MATTERS
The legality of the shares offered by this Prospectus has been
passed upon by Messrs. Weisman, Celler, Spett & Modlin, 445 Park
Avenue, New York, New York 10022. As of April 30, 1995, members
of the firm of Weisman, Celler, Spett & Modlin beneficially
owned 6,750 shares of the Class B Stock of the Corporation.
Howard S. Modlin, a member of such firm, is Secretary and a
director of the Corporation.
EXPERTS
The consolidated financial statements and financial statement
schedules of the Corporation as of September 30, 1994 and 1993
and for the years ended September 30, 1994, 1993 and 1992,
incorporated by reference in this Prospectus, have been
incorporated herein in reliance upon the report of Coopers &
Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
INDEMNIFICATION
The Corporation's Certificate of Incorporation authorizes the
indemnification of directors and officers and the purchase of
insurance on behalf of such persons against liability asserted
against them in such
-11-
12
capacity or arising out of such status. The Corporation
maintains an insurance policy covering its directors and
officers against certain losses. Section 145 of the General
Corporation Law of Delaware permits or requires indemnification
of officers and directors in the event that certain statutory
standards of conduct are met.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Corporation pursuant to the foregoing
provisions, or otherwise, the Corporation has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
-12-
13
FORM S-8
PART II: UNDERTAKINGS AND OTHER INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
See Prospectus, "Available Information," page 3 and
"Description of Capital Stock," page 9.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
The consolidated financial statements and financial statement
schedules of the Corporation as of September 30, 1994 and 1993
and for the years ended September 30, 1994, 1993 and 1992,
incorporated by reference in this Registration Statement, have
been incorporated herein in reliance upon the report of Coopers
& Lybrand L.L.P., independent accountants, given on the authority of that
firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
Reference is made to Article Tenth of the registrant's Restated
Certificate of Incorporation filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1988, which is incorporated by reference for
information concerning indemnification of directors and
officers. Section 145 of the General Corporation Law of
Delaware permits or requires indemnification of officers and
directors in the event that certain statutory standards of
conduct are met. However, reference is made to Item 9(d) with
respect to indemnification for liabilities arising under the
Securities Act.
Under an insurance policy with The Chubb Group of Companies,
the directors and certain officers of the undersigned registrant
and its subsidiaries are indemnified against certain losses
arising from certain claims which may be made against such
persons, by reason of their being such directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
II-1
14
Item 8. List of Exhibits
10. (a) 1991 Stock Option Plan (Incorporated by reference to Exhibit A
to Proxy Statement dated December 5, 1994).
(b) Incentive Stock Option Agreement (Incorporated by reference to
Exhibit 10(b) to Registration Statement No. 33-53150).
(c) Non-Statutory Stock Option Agreement (Incorporated by reference to
Exhibit 10(c) to Registration Statement No. 33-53150).
24. Consents
(a) Coopers & Lybrand L.L.P.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(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 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and (iii)
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement, provided, however, that clauses (i) and
(ii) do not apply if the information required to be included in
a post-effective amendment by those clauses is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this
Registration Statement.
15
II-2
(2) 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 herein 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.
(b) The undersigned registrant hereby undertakes that for the
purpose of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13 or 15(d) of the Exchange Act (and, where applicable
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is 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.
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the Prospectus to each employee to
whom the Prospectus is sent or given, a copy of the registrant's
latest annual report to stockholders that is incorporated by
reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Exchange Act, unless such employee otherwise has received a copy
of such report in which case the registrant shall state in the
Prospectus that it will promptly furnish without charge a copy
of such report on written request of the employee, and where
interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the Prospectus,
to deliver the latest quarterly report that is specifically
incorporated by reference in the Prospectus to provide such
financial information.
(d) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the undersigned registrant pursuant to
the foregoing provisions, or otherwise, the undersigned
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the undersigned registrant in
the successful
II-3
16
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the undersigned registrant will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-4
17
SIGNATURES
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
Town of Middlebury, State of Connecticut, on the 24th day of
May, 1995.
GENERAL DATACOMM INDUSTRIES, INC.
By: ___________________________
Charles P. Johnson
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
_____________________ Chairman of the Board May 24, 1995
Charles P. Johnson and Chief Executive Officer
_____________________ Vice President-Finance May 24, 1995
William S. Lawrence and Chief Financial Officer
_____________________ Corporate Controller and May 24, 1995
William G. Henry Principal Accounting Officer
_____________________
Howard S. Modlin Director May 24, 1995
_____________________
Frederick R. Cronin Director May 24, 1995
_____________________
Lee M. Paschall Director May 24, 1995
_____________________
John L. Segall Director May 24, 1995
II-5
18
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8, relating to the 1991 Stock Option
Plan of General DataComm Industries, Inc. and Subsidiaries
in the prospectus included therein, of our report, which includes an
explanatory paragraph for certain accounting changes, dated October 19, 1994,
on our audits of the consolidated financial statements and financial
statement schedules of General DataComm Industries, Inc. and Subsidiaries
as of September 30, 1994 and 1993 and for the years ended September 30, 1994,
1993 and 1992, which report is included in the 1994 Annual Report on
Form 10-K/A. We also consent to the reference to our firm under the
caption "Experts."
Coopers & Lybrand L.L.P.
Stamford, Connecticut
May 24, 1995