As filed with the Securities and Exchange Commission on July 23, 1998
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
New York 14-0689340
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Address of Principal Executive Offices, including Zip Code)
Robert E. Healing
Corporate Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Name and address of agent for service)
(203) 373-2243
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From time to time
following the effectiveness of this registration statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED SHARE <F2> PRICE <F2> REGISTRATION FEE
REGISTERED <F1>
- ----------------------------------------------------------------------------------------------------------------
Common Stock, $0.16 par 50,000 $95.625 $4,781,250.00 $1,410.47
value shares
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<FN>
<F1> Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar
transactions.
<F2> Calculated pursuant to Rule 457(c), based on the average of the high and
low prices for the Common Stock on the New York Stock Exchange Composite
Tape for July 20, 1998.
</FN>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
GENERAL ELECTRIC COMPANY
50,000 SHARES
COMMON STOCK ($0.16 PAR VALUE)
This Prospectus relates to the sale of up to 50,000 shares of Common
Stock (the "Common Stock") of the General Electric Company ("GE") pursuant to
the GE Stock-Based Compensation and Incentive Plan for Consultants, Advisors and
Independent Contractors (the "Plan").
GE's principal executive offices are at 3135 Easton Turnpike, Fairfield,
CT 06431 (Telephone: (203) 373-2475).
GE's Common Stock is listed on the New York and Boston Stock Exchanges. It
is also listed on a number of foreign exchanges including the London Stock
Exchange and the Paris Bourse.
On July 20, 1998, the reported last sale price of the Common Stock on the
New York Stock Exchange was $95.50 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is ____________, 1998
GENERAL INFORMATION ABOUT THE PLAN
INTRODUCTION
The GE Stock-Based Compensation and Incentive Plan for Consultants,
Advisors and Independent Contractors (the "Plan") was adopted by GE's Board of
Directors on March 14, 1997. The purpose of the Plan is to make stock-based
compensation available to consultants, independent contractors and similar
non-employees of GE who provide services to GE, to align such individuals'
interests with those of GE's share owners. Each individual to whom a grant has
been made has been furnished a copy of the Plan. Any individual who renders
services to GE or its affiliates is eligible to participate in the Plan, in the
discretion of the Committee that administers the Plan.
STOCK OPTIONS - DETERMINATION OF PRICE OF THE COMMON STOCK
The options have an exercise price of $51.125 per share. The options
expire on December 19, 2006. The purchase price for the shares subject to the
options is 100% of the market value of the Common Stock on the date the options
were granted, as provided by the Plan. The option grants contain the specific
terms and conditions relating to the options. Each optionee is referred to the
Plan and his or her option documents for a complete statement of the terms and
provisions of his or her options.
Shares of GE common stock issued upon the exercise of the options will be
freely transferable.
Options are nonassignable and nontransferable and are exercisable only by
the holder or the holder's guardian or legal representative. Payment for the
shares under options shall be made in full in cash, stock or a combination
thereof.
ADMINISTRATION
The Plan is administered by the Management Development and Compensation
Committee of GE's Board of Directors (the "Committee"). As of the date hereof,
the Committee consisted of Directors Cathcart (Chairman), Gonzalez, Michelson,
Rhodes and Sigler. The address of each in his or her capacity as a member of the
Committee is 3135 Easton Turnpike, Fairfield, Connecticut 06431.
The Plan is not subject to the Employee Retirement Income Security Act of
1974, as amended.
SECURITIES SUBJECT TO THE PLAN
The total number of shares of Common Stock which may be delivered under the
Plan will not exceed 10,000,000 shares (as adjusted for the 2-for-1 stock split
effective April 28, 1997), subject to adjustment for any changes in the Common
Stock or any option granted under the Plan as a result of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
exchange of stock or other change in corporate structure. The Plan permits
either treasury or authorized but unissued shares to be used.
TAX ASPECTS
Optionees should consult with tax advisors prior to exercising options, to
be sure they understand the tax consequences of the option exercise. The
following is a general summary of the Federal income tax consequences of the
granting and exercise of stock options. This discussion is not intended to
provide specific tax advice.
All options granted under the Plan are non-statutory options not intended
to qualify under Section 422 of the Internal Revenue Code of 1986, as amended.
The grant of an option does not produce taxable income to the option
holder. Generally, upon exercise of an option, the excess of the fair market
value of the Common Stock over the option exercise price is taxable to the
option holder as ordinary income. For example, if an optionee exercised an
option having an exercise price of $51.125 per share when the fair market value
GE common stock was $91.125 per share, the optionee would recognize ordinary
income of $40 per share on the exercise. If the optionee exercised 100 options,
receiving 100 shares of stock, he or she would recognize taxable ordinary income
of $4,000 using the same example.
Optionees are responsible for the tax liability incurred upon exercise of
the option. GE is not required to, and does not, withhold any tax upon exercise
of the option for optionees who are not employees of GE.
The tax basis for the Common Stock acquired is the fair market value on
the date of exercise, and the holding period for the Common Stock begins on the
date of exercise. Optionees should consult with tax advisors prior to selling
stock received on exercise of options, to be sure they understand the tax
consequences of selling stock.
Optionees who are subject to tax in other jurisdictions should consult
their tax advisors as to the tax effect in such jurisdictions.
AMENDMENT OF OPTIONS AND THE PLAN
The Board may amend or terminate the Plan, or any options granted under
the Plan, without the consent of any share owner or other person, but no
amendment or termination may impair rights of any holder of an option under the
Plan without the written consent of the affected person.
ADDITIONAL INFORMATION ABOUT GE STOCK AND THE PLAN
VOTING. If you own GE stock, you will receive proxy materials, reports to
share owners, and other materials sent to GE share owners. Each share of GE
common stock is entitled to one vote on each matter put to a vote of the share
owners.
DIVIDENDS. The Board of Directors determines dividend record and payment
dates, and dividend rates. The Board of Directors may change the amount and
timing of dividends at any time, without notice.
STOCK SPLITS AND STOCK DIVIDENDS. Your options, as well as any GE stock you
own, will be adjusted to reflect any additional shares of GE stock distributed
as a stock split, stock dividend or other distribution based on GE stock.
RESPONSIBILITY. Neither GE nor the Committee will be liable for actions
taken in good faith in administering the Plan, or for actions required by law,
or for good faith omissions to act.
Your options represent a potential investment in GE stock, which may
increase or decrease in value. You are responsible for the investment decisions
regarding your options. Neither GE nor the Plan can provide investment advice.
Tax consequences of stock options can vary depending on each optionee's tax
situation. You are responsible for consulting with tax advisors to determine the
tax effect of stock option exercises and stock ownership in light of current and
proposed federal, state, local, foreign and other tax laws.
You are responsible for costs that you incur in connection with exercising
your options or selling stock you receive on exercise of options -- for example,
brokerage fees if you choose to sell stock through a broker when you exercise
your options, or delivery fees for certificates we send to you by means other
than first class mail, at your request.
FOREIGN PARTICIPATION. If you live outside the U.S., you should first
determine if there are any laws or governmental regulations that would affect
the actions you take with respect to your options, or affect the terms of your
option or the Plan. Tax consequences of Plan participation may vary under
foreign laws or regulations. You should determine the tax treatment of stock
options and stock ownership before you decide to exercise your options.
USE OF PROCEEDS. Proceeds from the sale of GE treasury shares through the
Plan, if any, will be used by GE for general corporate purposes.
LEGAL MATTERS. The Plan is governed by the laws of the State of New York,
GE's state of incorporation. GE's Corporate Counsel, Robert E. Healing, has
given GE his legal opinion regarding the validity of the GE stock offered by
this Prospectus.
INDEPENDENT PUBLIC ACCOUNTANTS. KPMG Peat Marwick LLP, independent
certified public accountants, audited GE's consolidated financial statements for
the year ended December 31, 1997. GE's Annual Report on Form 10-K includes these
financial statements and the auditors' report. This Prospectus incorporates the
financial statements and report by reference, relying on KPMG Peat Marwick LLP's
authority as experts in accounting and auditing.
GENERAL INFORMATION ABOUT GE
GE is a diversified technology, manufacturing and services company. GE
operates in more than 100 countries around the world, including 250
manufacturing plants in 26 different nations. GE employs 276,000 people
worldwide, including 165,000 in the United States. For the year ended December
31, 1997, GE reported revenues of $90.84 billion, and net earnings of $8.20
billion. GE's principal executive offices are located at 3135 Easton Turnpike,
Fairfield, CT 06431 (telephone (203) 373-2211).
WHERE TO OBTAIN ADDITIONAL INFORMATION ABOUT GE. GE files annual, quarterly
and special reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy any such reports, statements or
other information that GE files, at the SEC's Public Reference Room at 450 Fifth
Street, N.W., in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Room. GE's SEC filings are also
available from the New York Stock Exchange, from commercial document retrieval
services and from the Internet site maintained by the SEC at http://www.sec.gov.
The SEC allows GE to "incorporate by reference" the information it files
with the SEC. This means that important disclosures contained in GE's SEC
filings, although not repeated in this Prospectus, are considered to be included
in this Prospectus, because the filings are listed below. Later information
filed with the SEC will update and supersede the information in the documents
listed below. These later filings also will be considered to be included in this
Prospectus. The documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
as amended, comprise the incorporated documents:
1. GE's Annual Report on Form 10-K for the year ended December 31, 1997.
2. GE's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
3. The description of GE stock contained in the Registration Statement on Form
S-4 (File No. 333-30845), and any document filed which updates such description.
For information about GE, you should rely only on the information contained
in this Prospectus or incorporated by reference. GE has not authorized anyone
else to provide you with different or additional information. The information in
this Prospectus is accurate as of the date of the Prospectus. This information
will be updated by means of supplemental or revised prospectuses, and by the
future filing of GE's reports with the SEC, described above.
GE will provide, without charge, a copy of any or all of the documents
incorporated by reference in this Prospectus (but not exhibits to such
documents, unless the exhibits are specifically incorporated by reference in
such documents). Direct your request for copies to GE Corporate Investor
Communications; 3135 Easton Turnpike; Fairfield, CT 06431 (telephone (203)
373-2816). Information about GE is also available at GE's Internet site at
http://www.ge.com.
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Accounting Fees..............................................$5,000
Legal Fees......................................................800
Printing and Mailing Expenses...................................100
Miscellaneous...................................................100
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Total Expenses....................................$6,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6 of the Registrant's Certificate of Incorporation, as amended, provides
as follows:
A person who is or was a director of the corporation shall have no
personal liability to the corporation or its shareholders for damages
for any breach of duty in such capacity except that the foregoing shall
not eliminate or limit liability where such liability is imposed under
the Business Corporation Law of the State of New York.
Article XI of the Registrant's By-laws, as amended, provides as follows:
A. The Company shall, to the fullest extent permitted by applicable law as the
same exists or may hereafter be in effect, indemnify any person who is or
was or has agreed to become a director or officer of the Company and who is
or was made or threatened to be made a party to or involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or
in the right of any other corporation, of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which such person is serving, has served or has agreed to
serve in any capacity at the request of the Company, by reason of the fact
that he or she is or was or has agreed to become a director or officer of
the Company, or is or was serving or has agreed to serve such other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines, amounts paid or
to be paid in settlement, taxes or penalties, and costs, charges and
expenses, including attorney's fees, incurred in connection with such
action or proceeding or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i)
his or her acts were committed in bad faith or were the result of active
and deliberate dishonesty and, in either case, were material to the cause
of action so adjudicated, or (ii) he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled. The benefits of this Paragraph a shall extend to the heirs and
legal representatives of any person entitled to indemnification under this
paragraph.
B. The Company may, to the extent authorized from time to time by the board of
Directors, or by a committee comprised of members of the Board or members
of management as the Board may designate for such purpose, provide
indemnification to employees or agents of the Company who are not officers
or directors of the Company with such scope and effect as determined by the
Board, or such committee.
C. The Company may indemnify any person to whom the Company is permitted by
applicable law to provide indemnification or the advancement of expenses,
whether pursuant to rights granted pursuant to, or provided by, the New
York Business Corporation Law or other rights created by (i) a resolution
of shareholders, (ii) a resolution of directors, or (iii) an agreement
providing for such indemnification, it being expressly intended that these
By-laws authorize the creation of other rights in any such manner. The
right to be indemnified and to the reimbursement or advancement of expenses
incurred in defending a proceeding in advance of its final disposition
authorized by this Paragraph C shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision
of the Certificate of Incorporation, by-laws, agreement, vote of
shareholders or disinterested directors or otherwise.
D. The right to indemnification conferred by Paragraph A shall, and any
indemnification extended under Paragraph B or Paragraph C may, be
retroactive to events occurring prior to the adoption of this Article XI,
to the fullest extent permitted by applicable law.
E. This Article XI may be amended, modified or repealed either by action of
the Board of Directors of the Company or by the vote of the shareholders.
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
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;
(ii) To reflect in the prospectus any facts or event 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;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
as 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 registrant
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, the 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 Act and will be governed by the final adjudication of
such issue.
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
the requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Fairfield, State of Connecticut, on July 23, 1998.
GENERAL ELECTRIC COMPANY
By: *Dennis D. Dammerman
-----------------------------
Senior Vice President-Finance
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 date indicated.
SIGNATURE TITLE DATE
*Dennis D. Dammerman Senior Vice President-Finance
Principal Financial Officer
/s/Philip D. Ameen Vice President and Comptroller July 23, 1998
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Philip D. Ameen Principal Accounting Officer
*John F. Welch, Jr. Chairman of the Board of Directors
Principal Executive Officer
*James I. Cash, Jr. Director
*Silas S. Cathcart Director
*Paolo Fresco Director
*Claudio X. Gonzalez Director
*Gertrude G. Michelson Director
*Eugene F. Murphy Director
*Sam Nunn Director
*John D. Opie Director
*Roger S. Penske Director
*Frank H. T. Rhodes Director
*Andrew C. Sigler Director
*Douglas A. Warner III Director
A Majority of the Board of Directors
*By: /s/Philip D. Ameen
---------------------------------
Philip D. Ameen, Attorney-in-Fact
EXHIBIT INDEX
Exhibit4: Restated Certificate of Incorporation and By-laws of the
Registrant, incorporated by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated April 28, 1997.
Exhibit 5 Opinion of Robert E. Healing*
Exhibit 23(a): Consent of KPMG Peat Marwick LLP*
Exhibit 23(b): Consent of Robert E. Healing (included in Exhibit 5)*
Exhibit 24: Power of Attorney of certain Officers and Directors of GE*
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* Filed electronically herewith.