1
Registration No._________
As Filed with the Securities and Exchange Commission on March 21, 1996
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENICOM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51-0271821
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14800 CONFERENCE CENTER DRIVE
SUITE 400, WESTFIELDS
CHANTILLY, VIRGINIA 22021-3806
(Address of principal executive offices) (Zip Code)
GENICOM CORPORATION STOCK OPTION PLAN
(Full title of Plan)
Paul T. Winn, President
Genicom Corporation
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 22021-3806
(Name and address of agent for service)
(703) 802-9200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share (1) price (1) registration fee
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Common Stock 400,000 $5.625 $2,250,000 $776.00
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(1) Estimated solely for the purpose of calculating the registration fee.
Based on the closing price of the Common Stock in the over-the-counter market
on March 15, 1996.
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The purpose of this Registration Statement is to register 400,000 additional
shares of common stock, $0.01 par value, of Genicom Corporation issuable
pursuant to the Genicom Corporation Stock Option Plan (the "Plan"). Pursuant
to General Instruction E of Form S-8, the Registrant hereby incorporates by
reference the contents of its Form S-8 Registration Statements No. 33-29388,
No. 33-41148, No. 33-49472 and No. 33-53843 filed with the Commission on June
19, 1989, June 12, 1991 July 10, 1992 and May 27, 1994, respectively.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit Number Description
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4 Third Amendment to the Registrant's Stock Option Plan, dated February 13, 1995.
5 Opinion of McGuire Woods Battle & Boothe with respect to the legality of the securities
being registered.
23.1 Consent of McGuire Woods Battle & Boothe (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand.
24 Power of attorney is contained on page 3.
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints James C. Gale his
true and lawful attorney-in-fact to sign on his behalf, as an individual and in
the capacity stated below, any amendment or post-effective amendment to this
registration statement which said attorney-in-fact may deem appropriate or
necessary.
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 City of Chantilly, County of Fairfax, Commonwealth of
Virginia, on March 21, 1996.
GENICOM CORPORATION, Registrant
By: Paul T. Winn
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Paul T. Winn
President and Chief Executive Officer
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
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Don E. Ackerman Chairman of the Board of Directors
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Don E. Ackerman March 21, 1996
Paul T. Winn President, Chief Executive Officer and Director
- ----------------------------- (Principal Executive Officer) March 21, 1996
Paul T. Winn
Edward E. Lucente Director
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Edward E. Lucente March 21, 1996
James C. Gale Vice President and Chief Financial Officer (Principal
- ----------------------------- Financial Officer) March 21, 1996
James C. Gale