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Registration No._________
As Filed with the Securities and Exchange Commission on June 15, 1998
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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 20151-3820
(Address of principal executive offices) (Zip Code)
GENICOM CORPORATION 1998 EMPLOYEE OWNERSHIP PARTICIPATION PLAN
(Full title of Plan)
Paul T. Winn, President
Genicom Corporation
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 20151-3820
(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 $3.81 $1,524,000 $449.58
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Rights to Purchase
Common Stock 400,000 (2)
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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 June
10, 1998.
(2) The Rights to Purchase Common Stock are attached to and trade with the
shares of the Common Stock. Value attributable to such rights, if any, will be
reflected in the market price of the shares of Common Stock.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Genicom Corporation (the "Company") with the
U.S. Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended December
28, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 29,
1998;
(c) the description of the $0.01 par value common stock of the Company contained
in the Company's Registration Statement on Form 8-A/A, filed on July 5,
1996, Commission File No. 0-14685;
(d) the description of the Rights to Purchase Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A, filed on July
5, 1996, Commission File No. 0-14685; and
(e) all reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since the end of the
fiscal year covered by the Annual Report referred to in (a) above.
Each document or report subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a posteffective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part of this Registration
Statement from the date of the filing of such document with the Commission. Any
statement contained in this Registration Statement or in a document incorporated
in this Registration Statement by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document incorporated herein by
reference which statement is also incorporated herein by reference is
inconsistent with such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation provides for mandatory
indemnification of its officers, directors, employees and agents against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred, to the maximum extent permitted
under the Delaware General Corporation Law (the "GCL"). Section 145 of the GCL
empowers a corporation, within certain limitations, to indemnify any person
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any
suit or proceeding to which he is a party by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, as long as he acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. With respect to any criminal proceeding, he must have had no
reasonable cause to believe his conduct was unlawful.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Number Description
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4.1 Genicom Corporation's Restated Certificate of Incorporation effective as of June 15, 1992
and its Certificate of Amendment to Certificate of Incorporation effective as of July 17,
1995, filed as Exhibits 3.1 and 3.2 to Form 8-A filed with the Commission on July 5,
1996, Commission No. 0-14685, are incorporated herein by reference.
4.2 Genicom Corporation's Bylaws, dated June 1, 1983, as amended January 23, 1989, filed as
Exhibit 3.3 to Form 8-A filed with the Commission on July 5, 1996, Commission No.
0-14685, are incorporated herein by reference.
4.3 Rights Agreement dated as of June 16, 1996 between Genicom Corporation and First Union
National Bank of North Carolina filed as Exhibit 4.1 to Form 8-A filed with the
Commission on July 5, 1996, Commission No. 0-14685, is incorporated herein by reference.
5 Opinion of McGuire, Woods, Battle & Boothe LLP with respect to the legality of the
securities being registered (filed herewith).
23.1 Consent of McGuire, Woods, Battle & Boothe LLP (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).
24 Powers of attorney (filed herewith).
99 Genicom Corporation 1998 Employee Ownership Participation Plan, filed as Exhibit A to
Genicom Corporation Proxy Statement for Annual Meeting held May 20, 1998, is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are being made,
a posteffective 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 posteffective 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 (1)(A)(i) and (1)(A)(ii) do not apply if the
information required to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed with the Commission 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.
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B. That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective 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.
C. To remove from registration by means of a posteffective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
2. 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.
3. 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 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 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.
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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 June 15, 1998.
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
Don E. Ackerman June 15, 1998
* Paul T. Winn
- ------------------------------------------------ President, Chief Executive Officer and Director
Paul T. Winn (Principal Executive Officer) June 15, 1998
* John G. Hill
- ------------------------------------------------ Director
John G. Hill June 15, 1998
/s/ James C. Gale
- ------------------------------------------------ Vice President and Chief Financial Officer (Principal
James C. Gale Financial Officer) June 15, 1998
* By /s/ James C. Gale
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James C. Gale
Attorney-in-Fact for the above-named
persons.
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