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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 1997 STOCK OPTION 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 600,000 $3.81 $2,286,000 $674.37
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Rights to Purchase
Common Stock 600,000 (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 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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INTRODUCTION
The purpose of this Registration Statement is to register 600,000 additional
shares of Common Stock, $0.01 par value, of Genicom Corporation and associated
Rights to Purchase Common Stock, issuable pursuant to the Genicom Corporation
1997 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 Statement No. 333-30153 filed with the Commission on June 27,
1997, and those of its Amendment No. 1 to Form S-8 Registration Statement No.
333-30153 filed with the Commission on June 11, 1998.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit Number Description
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 First Amendment to the Registrant's 1997
Stock Option Plan, dated December 14, 1997
(filed herewith).
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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
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Don E. Ackerman June 15, 1998
* Paul T. Winn President, Chief Executive Officer and Director
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Paul T. Winn (Principal Executive Officer) June 15, 1998
* John G. Hill Director
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John G. Hill June 15, 1998
/s/ James C. Gale Vice President and Chief Financial Officer (Principal
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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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