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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 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
AND
STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR DON E. ACKERMAN
AND
STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR JOHN G. HILL
(Full titles of Plans)
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
(Stock Option Plan) 70,000 $3.81 $266,700 $20.65
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Common Stock (Ackerman) 10,000 $3.125 $31,250 $2.95
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Common Stock
(Hill) 10,000 $7.875 $78,750 $2.95
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Rights to Purchase Common
Stock 90,000 (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).
99.1 Genicom Corporation 1998 Non-Employee
Directors Stock Option Plan, filed as
Exhibit B to Genicom Corporation Proxy
Statement for Annual Meeting held May 20,
1998, is incorporated herein by reference.
99.2 Non-Statutory Stock Option Agreements with
Non-Employee Directors Don E. Ackerman and
John G. Hill (filed herewith).
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
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Don E. Ackerman June 15, 1998
* Paul T. Winn President, Chief Executive Officer and Director
- -------------------------------- (Principal Executive Officer) June 15, 1998
Paul T. Winn
* 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
- -------------------------------- Financial Officer) June 15, 1998
James C. Gale
* By /s/ James C. Gale
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James C. Gale
Attorney-in-Fact for the above-named persons.
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