As filed with the Securities and Exchange Commission on February 21, 2002
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 (I.R.S. Employer Identification Number)
of Incorporation or Organization)
3135 Easton Turnpike 06431-0001
Fairfield, Connecticut (Zip Code)
(Address of Principal Executive Offices)
GE INTERLOGIX, INC. 401(k) RETIREMENT PLAN
(Full Titles of the Plan)
Robert E. Healing, Esq.
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
(203) 373-2243
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Attention: Steven R. Shoemate, Esq.
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities to registered (1) maximum maximum registration
be registered offering price aggregate fee
per share offering price
(2) (2)
================================================================================
Common Stock, 150,000 $37.51 5,626,500 $518
par value $0.06
per share
================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act") this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the New York Stock Exchange on February 15,
2002, and are used solely for the purposes of calculating the registration fee
in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to employees as specified in Rule 428(b)(1) of the Securities
Act. Those documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirement of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by General Electric Company (the "Company")
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001,
respectively
3. The Company's Current Report on Form 8-K filed on October 2,
2001; and
4. The description of the Company's common stock, par value $0.06
per share (the "Common Stock") contained in the Registration
Statement on Form S-4 (Registration No. 333-76066), including
any amendment filed for the purpose of updating such
description.
In addition, all reports and other documents filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and all
documents filed by the Plan subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the dates of filing of such reports and documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered hereby will be passed
upon for the Registrant by Robert E. Healing, Corporate Counsel of the
Registrant. Mr. Healing beneficially owns or has rights to acquire an
aggregate of less than 0.01% of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 of the New York Business Corporation Law ("NYBCL") provides
that, in addition to indemnification provided in Article 7 of the NYBCL, a
corporation may indemnify a director or officer by a provision contained in the
certificate of incorporation or bylaws or by a duty authorized resolution of its
stockholders or directors or by agreement, provided that no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, had no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action, or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of (1) a threatened or pending action which is settled or otherwise disposed of,
and (2) any claim as to which such director or officer shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action was brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that indemnification by a corporation is mandatory in any case in which the
director or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
appropriate corporate action as set forth in Section 723.
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Section 724 of the NYBCL provides that, upon application by a director or
officer, indemnification may be awarded by a court to the extent authorized
under Section 722 and Section 723 of the NYBCL. Section 725 of the NYBCL
contains certain other miscellaneous provisions affecting the indemnification of
directors and officers.
Section 726 of the NYBCL authorizes a corporation to purchase and maintain
insurance to indemnify (1) a corporation for any obligation which it incurs as a
result of the indemnification of directors and officers under the provisions of
Article 7 of the NYBCL, (2) directors and officers in instances in which they
may be indemnified by a corporation under the provisions of Article 7 of the
NYBCL, and (3) directors and officers in instances in which they may not
otherwise be indemnified by a corporation under such section, provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the New York State Superintendent of Insurance for a retention
amount and for co-insurance.
Section 6 of the Restated Certificate of Incorporation, as amended, of the
Registrant provides in part as follows:
A person who is or was a director of the corporation shall have no
personal liability to the corporation or its stockholders 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 bylaws, as amended, of GE provides, in part, as follows:
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 is 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.
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The Registrant has purchased certain liability insurance for its officers
and directors as permitted by Section 727 of the NYBCL.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
(a) The following is a list of Exhibits included as part of this
Registration Statement. Items marked with a single asterisk are filed herewith.
The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and to make
all changes required by the IRS in order to qualify the Plan under Section 401
of the Internal Revenue Code of 1986, as amended.
4.1 The Certificate of Incorporation, as amended, and By-laws, as
amended, of General Electric Company are incorporated by reference
to Exhibit (3) of General Electric's Current Report on Form 8-K
dated May 1, 2000.
5.1* Opinion of Robert E. Healing, Corporate Counsel for General Electric
Company, as to the legality of the securities being registered.
23.1* Consent of KPMG LLP.
23.2 Consent of Robert E. Healing (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (incorporated by reference to the Registration
Statement on Form S-4 (No. 333-76066) of the Registrant filed on
December 28, 2001).
(b) Not applicable.
ITEM 9. UNDERTAKINGS.
(a) 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, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated
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maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC such indemnification
is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town of Fairfield, State of Connecticut, on February 21,
2002.
GENERAL ELECTRIC COMPANY
By: /s/ Robert E. Healing
-------------------------------
Name: Robert E. Healing
Title: Corporate Counsel
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.
NAME CAPACITY DATE
* Chairman of the Board (Principal February 21, 2002
------------------------- Executive Officer and Director)
Jeffrey R. Immelt
* Senior Vice President Finance February 21, 2002
------------------------- (Principal Financial Officer)
Keith S. Sherin
* Vice President and Comptroller February 21, 2002
------------------------- (Principal Accounting Officer)
Philip D. Ameen
* Director February 21, 2002
-------------------------
James I. Cash, Jr.
* Director February 21, 2002
-------------------------
Silas S. Cathcart
* Director February 21, 2002
-------------------------
Dennis D. Dammerman
* Director February 21, 2002
-------------------------
Paolo Fresco
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NAME CAPACITY DATE
* Director February 21, 2002
-------------------------
Amy Fudge
* Director February 21, 2002
-------------------------
Claudio X. Gonzales
* Director February 21, 2002
-------------------------
Andrea Jung
* Director February 21, 2002
-------------------------
Kenneth G. Langone
* Director February 21, 2002
-------------------------
Rochelle B. Lazarus
Director
-------------------------
Scott McNealy
* Director February 21, 2002
-------------------------
Gertrude G. Michelson
* Director February 21, 2002
-------------------------
Sam Nunn
Director
-------------------------
Roger Penske
* Director February 21, 2002
-------------------------
Frank H. T. Rhodes
* Director February 21, 2002
-------------------------
Gary L. Rogers
* Director February 21, 2002
-------------------------
Andrew C. Sigler
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NAME CAPACITY DATE
* Director February 21, 2002
-------------------------
Douglas A. Warner, III
* Director February 21, 2002
-------------------------
Robert C. Wright
* By Robert E. Healing
/s/ Robert E. Healing
---------------------
as Attorney-in-Fact
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EXHIBIT INDEX
The following is a list of Exhibits included as part of this Registration
Statement. Items marked with a single asterisk are filed herewith.
4.1 The Certificate of Incorporation, as amended, and By-laws, as
amended, of General Electric Company are incorporated by reference
to Exhibit (3) of General Electric's Current Report on Form 8-K
dated May 1, 2000.
5.1* Opinion of Robert E. Healing, Corporate Counsel for General Electric
Company, as to the legality of the securities being registered.
23.1* Consent of KPMG LLP.
23.2 Consent of Robert E. Healing (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (incorporated by reference to the Registration
Statement on Form S-4 (No. 333-76066) of the Registrant filed on
December 28, 2001).
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