As Filed with the Securities and Exchange Commission on July 27, 2007
Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL COMMUNICATION, INC.
(Exact name of registrant as specified in its charter)
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ALASKA |
92-0072737 |
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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
(Address of Principal Executive Offices) (zip code)
GENERAL COMMUNICATION, INC.
AMENDED AND RESTATED 1986 STOCK OPTION PLAN
(Full title of the plan)
John M. Lowber
General Communication, Inc.
2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
(Name and address of agent for service)
907.868.5600
(Telephone number, including area code, of agent for service)
Copy to: Julius J. Brecht
Wohlforth, Johnson, Brecht, Cartledge & Brooking, A Professional Corporation
900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
907.276.6401
CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Registered |
Amount To Be Registered1 |
Proposed Maximum Offering Price Per Share2 |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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General Communication, Inc. Class A Common Stock |
2,500,000 |
$12.33 |
$30,825,000 |
$1,211.42 |
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1 |
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan as described in this Registration Statement. |
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2 |
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457, based upon the average of the high and low prices of $12.05 per share and $12.61 per share, respectively, for the Class A common stock, i.e., an average of $12.33 per share, which will be the subject of the options under the Plan, as quoted on the Nasdaq Stock Market on July 24, 2007. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The contents of the initial Registration Statement pertaining to the General Communication, Inc. Amended and Restated 1986 Stock Option Plan filed with the Securities and Exchange Commission on Form S-8 on April 5, 1993 (Registration No. 33-60222), the post-effective amendment no. 1 filed with the Commission on Form S-8 POS on August 24, 1995 (Registration No. 333-8758), the post effective amendment no. 2 filed with the Commission on Form S-8 POS on February 20, 1998 (Registration No. 333-8762), the Registration Statement for the plan filed with the Commission on Form S-8 on September 23, 1999 (Registration No. 333-87639), the Registration Statement for the plan filed with the Commission on Form S-8 on April 30, 2001 (Registration No. 333-59796), the Registration Statement for the plan filed with the Commission on Form S-8 on August 30, 2002 (Registration No. 333-99003), the Registration Statement for the plan filed with the Commission on Form S-8 on July 30, 2004 (Registration No. 333-117783), and the Company's annual report on Form 10-K for the year ended December 31, 2006, all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2006, and the description of the Company's common stock as contained in the Form 10, as amended, filed pursuant to that act are incorporated by reference into this Registration Statement. Required opinions, consents, and signatures are included in this amendment.
Item 2. Registrant Information and Employee Plan Annual Information
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See Item 1. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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See Item 1. |
Item 4. Description of Securities
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See Item 1. |
Item 5. Interests of Named Experts and Counsel
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See Item 1. |
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Page 2 |
Item 6. Indemnification of Directors and Officers
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See Item 1. |
Item 7. Exemption from Registration Claimed
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See Item 1. |
Item 8. Exhibits
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See Exhibit Index and exhibits at the end of this Registration Statement. |
Item 9. Undertakings
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See Item 1. |
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 Municipality of Anchorage, State of Alaska, on July 27, 2007.
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GENERAL COMMUNICATION, INC. |
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(Registrant) |
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By: |
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/s/ Ronald A. Duncan |
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By: |
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/s/ John M. Lowber |
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Ronald A. Duncan |
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John M. Lowber |
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President & Chief |
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Senior Vice President & |
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Executive Officer |
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Chief Financial Officer |
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(Principal Executive Officer) |
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(Principal Financial Officer) |
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By: |
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/s/ Alfred J. Walker |
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Alfred J. Walker |
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Vice President & |
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Chief Accounting Officer |
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(Principal Accounting Officer) |
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Page 3 |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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/s/ Ronald A. Duncan |
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July 16, 2007 |
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Ronald A. Duncan |
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Date |
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President, Chief Executive Officer and Director |
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(Principal Executive Officer) |
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/s/ Stephen M. Brett |
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July 16, 2007 |
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Stephen M. Brett |
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Date |
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Chairman of the Board and Director |
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/s/ Jerry A. Edgerton |
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July 16, 2007 |
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Jerry A. Edgerton, Director |
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Date |
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/s/ Scott M. Fisher |
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July 12, 2007 |
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Scott M. Fisher, Director |
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Date |
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/s/ William P. Glasgow |
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July 13, 2007 |
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William P. Glasgow, Director |
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Date |
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/s/ Stephen R. Mooney |
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July 16, 2007 |
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Stephen R. Mooney, Director |
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Date |
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/s/ James M. Schneider |
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July 13, 2007 |
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James M. Schneider, Director |
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Date |
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Page 4 |
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the locations and on the dates indicated, effective for the Plan as of July 27, 2007.
GENERAL COMMUNICATION, INC. AMENDED AND RESTATED 1986 STOCK OPTION PLAN
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By: |
Compensation Committee (acting as the Option Committee) |
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/s/ Stephen M. Brett |
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July 16, 2007 |
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Stephen M. Brett |
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Date |
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/s/ Jerry A. Edgerton |
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July 16, 2007 |
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Jerry A. Edgerton |
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Date |
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/s/ Scott M. Fisher |
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July 12, 2007 |
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Scott M. Fisher |
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Date |
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/s/ William P. Glasgow |
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July 13, 2007 |
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William P. Glasgow |
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Date |
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/s/ Stephen R. Mooney |
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July 16, 2007 |
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Stephen R. Mooney |
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Date |
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/s/ James M. Schneider |
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July 13, 2007 |
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James M. Schneider |
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Date |
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Page 5 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FOR THE GENERAL COMMUNICATION, INC.
AMENDED AND RESTATED 1986 STOCK OPTION PLAN
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Page 6 |
EXHIBIT INDEX
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Exhibit No. |
Description |
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4 |
Instruments defining rights of security holders, including indentures |
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4.1 |
Certified copy of the General Communication, Inc. Amendment No. 1, dated as of June 25, 2007, to the Amended and Restated 1986 Stock Option Plan |
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4.2 |
Certified copy of Resolution of Board of Directors of the Company adopted at its meeting of February 19, 2007 increasing the number of shares allocated to the Plan by 2,500,000 shares of Class A common stock |
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4.3 |
Certified copy of Resolution of Board of Directors of the Company adopted at its meeting on April 27, 2007 revising the option exercise price to allow deductibility of compensation expense recognized upon exercise of options under the Plan |
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4.4 |
Certified copy of Resolution of shareholders of the Company adopted at their June 25, 2007 meeting approving board recommendations to amend the Plan by increasing the number of shares allocated to the Plan by 2,500,000 shares of Class A common stock and by revising the option exercise price to allow deductibility of compensation expense recognized upon exercise of options under the Plan |
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5 |
Opinion re legality |
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5.1 |
Legal Opinion on Legality of Options and Shares dated July 27, 2007 |
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15 |
None |
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23 |
Consents of experts and counsel |
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23.1 |
Consent of Wohlforth, Johnson, Brecht, Cartledge & Brooking, A Professional Corporation |
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23.2 |
Consent of Harris, Mericle & Wakayama, P.L.L.C. |
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23.3 |
Consent of Independent Registered Public Accounting Firm |
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24 |
None |
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99 |
None |
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Page 7 |