As filed with the Securities and Exchange Commission on January 8, 2018
Registration No. 333-219619
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
General Communication, Inc.
(Exact name of registrant as specified in its charter)
Alaska |
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4813 |
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92-0072737 |
2550 Denali Street
Suite 1000
Anchorage, Alaska 99503
(907) 868-5600
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Tina Pidgeon, Esq.
General Counsel
General Communication, Inc.
2550 Denali Street
Suite 1000
Anchorage, Alaska 99503
(907) 868-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven D. Miller, Esq. |
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Richard N. Baer, Esq. |
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Renee L. Wilm, Esq. |
Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable upon completion of the applicable transactions described in the enclosed document.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-219619
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
Accelerated filer x |
Non-accelerated filer o |
Smaller reporting company o Emerging growth companyo |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) o
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Form S-4 amends the Registration Statement on Form S-4 of General Communication, Inc. (Registration No. 333-219619), as amended prior to the date hereto (the Registration Statement), which was declared effective by the Securities and Exchange Commission on December 28, 2017.
This Post-Effective Amendment No. 2 is being filed for the sole purpose of correcting a typographical error in the date on each of Exhibit 23.5: Consent of KPMG LLP, Exhibit 23.6: Consent of KPMG LLP and Exhibit 23.7: Consent of KPMG LLP previously filed with the Registration Statement, as well as updating Item 21 of Part II of the Registration Statement to reflect the replacement of such exhibits with correctly dated exhibits.
Item 21. Exhibits and Financial Statement Schedules
4.1 Specimen Certificate for shares of Class A-1 Common Stock of the Registrant.**
4.2 Specimen Certificate for shares of Class B-1 Common Stock of the Registrant.**
4.3 Specimen Certificate for shares of Class A Common Stock of the Registrant.**
4.4 Specimen Certificate for shares of Class B Common Stock of the Registrant.**
5.1 Opinion of Stoel Rives LLP as to the legality of the securities being registered.**
8.1 Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters.*/**
8.2 Form of Opinion of Sherman & Howard L.L.C. regarding certain tax matters.*/**
10.4 Form of GCI Liberty, Inc. Transitional Stock Adjustment Plan.**
10.5 Form of GCI Liberty, Inc. 2018 Omnibus Incentive Plan.**
10.8 Forms of Aircraft Time Sharing Agreements.**
10.10 Form of Services Agreement by and between Liberty Media Corporation and GCI Liberty, Inc.**
12.1 Computation of Ratio of Combined Fixed Charges and Preference Dividends to Earnings.**
23.1 Consent of Stoel Rives LLP (included in Exhibit 5.1).**
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 8.1).**
23.3 Consent of Sherman & Howard L.L.C. (included in Exhibit 8.2).**
23.5 Consent of KPMG LLP (with respect to financial statements of Liberty Interactive Corporation).
23.6 Consent of KPMG LLP (with respect to financial statements of Liberty Broadband Corporation).
23.8 Consent of Deloitte & Touche LLP (with respect to financial statements of FTD Companies, Inc.).**
24.1 Power of Attorney.**
99.1 Consent of Lazard Frères & Co. LLC.**
99.3 Proxy Card of General Communication, Inc.**
* An executed opinion will be delivered in connection with the completion of the Transactions and will be filed as an
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Anchorage, Alaska, on January 8, 2018.
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General Communication, Inc. | |||
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By: |
/s/ Peter J. Pounds | ||
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Name: |
Peter J. Pounds | |
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Title: |
Senior Vice President, Chief Financial Officer and Secretary | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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Chairman of the Board and Director |
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Stephen M. Brett |
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Chief Executive Officer and Director (Principal Executive Officer) |
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Ronald A. Duncan |
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Director |
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Bridget L. Baker |
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Director |
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Jerry A. Edgerton |
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Director |
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Scott M. Fisher |
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Director |
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William P. Glasgow |
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Director |
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Mark W. Kroloff |
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Director |
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Stephen R. Mooney |
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Director |
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James M. Schneider |
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Director |
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Eric L. Zinterhofer |
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/s/ Peter J. Pounds |
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Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer) |
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January 8, 2018 |
Peter J. Pounds |
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Vice President and Chief Accounting Officer (Principal Accounting Officer) |
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Lynda L. Tarbath |
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By: |
/s/ Peter J. Pounds |
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January 8, 2018 |
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Peter J. Pounds |
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Attorney-in-fact |
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