-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U2e7m57LI5egQQ0TYCrrHxLZBH42l4ZRF34+0Xw+w0MobOlzzd48ruF3gOj1s/2P /ft6eBHRicLYedPbV+Bb+A== 0000893220-99-000984.txt : 19990819 0000893220-99-000984.hdr.sgml : 19990819 ACCESSION NUMBER: 0000893220-99-000984 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990818 EFFECTIVENESS DATE: 19990818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL INSTRUMENT CORP CENTRAL INDEX KEY: 0001035881 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 364134221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-33399 FILM NUMBER: 99695422 BUSINESS ADDRESS: STREET 1: 101 TOURNAMENT DRIVE CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2153231000 MAIL ADDRESS: STREET 1: 101 TOURNAMENT DRIVE CITY: HORSHAM STATE: PA ZIP: 19044 FORMER COMPANY: FORMER CONFORMED NAME: NEXTLEVEL SYSTEMS INC DATE OF NAME CHANGE: 19970314 S-8 POS 1 GENERAL INSTRUMENT CORP. P.E.. AMENDMENT #1 TO S-8 1 As filed with the Securities and Exchange Commission on August 18, 1999 Registration No. 333-33399 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ GENERAL INSTRUMENT CORPORATION (FORMERLY NEXTLEVEL SYSTEMS, INC.) ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 36-4134221 - ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 101 Tournament Drive Horsham, Pennsylvania 19044 (215) 323-1000 ------------------------------------------------------------ (Address of Principal Executive Offices, including Zip Code) GENERAL INSTRUMENT CORPORATION AMENDED and RESTATED 1997 LONG-TERM INCENTIVE PLAN (formerly NEXTLEVEL SYSTEMS, INC. 1997 LONG-TERM INCENTIVE PLAN) ---------------------------------------------------------------- (Full title of the plan) Robert A. Scott Senior Vice President, General Counsel and Secretary 101 Tournament Drive Horsham, Pennsylvania 19044 ---------------------------------------------------- (Name and address of agent for service) (215) 323-1000 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) ================================================================================ 2 EXPLANATORY NOTES BACKGROUND On July 25, 1997, NextLevel Systems, Inc. was spun-off from its former parent company, General Instrument Corporation ("Parent") through a distribution of NextLevel's shares to the then stockholders of the Parent. After this distribution, the Parent changed its corporate name to General Semiconductor, Inc. Effective February 2, 1998, NextLevel Systems, Inc. changed its corporate name to General Instrument Corporation (the "Company"). PRIOR FORM S-8 FILING A total of 23,155,562 shares of Common Stock of the Company were registered by a Registration Statement on Form S-8, File No. 333-33399, to be issued in connection with its Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"). On May 25, 1999, the stockholders of the Company approved the General Instrument Corporation 1999 Long-Term Incentive Plan (the "1999 Plan"). A total of 560,056 shares of Common Stock of the Company that were registered in connection with the 1997 Plan have not been issued under the 1997 Plan and are now available for issuance under the 1999 Plan. Pursuant to Instruction E to Form S-8 and the telephonic interpretation of Securities and Exchange Commission contained in the Division of Corporation Finance's Manual of Publicly-Available Telephone Interpretations (July 1997), these 560,056 shares are carried forward to, and deemed covered by, the Registration Statement on Form S-8 filed on or about the date hereof in connection with the 1999 Plan. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registration Statement on Form S-8, File No. 333-33399, is incorporated herein by reference. I-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Post Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Horsham, Commonwealth of Pennsylvania on the 18th day of August, 1999. GENERAL INSTRUMENT CORPORATION By: /s/ Edward D. Breen ------------------------------------ Edward D. Breen Chairman of the Board, President and Chief Executive Officer Each person whose signature appears below hereby authorizes, appoints and constitutes Robert A. Scott and Eric M. Pillmore, and each of them singly, his/her true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to execute and cause to be filed with the Commission, any and all amendments or post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, as the Company deems appropriate, and he/she hereby ratifies and confirms all that said attorneys-in-fact or any of them, or their substitutes, may lawfully do or cause to be done in connection therewith. Pursuant to the requirements of the Securities Act of 1933, as amended, this Post Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Edward D. Breen Chairman of the Board, President August 18, 1999 - --------------------------------------- and Chief Executive Officer Edward D. Breen (Principal Executive Officer) /s/ Eric M. Pillmore Senior Vice President, Finance and August 18, 1999 - --------------------------------------- Chief Financial Officer (Principal Eric M. Pillmore Financial Officer) /s/ Marc E. Rothman Vice President, Financial Planning August 18, 1999 - --------------------------------------- and Controller (Principal Marc E. Rothman Accounting Officer) /s/ John Seely Brown Director August 18, 1999 - --------------------------------------- John Seely Brown /s/ Frank M. Drendel Director August 18, 1999 - --------------------------------------- Frank M. Drendel /s/ Lynn Forester Director August 18, 1999 - --------------------------------------- Lynn Forester /s/ Alex J. Mandl Director August 18, 1999 - --------------------------------------- Alex J. Mandl /s/ Dan Schaefer Director August 18, 1999 - --------------------------------------- Dan Schaefer
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