-----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, KGNuOG70pdFMGzMDoysr+LXsxMCWrpTlGzPLCVGjyzF0n3thT/w5UO9JA1kmON1F OeIHSJwVWne2PWqUhDPquw== 0000040545-96-000009.txt : 19960326 0000040545-96-000009.hdr.sgml : 19960326 ACCESSION NUMBER: 0000040545-96-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960325 EFFECTIVENESS DATE: 19960413 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01953 FILM NUMBER: 96538196 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732816 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 S-8 1 As filed with the Securities and Exchange Commission on March 25, 1996 Registration No. 33--------- - ------------------------------------------------------------------------- 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 of incorporation or organization) Identification No.) 3135 Easton Turnpike Fairfield, Connecticut 06431 (Address of Principal Executive Offices, including Zip Code) ROPER EMPLOYEE VOLUNTARY STOCK OWNERSHIP PLAN (Full title of the Plan) ________________________ Robert E. Healing Corporate Counsel 3135 Easton Turnpike Fairfield, Connecticut 06431 (Name and address of agent for service) (203) 373-2243 (Telephone number, including area code, of agent for service) _________________________ Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price per aggregate offering registration fee unit price Common Stock, 300,000 $77.3750 $23,212,500 $8005.00 0.32 par value shares Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions. Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h). 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 employee benefit plan herein described. INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE General Electric Company ("GE") and the Roper Employee Voluntary Stock Ownership Plan (the "Plan"), hereby incorporate by reference into this Registration Statement the contents of the Form S-8 Registration Statement filed on behalf of GE and the Plan on September 23, 1992 (File No. 33-49053). EXPERTS The financial statements of General Electric Company and consolidated affiliates as of December 31, 1995 and 1994, and for each of the years in the three-year period ended December 31, 1995, appearing in General Electric Company's Annual Report on Form 10-K for the year ended December 31, 1995, incorporated by reference herein, have been incorporated herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1995 financial statements refers to a change in 1993 in the method of accounting for postemployment benefits. 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 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 March 15, 1996. GENERAL ELECTRIC COMPANY By:/s/ Philip D. Ameen ----------------------------------- Title: Vice President and Comptroller 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. SIGNATURES 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 City of Augusta, State of Georgia, on the 25th day of March, 1996. ROPER EMPLOYEE VOLUNTARY STOCK OWNERSHIP PLAN /s/ Earl F. Jones, Committee Member * ____________________________________ Charles B. Rickerd, Committee Member * ____________________________________ Philip J. Sebes, Committee Member * ____________________________________ Edmond S. Carpenter, Committee Member *By /s/ Earl F. Jones, Attorney-in-Fact March 25, 1996 Signature Title Date - --------- ----- ----- /s/ Philip D. Ameen (Principal Ac- March 15, 1996 Vice President and counting Offi- Comptroller cer) John F. Welch, Jr.* Chairman of Board of Direc- tors (Principal Executive Officer) Dennis D. Dammerman* Senior Vice President - Finance (Prin- cipal Financial Officer) D. Wayne Calloway* Director Silas S. Cathcart* Director Paolo Fresco* Director Claudio X. Gonzalez* Director Robert E. Mercer* Director Gertrude G. Michelson* Director John D. Opie* Director Barbara Scott Preiskel* Director Andrew C. Sigler* Director Douglas A. Warner III* Director A majority of the Board of Directors *By /s/ Philip D. Ameen ------------------- Philip D. Ameen Attorney-in-Fact March 15, 1996 INDEX TO EXHIBITS DESCRIPTION OF EXHIBIT Exhibit 5: Opinion of Robert E. Healing.* Exhibit 24(a): Consent of KPMG Peat Marwick LLP.* Exhibit 24(b): Consent of Robert E. Healing (included in Exhibit 5).* Exhibit 25(a): Power of Attorney of certain officers and directors of GE.* Exhibit 25(b): Power of Attorney of certain members of the Plan Committee* _____________________________________________ * Filed electronically herewith
EX-5 2 Exhibit 5 March 25, 1996 General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Re: Registration of Additional Shares for Roper Employee Voluntary Stock Ownership Plan Gentlemen: This opinion is furnished in connection with the registration by General Electric Company (the "Company") pursuant to a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933 as amended (the "1933 Act"), of 300,000 shares of Common Stock, $0.32 par value (the "Shares"), which are to be offered and sold through the Roper Employee Voluntary Stock Ownership Plan (the "Plan") of the Company's wholly-owned subsidiary, Roper Corporation. As Corporate Counsel of the Company, I am of the opinion, based upon my familiarity with the affairs of the Company and upon my examination of the law and pertinent documents, that the Shares, when issued and sold pursuant to the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company except as provided by Section 630 of the New York Business Corporation Law. I hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an Exhibit to the Registration Statement with respect to the Shares under the 1933 Act. In giving this consent, I do not admit that I am acting within the category of persons whose consent is required under Section 7 of the 1933 Act and the rules and regulations of the Commission thereunder. Very truly yours, Robert E. Healing EX-24.A 3 Exhibit 24(a) CONSENT OF INDEPENDENT AUDITORS The Board of Directors General Electric Company: We consent to incorporation by reference in the Registration Statement on Form S-8 of General Electric Company of our report dated February 9, 1996 relating to the statement of financial position of General Electric Company and consolidated affiliates as of December 31, 1995 and 1994 and the related statements of earnings and cash flows for each of the years in the three-year period ended December 31, 1995, and the related schedule, which report appears in the December 31, 1995 annual report on Form 10-K of General Electric Company. Our report refers to a change in 1993 in the Company's method of accounting for postemployment benefits. We also consent to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG Peat Marwick LLP Stamford, Connecticut March 20, 1996 EX-25.A 4 Exhibit 25(a) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of General Electric Company, a New York corporation (the "Company"), hereby constitutes and appoints John F. Welch, Jr., Benjamin W. Heineman, Jr., Dennis D. Dammerman, and Philip D. Ameen and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Registration Statements, amendments thereto, post-effective amendments and supplements to such Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, for the registration of securities in connection with the Roper Employee Voluntary Stock Ownership Plan in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 15th day of March, 1996. /s/John F. Welch, Jr. /s/Dennis D. Dammerman Chairman of the Board Senior Vice President - (Principal Executive Finance (Principal Officer and Director) Financial Officer and Director) /s/ Philip D. Ameen Vice President and Comptroller (Principal Accounting Officer) (Page 1 of 2) /s/ John D. Opie Director /s/ D. Wayne Calloway Director /s/ Silas S.Cathcart /s/ Barbara S. Preiskel Director Director /s/ Paolo Fresco Director /s/ Claudio X. Gonzales /s/ Andrew C. Sigler Director Director /s/ Robert E. Mercer /s/ Douglas A. Warner III Director Director /s/Gertrude G. Michelson Director A MAJORITY OF THE BOARD OF DIRECTORS (Page 2 of 2) EX-25.B 5 Exhibit 25(b) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned members of the Roper Employee Voluntary Stock Ownership Plan Committee (the "Commit tee") do hereby constitute and appoint Earl F. Jones as our true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for us and in our name, place and stead, to sign a Registration Statement on Form S-8 with respect to the Plan, and or any and all amendments (including post-effective amendments) to said Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which said attorney-in-fact and agent deems necessary or advisable to enable the Plan to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with said Registration Statement, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. WITNESS the signatures of the following persons in their capacities as members of the Committee and on the dates indicated: March 25, 1996 /s/ Charles B. Rickerd March 25, 1996 /s/ Philip J. Sebes March 25, 1996 /s/ Edmond S. Carpenter -----END PRIVACY-ENHANCED MESSAGE-----