-----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, WVuzCUpSl12EhYNyHa4ySkbUw+Y/rPNBdCQhAocm48JI/nFT4r4JvqjAhYDqP0K4 cta+e+WXV12HG/juJ+hCQg== 0000950133-98-002290.txt : 19980616 0000950133-98-002290.hdr.sgml : 19980616 ACCESSION NUMBER: 0000950133-98-002290 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980615 EFFECTIVENESS DATE: 19980615 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENICOM CORP CENTRAL INDEX KEY: 0000766738 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 510271821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56853 FILM NUMBER: 98648212 BUSINESS ADDRESS: STREET 1: 14800 CONFERENCE CNTR DR STREET 2: STE 400 WESTFIELDS CITY: CHANTILLY STATE: VA ZIP: 22021-3806 BUSINESS PHONE: 7038029200 S-8 1 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 1 Registration No._________ As Filed with the Securities and Exchange Commission on June 15, 1998 =============================================================================== FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENICOM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 51-0271821 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14800 CONFERENCE CENTER DRIVE SUITE 400, WESTFIELDS CHANTILLY, VIRGINIA 20151-3820 (Address of principal executive offices) (Zip Code)
GENICOM CORPORATION 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN AND STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR DON E. ACKERMAN AND STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR JOHN G. HILL (Full titles of Plans) Paul T. Winn, President Genicom Corporation 14800 Conference Center Drive Suite 400, Westfields Chantilly, Virginia 20151-3820 (Name and address of agent for service) (703) 802-9200 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- =========================================================================================================================== Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered price per share (1) price (1) registration fee - --------------------------------------------------------------------------------------------------------------------------- Common Stock (Stock Option Plan) 70,000 $3.81 $266,700 $20.65 - --------------------------------------------------------------------------------------------------------------------------- Common Stock (Ackerman) 10,000 $3.125 $31,250 $2.95 - --------------------------------------------------------------------------------------------------------------------------- Common Stock (Hill) 10,000 $7.875 $78,750 $2.95 - --------------------------------------------------------------------------------------------------------------------------- Rights to Purchase Common Stock 90,000 (2) - --------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. Based on the closing price of the Common Stock in the over-the-counter market on June 10, 1998. (2) The rights to Purchase Common Stock are attached to and trade with the shares of the Common Stock. Value attributable to such rights, if any, will be reflected in the market price of the shares of Common Stock. =============================================================================== 2 Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by Genicom Corporation (the "Company") with the U.S. Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1997; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 1998; (c) the description of the $0.01 par value common stock of the Company contained in the Company's Registration Statement on Form 8-A/A, filed on July 5, 1996, Commission File No. 0-14685; (d) the description of the Rights to Purchase Common Stock of the Company contained in the Company's Registration Statement on Form 8-A, filed on July 5, 1996, Commission File No. 0-14685; and (e) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in (a) above. Each document or report subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a posteffective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such document with the Commission. Any statement contained in this Registration Statement or in a document incorporated in this Registration Statement by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document incorporated herein by reference which statement is also incorporated herein by reference is inconsistent with 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. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Restated Certificate of Incorporation provides for mandatory indemnification of its officers, directors, employees and agents against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred, to the maximum extent permitted under the Delaware General Corporation Law (the "GCL"). Section 145 of the GCL empowers a corporation, within certain limitations, to indemnify any person against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any suit or proceeding to which he is a party by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as long as he acted in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation. With respect to any criminal proceeding, he must have had no reasonable cause to believe his conduct was unlawful. 2 3 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number Description -------------- ----------- 4.1 Genicom Corporation's Restated Certificate of Incorporation effective as of June 15, 1992 and its Certificate of Amendment to Certificate of Incorporation effective as of July 17, 1995 filed as Exhibits 3.1 and 3.2 to Form 8-A filed with the Commission on July 5, 1996, Commission No. 0-14685, are incorporated herein by reference. 4.2 Genicom Corporation's Bylaws, dated June 1, 1983, as amended January 23, 1989, filed as Exhibit 3.3 to Form 8-A filed with the Commission on July 5, 1996, Commission No. 0-14685, are incorporated herein by reference. 4.3 Rights Agreement dated as of June 16, 1996 between Genicom Corporation and First Union National Bank of North Carolina filed as Exhibit 4.1 to Form 8-A filed with the Commission on July 5, 1996, Commission No. 0-14685, is incorporated herein by reference. 5 Opinion of McGuire, Woods, Battle & Boothe LLP with respect to the legality of the securities being registered (filed herewith). 23.1 Consent of McGuire, Woods, Battle & Boothe LLP (included in Exhibit 5). 23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith). 24 Powers of attorney (filed herewith). 99.1 Genicom Corporation 1998 Non-Employee Directors Stock Option Plan, filed as Exhibit B to Genicom Corporation Proxy Statement for Annual Meeting held May 20, 1998, is incorporated herein by reference. 99.2 Non-Statutory Stock Option Agreements with Non-Employee Directors Don E. Ackerman and John G. Hill (filed herewith). ITEM 9. UNDERTAKINGS 1. The undersigned registrant hereby undertakes: A. To file, during any period in which offers or sales are being made, a posteffective amendment to this registration statement: i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent posteffective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; 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 (1)(A)(i) and (1)(A)(ii) do not apply if the information required to be included in a posteffective amendment by those paragraphs is contained in periodic reports filed with the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. 3 4 B. That, for the purpose of determining any liability under the Securities Act of 1933, each such posteffective 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. C. To remove from registration by means of a posteffective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 4 5 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 City of Chantilly, County of Fairfax, Commonwealth of Virginia, on June 15, 1998. GENICOM CORPORATION, Registrant By: * Paul T. Winn ------------------------------------- Paul T. Winn President and Chief Executive Officer 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.
SIGNATURE TITLE DATE - -------------------------------- ----------------------------------------------------------- -------------- * Don E. Ackerman Chairman of the Board of Directors - -------------------------------- Don E. Ackerman June 15, 1998 * Paul T. Winn President, Chief Executive Officer and Director - -------------------------------- (Principal Executive Officer) June 15, 1998 Paul T. Winn * John G. Hill Director - -------------------------------- John G. Hill June 15, 1998 /s/ James C. Gale Vice President and Chief Financial Officer (Principal - -------------------------------- Financial Officer) June 15, 1998 James C. Gale
* By /s/ James C. Gale ----------------- James C. Gale Attorney-in-Fact for the above-named persons. 5 EX-5 2 OPINION OF MCGUIRE, WOODS, BATTLE & BOOTHE LLP 1 Exhibit 5 McGuire, Woods, Battle & Boothe, LLP One James Center 901 East Cary Street Richmond, VA 23219-4030 June 10, 1998 Board of Directors Genicom Corporation 14800 Conference Center Drive Suite 400, Westfields Chantilly, Virginia 20151 Gentlemen: You propose to file as soon as possible with the Securities and Exchange Commission a registration statement on Form S-8 (the "Registration Statement") relating to the GENICOM Corporation 1998 Non- Employee Directors Stock Option Plan (the "Plan") and to grants of non-statutory stock options to Non-Employee Directors Don E. Ackerman and John G. Hill (the "Option Agreements"). The Registration Statement covers 90,000 shares of GENICOM Common Stock, $0.01 par value, and 90,000 associated Rights to purchase Common Stock. The 70,000 shares to be registered for issuance under the Plan have been, with the approval of the shareholders of GENICOM Corporation, reserved for issuance under the Plan. We are of the opinion that the 70,000 shares of Common Stock which are authorized for issuance under the Plan, when issued and sold in accordance with the terms and provisions of the Plan and as set forth in and contemplated by the Registration Statement, will be duly authorized, legally issued, fully paid and nonassessable. We are of the opinion that the 20,000 shares of Common Stock covered by the Option Agreements, when issued and sold in accordance with the terms and provisions of the Option Agreements and as set forth in and contemplated by the Registration Statement, will also be duly authorized, legally issued, fully paid and non-assessable. We are also of the opinion that the 90,000 Rights to Purchase Common Stock, when issued in accordance with the terms and provisions of the Rights Agreement dated as of June 16, 1996 between Genicom Corporation and First Union National Bank of North Carolina will be duly authorized, legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ McGuire, Woods, Battle & Boothe LLP EX-23.2 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Genicom Corporation and Subsidiaries on Form S-8 (File No. 333- ) of our report dated January 29, 1998, on our audits of the consolidated financial statements and financial statement schedule of Genicom Corporation as of December 28, 1997 and December 29,1996, and for each of the three fiscal years in the period ended December 28, 1997, which report appears on page F-2 of the Company's Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. McLean, Virginia June 15, 1998 EX-24 4 POWERS OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Paul T. Winn and James C. Gale, each acting singly, his attorneys-in-fact, with full power to act without the other, to execute on his behalf, individually and in his capacity as a director of Genicom Corporation (the "Company"), and to file any documents referred to below relating to the registration of (i) 600,000 shares of the Company's Common Stock, and (ii) an equal number of rights to purchase shares of Common Stock pursuant to the Rights Agreement dated as of June 16, 1996 between the Company and First Union National Bank of North Carolina ("Rights") to be issued pursuant to the Company's 1997 Stock Option Plan; and (iii) 400,000 shares of the Company's Common Stock and (iv) an equal number of Rights to be issued pursuant to the Company's 1998 Employee Ownership Participation Plan, and (v) 70,000 shares of the Company's Common Stock and (vi) an equal number of Rights to be issued pursuant to the Company's 1998 Non-Employee Directors Stock Option Plan and (vii) 20,000 shares of the Company's Common Stock and (viii) an equal number of Rights to be issued pursuant to options outstanding and held by the non-employee directors of the Company, such documents being: registration statements on Form S-8 to be filed with the Securities and Exchange Commission; such statements with, and/or applications to, the regulatory authorities of any state in the United States as may be necessary to permit such shares to be offered in such states; any and all other documents required to be filed with respect thereto with any regulatory authority; and any and all amendments (post-effective and pre-effective) to any of the foregoing, with all exhibits and documents required to be filed in connection therewith. The undersigned further grants unto such attorneys and each of them full power and authority to perform each and every act necessary to be done in order to accomplish the foregoing as fully as he himself might do. IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of this 20th day of May, 1998. /s/ Don E. Ackerman ------------------- Don E. Ackerman 2 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Paul T. Winn and Karen M. Morinelli, each acting singly, his attorneys-in-fact, with full power to act without the other, to execute on his behalf, individually and in his capacity as an officer of Genicom Corporation (the "Company"), and to file any documents referred to below relating to the registration of (i) 600,000 shares of the Company's Common Stock, and (ii) an equal number of rights to purchase shares of Common Stock pursuant to the Rights Agreement dated as of June 16, 1996 between the Company and First Union National Bank of North Carolina ("Rights") to be issued pursuant to the Company's 1997 Stock Option Plan; and (iii) 400,000 shares of the Company's Common Stock and (iv) an equal number of Rights to be issued pursuant to the Company's 1998 Employee Ownership Participation Plan, and (v) 70,000 shares of the Company's Common Stock and (vi) an equal number of Rights to be issued pursuant to the Company's 1998 Non-Employee Directors Stock Option Plan and (vii) 20,000 shares of the Company's Common Stock and (viii) an equal number of Rights to be issued pursuant to options outstanding and held by the non-employee directors of the Company, such documents being: registration statements on Form S-8 to be filed with the Securities and Exchange Commission; such statements with, and/or applications to, the regulatory authorities of any state in the United States as may be necessary to permit such shares to be offered in such states; any and all other documents required to be filed with respect thereto with any regulatory authority; and any and all amendments (post-effective and pre-effective) to any of the foregoing, with all exhibits and documents required to be filed in connection therewith. The undersigned further grants unto such attorneys and each of them full power and authority to perform each and every act necessary to be done in order to accomplish the foregoing as fully as he himself might do. IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of this 20th day of May, 1998. /s/ James C. Gale ------------------ James C. Gale 3 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Paul T. Winn and James C. Gale, each acting singly, his attorneys-in-fact, with full power to act without the other, to execute on his behalf, individually and in his capacity as a director of Genicom Corporation (the "Company"), and to file any documents referred to below relating to the registration of (i) 600,000 shares of the Company's Common Stock, and (ii) an equal number of rights to purchase shares of Common Stock pursuant to the Rights Agreement dated as of June 16, 1996 between the Company and First Union National Bank of North Carolina ("Rights") to be issued pursuant to the Company's 1997 Stock Option Plan; and (iii) 400,000 shares of the Company's Common Stock and (iv) an equal number of Rights to be issued pursuant to the Company's 1998 Employee Ownership Participation Plan, and (v) 70,000 shares of the Company's Common Stock and (vi) an equal number of Rights to be issued pursuant to the Company's 1998 Non-Employee Directors Stock Option Plan and (vii) 20,000 shares of the Company's Common Stock and (viii) an equal number of Rights to be issued pursuant to options outstanding and held by the non-employee directors of the Company, such documents being: registration statements on Form S-8 to be filed with the Securities and Exchange Commission; such statements with, and/or applications to, the regulatory authorities of any state in the United States as may be necessary to permit such shares to be offered in such states; any and all other documents required to be filed with respect thereto with any regulatory authority; and any and all amendments (post-effective and pre-effective) to any of the foregoing, with all exhibits and documents required to be filed in connection therewith. The undersigned further grants unto such attorneys and each of them full power and authority to perform each and every act necessary to be done in order to accomplish the foregoing as fully as he himself might do. IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of this 3rd day of June, 1998. /s/ John G. Hill ------------------- John G. Hill 4 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James C. Gale and Karen M. Morinelli, each acting singly, his attorneys-in-fact, with full power to act without the other, to execute on his behalf, individually and in his capacity as an officer and/or director of Genicom Corporation (the "Company"), and to file any documents referred to below relating to the registration of (i) 600,000 shares of the Company's Common Stock, and (ii) an equal number of rights to purchase shares of Common Stock pursuant to the Rights Agreement dated as of June 16, 1996 between the Company and First Union National Bank of North Carolina ("Rights") to be issued pursuant to the Company's 1997 Stock Option Plan; and (iii) 400,000 shares of the Company's Common Stock and (iv) an equal number of Rights to be issued pursuant to the Company's 1998 Employee Ownership Participation Plan, and (v) 70,000 shares of the Company's Common Stock and (vi) an equal number of Rights to be issued pursuant to the Company's 1998 Non-Employee Directors Stock Option Plan and (vii) 20,000 shares of the Company's Common Stock and (viii) an equal number of Rights to be issued pursuant to options outstanding and held by the non-employee directors of the Company, such documents being: registration statements on Form S-8 to be filed with the Securities and Exchange Commission; such statements with, and/or applications to, the regulatory authorities of any state in the United States as may be necessary to permit such shares to be offered in such states; any and all other documents required to be filed with respect thereto with any regulatory authority; and any and all amendments (post-effective and pre-effective) to any of the foregoing, with all exhibits and documents required to be filed in connection therewith. The undersigned further grants unto such attorneys and each of them full power and authority to perform each and every act necessary to be done in order to accomplish the foregoing as fully as he himself might do. IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of this 20th day of May, 1998. /s/ Paul T. Winn ------------------ Paul T. Winn EX-99.2 5 NON-STATUTORY STOCK OPTION AGREEMENT 1 EXHIBIT 99.2 GENICOM CORPORATION NON-STATUTORY STOCK OPTION AGREEMENT Employee-Optionee: Don E. Ackerman Number of shares of Common Stock subject to this Option Agreement: 10,000 The Board of Directors of GENICOM Corporation (the "Company") has granted to you Non-Statutory Stock Options (the "Option") to purchase the number of shares of the Company's common stock, $.01 par value ("Common Stock") set forth above. Such number of shares (as such may be adjusted as described in Section 9 below) is herein referred to as the "Option Shares." This Option is not an "incentive stock option" as described in Section 422A of the Internal Revenue Code of 1986 (the "Code") and may not be treated as such for tax purposes by you or the Company. Additional terms and conditions of this Option are set out below. 1. Date of Grant. This Option was granted to you on January 28, 1997. 2. Termination of Option. Your right to exercise this Option (and to purchase the Option Shares) shall expire and terminate on the earlier of (i) January 28, 2007, or (ii) on the date provided in Section 8 below in the event you cease to be a Director of the Company. 3. Option Price. The purchase price to be paid upon the exercise of this Option will be $3.125 per share, the Fair Market Value of the Common Stock as determined by the Board of Directors on the date of grant of this Option. 4. Regular Vesting Provisions -- Entitlement to Exercise the Option and Purchase Option Shares. You may not exercise this Option in whole or in part prior to January 28, 1998. On January 28, 1998, and on each of the four succeeding anniversaries of that date (each date being referred to as a "Vesting Date"), you shall become entitled to exercise this Option with respect to 20% of the option shares. 5. Additional Provisions Relating to Exercise. 1.Once you become entitled to exercise this Option (and purchase Option shares) as provided in Section 4 hereof, that right will continue until the date on which this Option expires and terminates pursuant to Section 2 hereof. 2.The Board of Directors of the Company, in its sole discretion, may at any time accelerate the time at which this Option may be exercised by you with respect to all or any part of the Option Shares. 2 6. Exercise of Option. To exercise the Option, you must deliver a completed copy of the attached Option Exercise Form to the address indicated on the Form, specifying the number of Option Shares being purchased as a result of such exercise, together with payment of the full option price for the Option Shares being purchased as a result of such exercise. Payment of the Option price must be made in cash or by check. Attached to this Option Agreement are two Option Exercise Forms which are part of this Agreement. If you are not an "affiliate" of the Company at the time you exercise the Option, you must deliver Option Exercise Form 1 in order to exercise the Option. Option Exercise Form 2 is to be delivered by Company "affiliates". If you are uncertain which form to deliver, you should make inquiry of the Company before you exercise the Option. 7. Transferability of Option. This Option may not be transferred by you (other than by will or the laws of descent and distribution) and may be exercised during your lifetime only by you. 8. Termination of Employment. 1. In the event that you cease to be a Director of the Company for any reason other than because of your death or "disability" (within the meaning of Section 22(e)(3) of the Code), this Option may be exercised within one month after you cease to be a Director, and only to the same extent that you were entitled to exercise this Option on the date you ceased to be a Director and had not previously done so. 2. In the event that you cease to be a Director of the Company by reason of "disability" (as so defined), this Option may only be exercised within one year after the date you cease to be a Director, and only to the same extent that you were entitled to exercise this Option on the date you ceased to be a Director by reason of such disability and had not previously done so. 3. In the event that you die while a Director of the Company (or within a period of one month after ceasing to be a Director of the Company for any reason other than such "disability" or within a period of one year after ceasing to a Director of the Company by reason of such disability), this Option may be exercised during such one year period by the executor or administrator of your estate or by any person who shall have acquired the Option through bequest or inheritance, but only to the same extent that you were entitled to exercise this Option immediately prior to the time of your death and you had not previously done so. 4. Notwithstanding any provision contained in this letter to the contrary, in no event may this Option be exercised to any extent by anyone after January 28, 2007. 9. Adjustments. If the total outstanding shares of Common Stock of the Company shall be increased or decreased or changed into or exchanged for different number of kind of shares of stock or other securities of the Company of another corporation through a stock dividend, stock split or combination of shares, recapitalization or merger in which the Company is the surviving corporation, or other change in the Common Stock, the unexercised portion of the Option Shares 3 covered by this Option, the exercise price, and other relevant provisions shall be appropriately adjusted by the Board. 10. Continuation of Directorship. This Option shall not confer upon you any right to continue as a Director of the Company, except as the stockholders of the Company may determine. 11. Change of Control. In the event of a Change of Control (as defined below), 100% of this Option will become fully vested and exercisable if: 1. Your directorship is terminated within 18 months after a Change of Control or 2. Your compensation is reduced after a Change of Control and you resign from your position as a director within 18 months after the Change of Control. In such circumstances, you will have 3 months after termination of your directorship to exercise the covered stock options. A "Change of Control" is defined as: 1. A third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes, or obtains the right to become, the beneficial owner of Company securities having 25% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors to the Board of the Company. An acquisition shall be excluded if made by the Company, one of its subsidiaries, or a Company employee benefit plan; or 2. A reorganization, merger or consolidation in which the beneficial owners of the common stock and voting securities of the Company immediately prior thereto do not immediately thereafter beneficially own, directly or indirectly, more than 75% of the outstanding shares of common stock and the combined voting power of the outstanding voting securities of the corporation resulting from such organization, merger or consolidation; or 3. A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company. Please acknowledge your acceptance and agreement to the terms of this Option Agreement by signing the enclosed copy of this Option Agreement in the space provided below and returning it promptly to me. GENICOM CORPORATION By: --------------------------------- Senior Vice President & CFO I accept and agree to the terms of the Options granted to me on January 28, 1997. Optionee Date ------------------------- ------------------------ 4 Option Exercise #1 GENICOM CORPORATION NON-STATUTORY STOCK OPTION EXERCISE FORM FOR USE BY NON-AFFILIATES GENICOM CORPORATION 14800 Conference Center Drive Suite 400, Westfields Chantilly, Virginia 20151 Attention: Chief Financial Officer Dear Sir/Madam: I hereby exercise __________ Non-Statutory Stock Options granted to me on January 28, 1997. Enclosed you will find my check in the amount of $_______ in payment of the entire option price due upon my exercise of these options. I acknowledge that I have received and reviewed a copy of the Company's Annual Report to Stockholders for the fiscal year ended ____________ and the Company's Proxy Statement for the _____ Annual Meeting of Stockholders. The share certificates should be issued to: - ------------------------------- ------------------------------------ Full Name Street Address - ------------------------------- ------------------------------------ Social Security Number City, State Zip Sincerely, ------------------------------------ Optionee Signature 5 Option Exercise #2 GENICOM CORPORATION NON-STATUTORY STOCK OPTION EXERCISE FORM FOR USE BY AFFILIATES GENICOM CORPORATION 14800 Conference Center Drive Suite 400, Westfields Chantilly, Virginia 20151 Attention: Chief Financial Officer Dear Sir/Madam: I hereby exercise __________ Non-Statutory Stock Options granted to me on January 28, 1997. Enclosed you will find my check in the amount of $_______ in payment of the entire option price due upon my exercise of these options. In connection with my purchase of shares of Genicom common stock, I hereby represent and warrant to you that I am purchasing such shares for the purpose of investment and not with a view to or for sale in connection with any distribution thereof except in compliance with applicable law. I acknowledge that I have received and reviewed a copy of the Company's Annual Report to Stockholders for the fiscal year ended ____________ and the Company's Proxy Statement for the _____ Annual Meeting of Stockholders. The share certificates should be issued to: - ------------------------------- ------------------------------------ Full Name Street Address - ------------------------------- ------------------------------------ Social Security Number City, State Zip Sincerely, ------------------------------------ Optionee Signature 6 GENICOM CORPORATION NON-STATUTORY STOCK OPTION AGREEMENT Employee-Optionee: John G. Hill Number of shares of Common Stock subject to this Option Agreement: 10,000 The Board of Directors of GENICOM Corporation (the "Company") has granted to you Non-Statutory Stock Options (the "Option") to purchase the number of shares of the Company's common stock, $.01 par value ("Common Stock") set forth above. Such number of shares (as such may be adjusted as described in Section 9 below) is herein referred to as the "Option Shares." This Option is not an "incentive stock option" as described in Section 422A of the Internal Revenue Code of 1986 (the "Code") and may not be treated as such for tax purposes by you or the Company. Additional terms and conditions of this Option are set out below. 2. Date of Grant. This Option was granted to you on January 28, 1998. 2. Termination of Option. Your right to exercise this Option (and to purchase the Option Shares) shall expire and terminate on the earlier of (i) January 28, 2008, or (ii) on the date provided in Section 8 below in the event you cease to be a Director of the Company. 3. Option Price. The purchase price to be paid upon the exercise of this Option will be $7.875 per share, the Fair Market Value of the Common Stock as determined by the Board of Directors on the date of grant of this Option. 4. Regular Vesting Provisions -- Entitlement to Exercise the Option and Purchase Option Shares. You may not exercise this Option in whole or in part prior to January 28, 1999. On January 28, 1999, and on each of the three succeeding anniversaries of that date (each date being referred to as a "Vesting Date"), you shall become entitled to exercise this Option with respect to 20% of the option shares. 5. Additional Provisions Relating to Exercise. 1.Once you become entitled to exercise this Option (and purchase Option shares) as provided in Section 4 hereof, that right will continue until the date on which this Option expires and terminates pursuant to Section 2 hereof. 2.The Board of Directors of the Company, in its sole discretion, may at any time accelerate the time at which this Option may be exercised by you with respect to all or any part of the Option Shares. 7 6. Exercise of Option. To exercise the Option, you must deliver a completed copy of the attached Option Exercise Form to the address indicated on the Form, specifying the number of Option Shares being purchased as a result of such exercise, together with payment of the full option price for the Option Shares being purchased as a result of such exercise. Payment of the Option price must be made in cash or by check. Attached to this Option Agreement are two Option Exercise Forms which are part of this Agreement. If you are not an "affiliate" of the Company at the time you exercise the Option, you must deliver Option Exercise Form 1 in order to exercise the Option. Option Exercise Form 2 is to be delivered by Company "affiliates". If you are uncertain which form to deliver, you should make inquiry of the Company before you exercise the Option. 7. Transferability of Option. This Option may not be transferred by you (other than by will or the laws of descent and distribution) and may be exercised during your lifetime only by you. 8. Termination of Employment. 1. In the event that you cease to be a Director of the Company for any reason other than because of your death or "disability" (within the meaning of Section 22(e)(3) of the Code), this Option may be exercised within one month after you cease to be a Director, and only to the same extent that you were entitled to exercise this Option on the date you ceased to be a Director and had not previously done so. 2. In the event that you cease to be a Director of the Company by reason of "disability" (as so defined), this Option may only be exercised within one year after the date you cease to be a Director, and only to the same extent that you were entitled to exercise this Option on the date you ceased to be a Director by reason of such disability and had not previously done so. 3. In the event that you die while a Director of the Company (or within a period of one month after ceasing to be a Director of the Company for any reason other than such "disability" or within a period of one year after ceasing to a Director of the Company by reason of such disability), this Option may be exercised during such one year period by the executor or administrator of your estate or by any person who shall have acquired the Option through bequest or inheritance, but only to the same extent that you were entitled to exercise this Option immediately prior to the time of your death and you had not previously done so. 4. Notwithstanding any provision contained in this letter to the contrary, in no event may this Option be exercised to any extent by anyone after January 28, 2008. 9. Adjustments. If the total outstanding shares of Common Stock of the Company shall be increased or decreased or changed into or exchanged for different number of kind of shares of stock or other securities of the Company of another corporation through a stock dividend, stock split or combination of shares, recapitalization or merger in which the Company is the surviving corporation, or other change in the Common Stock, the unexercised portion of the Option Shares 8 covered by this Option, the exercise price, and other relevant provisions shall be appropriately adjusted by the Board. 10. Continuation of Directorship. This Option shall not confer upon you any right to continue as a Director of the Company, except as the stockholders of the Company may determine. 11. Change of Control. In the event of a Change of Control (as defined below), 100% of this Option will become fully vested and exercisable if: 1. Your directorship is terminated within 18 months after a Change of Control or 2. Your compensation is reduced after a Change of Control and you resign from your position as a director within 18 months after the Change of Control. In such circumstances, you will have 3 months after termination of your directorship to exercise the covered stock options. A "Change of Control" is defined as: 1. A third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes, or obtains the right to become, the beneficial owner of Company securities having 25% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors to the Board of the Company. An acquisition shall be excluded if made by the Company, one of its subsidiaries, or a Company employee benefit plan; or 2. A reorganization, merger or consolidation in which the beneficial owners of the common stock and voting securities of the Company immediately prior thereto do not immediately thereafter beneficially own, directly or indirectly, more than 75% of the outstanding shares of common stock and the combined voting power of the outstanding voting securities of the corporation resulting from such organization, merger or consolidation; or 3. A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company. Please acknowledge your acceptance and agreement to the terms of this Option Agreement by signing the enclosed copy of this Option Agreement in the space provided below and returning it promptly to me. GENICOM CORPORATION By: --------------------------------- Senior Vice President & CFO 9 I accept and agree to the terms of the Options granted to me on January 28, 1998. Optionee Date ------------------------- ------------------------ 10 Option Exercise #1 GENICOM CORPORATION NON-STATUTORY STOCK OPTION EXERCISE FORM FOR USE BY NON-AFFILIATES GENICOM CORPORATION 14800 Conference Center Drive Suite 400, Westfields Chantilly, Virginia 20151 Attention: Chief Financial Officer Dear Sir/Madam: I hereby exercise __________ Non-Statutory Stock Options granted to me on January 28, 1998. Enclosed you will find my check in the amount of $_______ in payment of the entire option price due upon my exercise of these options. I acknowledge that I have received and reviewed a copy of the Company's Annual Report to Stockholders for the fiscal year ended ____________ and the Company's Proxy Statement for the _____ Annual Meeting of Stockholders. The share certificates should be issued to: - ------------------------------- ------------------------------------ Full Name Street Address - ------------------------------- ------------------------------------ Social Security Number City, State Zip Sincerely, ------------------------------------ Optionee Signature 11 Option Exercise #2 GENICOM CORPORATION NON-STATUTORY STOCK OPTION EXERCISE FORM FOR USE BY AFFILIATES GENICOM CORPORATION 14800 Conference Center Drive Suite 400, Westfields Chantilly, Virginia 20151 Attention: Chief Financial Officer Dear Sir/Madam: I hereby exercise __________ Non-Statutory Stock Options granted to me on January 28, 1998. Enclosed you will find my check in the amount of $_______ in payment of the entire option price due upon my exercise of these options. In connection with my purchase of shares of Genicom common stock, I hereby represent and warrant to you that I am purchasing such shares for the purpose of investment and not with a view to or for sale in connection with any distribution thereof except in compliance with applicable law. I acknowledge that I have received and reviewed a copy of the Company's Annual Report to Stockholders for the fiscal year ended ____________ and the Company's Proxy Statement for the _____ Annual Meeting of Stockholders. The share certificates should be issued to: - ------------------------------- ------------------------------------ Full Name Street Address - ------------------------------- ------------------------------------ Social Security Number City, State Zip Sincerely, ------------------------------------ Optionee Signature -----END PRIVACY-ENHANCED MESSAGE-----