-----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, NusDFLFQ1WQ67vdWN5PSYIAUYeFVJY2QVJzib3RGG9+xlzjTPI55iXLnbRCZxKdU HEgpqlTr/FRsx6tyPM+yXA== 0000808461-98-000002.txt : 19980514 0000808461-98-000002.hdr.sgml : 19980514 ACCESSION NUMBER: 0000808461-98-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19980220 DATE AS OF CHANGE: 19980513 EFFECTIVENESS DATE: 19980220 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL COMMUNICATION INC CENTRAL INDEX KEY: 0000808461 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 920072737 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-08762 FILM NUMBER: 98546278 BUSINESS ADDRESS: STREET 1: 2550 DENALI ST STE 1000 CITY: ANCHORAGE STATE: AK ZIP: 99503 BUSINESS PHONE: 9072655600 MAIL ADDRESS: STREET 1: 2550 DENALI STREET STREET 2: SUITE 1000 CITY: ANCHORAGE STATE: AK ZIP: 99503 S-8 POS 1 REVISED 1986 STOCK OPTION PLAN As Filed with the Securities and Exchange Commission on February 20, 1998 Registration No. 33-60222 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 POS AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENERAL COMMUNICATION, INC. (Exact name of issuer as specified in its Charter) ALASKA 92-0072737 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781 (Address of Principal Executive Offices) (zip code) GENERAL COMMUNICATION, INC. REVISED 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) 265-5600 (Telephone number, including area code, of agent for service) Copy to: J. J. Brecht Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation 900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501 (907) 276-6401 CALCULATION OF REGISTRATION FEE
================================================================================================================= Proposed Proposed Maximum Amount of Title of Securities to Amount to Maximum Aggregate Offering Registration be Registered be Registered Offering Price (1) Price Fee - - ---------------------------------------------------------------------------------------------------------------- General Communication, Inc. Class A Common Stock 2,500,000 $19,062,500 $19,062,500 $5,623.44 ================================================================================================================= 1 Estimated solely for the purpose of calculating the amount of the registration fee, based upon the average of the high and low prices of $7.75 per share and $7.50 per share, respectively, for the Class A common stock, i.e., an average of $7.625 per share, which will be the subject of the options under the Plan, as quoted on the Nasdaq Stock Market on February 17, 1998. - - -----------------
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. Revised 1986 Stock Option Plan filed with the Securities and Exchange Commission on Form S-8 on April 5, 1993 (Registration No. 33-60222) and the post-effective amendment no. 1 filed with the Commission on Form S-8 POS on August 24, 1995, and the Company's 1996 Annual report on Form 10-K, as amended, are incorporated by reference into this Amendment No. 2 to that Registration Statement. Required opinions, consents, and signatures are included in this amendment. Item 2. Registrant Information and Employee Plan Annual Information See Item 1. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference See Item 1. Item 4. Description of Securities See Item 1. Item 5. Interests of Named Experts and Counsel See Item 1. Item 6. Indemnification of Directors and Officers See Item 1. Item 7. Exemption from Registration Claimed See Item 1. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 2 Item 8. Exhibits See Exhibit Index and exhibits at the end of this Amendment No. 2 to the Registration Statement. Item 9. Undertakings The Company hereby undertakes each and every one of the following: (1) To file, during any period in which offers or sales are being made, a post-effective 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 post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (adopted pursuant to the Securities Act of 1933, as amended) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (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)(i) and (1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (2) To agree that, for the purpose of determining any liability under the Securities Act, each such post-effective 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; Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 3 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) To agree that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of the Plan's annual report pursuant to Section 15(d) of the Exchange Act) 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; and (5) To disclose, in so far as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that act and is, therefore, unenforceable; and in the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company 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, to submit, unless in the opinion of its counsel the matter has been settled by controlling precedent, to a court of appropriate jurisdiction the question whether such indemnification by the Company is against public policy as expressed in that act and to be governed by the final adjudication of that issue. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 4 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 February 17th, 1998. GENERAL COMMUNICATION, INC. (Registrant) By: /s/ By: /s/ Ronald A. Duncan John M. Lowber President and Chief Chief Financial Officer Executive Officer (Principal Financial Officer) (Principal Executive Officer) By: /s/ Alfred J. Walker Vice President & Chief Accounting Officer (Principal Accounting Officer) Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 5 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: /s/ 1/30/98 Ronald A. Duncan Date President, Chief Executive Officer and Director (Principal Executive Officer) /s/ 1/30/98 Carter F. Page Date Chairman of the Board and Director /s/ 1/30/98 Robert M. Walp Date Vice Chairman of the Board and Director Donne F. Fisher, Director Date /s/ 1/30/98 Jeffery C. Garvey, Director Date /s/ 1/30/98 John W. Gerdelman, Director Date /s/ 1/30/98 William P. Glasgow, Director Date /s/ 1/30/98 Donald Lynch, Director Date /s/ 1/30/98 Larry E. Romrell, Director Date /s/ 1/27/98 James M. Schneider, Director Date Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 6 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 February 20, 1998. GENERAL COMMUNICATION, INC. REVISED 1986 STOCK OPTION PLAN By: Stock Option Plan Committee /s/ 1/30/98 Jeffery C. Garvey Date, Location /s/ 1/30/98, Washington, D.C. John W. Gerdelman Date, Location /s/ 1/30/98 William P. Glasgow Date, Location /s/ 1/30/98 Donald Lynch Date, Location /s/ 1/30/98 Larry E. Romrell Date, Location /s/ 1/30/98 Robert M. Walp Date, Location Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 7 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. REVISED 1986 STOCK OPTION PLAN Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 8 EXHIBIT INDEX Exhibit No. Description 4 Instruments defining rights of security holders, including indentures 4.1 Restated Articles of Incorporation of General Communication, Inc. 4.2 (1) Bylaws of General Communication, Inc. 4.3.2 Separate resolutions of Board of Directors of the Company and of Shareholders of the Company dated December 17, 1986 from meetings at which the board established and the shareholders approved the establishment of the 1986 Stock Option Plan 4.3.2 Copy of the General Communication, Inc. Revised 1986 Stock Option Plan revised as of January 9, 1998 4.3.3 (2) Resolution of Shareholders of the Company adopted at their September 15, 1988 meeting approving an increase in the number of shares allocated to the Plan by 250,000 shares of Class A common stock 4.3.4 (2) Resolution of Shareholders of the Company adopted at their November 12, 1991 meeting approving certain amendments to the Plan including increasing the number of shares allocated to the Plan by 1,500,000 shares of Class A common stock 4.3.5 (2) Resolution of Board of Directors of the Company adopted at its meeting on December 5-6, 1991 approving certain amendments to the Plan including changing the option price per share to less than, equal to, or greater than the market value, extending the option exercise period from five to ten years, and making other changes to the Plan 4.3.6 (2) Resolution of Board of Directors of the Company at its June 4, 1992 meeting to make certain changes to cause the Plan to comply with Rule 16b-3 4.3.7 (3) Resolution of Board of Directors of the Company adopted at its meeting on February 9, 1995 approving certain amendments to the Plan including increasing the number of shares allocated to the Plan by 850,000 shares of Class A common stock Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 9 4.3.8 (3) Resolution of Shareholders of the Company adopted at their June 20, 1995 meeting approving certain amendments to the Plan recommended by the Board of Directors including increasing the number of shares allocated to the Plan by 850,000 shares of Class A common stock 4.3.9 Resolution of the Board of Directors of the Company adopted at its meeting on February 6, 1997, approving an amendment to the Plan increasing the number of shares allocated to the Plan by 2,500,000 shares of Class A common stock 4.3.10 Resolution of Shareholders of the Company adopted at their November 25, 1997, meeting approving an amendment to the Plan recommended by the Board of Directors increasing the number of shares allocated to the Plan by 2,500,000 shares of Class A common stock 5 Opinion re legality 5.1 (2) Legal Opinion on Legality of Options and Shares dated March 30, 1993 5.2 (3) Legal Opinion on Legality of Options and Shares dated August 23, 1995 5.3 Legal opinion on Legality of Options and Shares dated February 20, 1998 15 None 23 Consents 23.1 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation 23.2 Consent of Harris, Orr, Wakayama & Mason, A Professional Limited Liability Company 23.3 Consent of KPMG Peat Marwick LLP 99 None - - --------------------------------------------- 1/ Incorporated by reference and previously filed with the SEC as an exhibit to the Company's annual report on Form 10-K for the year ended December 31, 1992. 2/ Incorporated by reference and previously filed with the SEC as an exhibit to the Company's Registration for the Plan (Registration No. 33-60222) filed April 5, 1993. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 10 3/ Incorporated by reference and previously filed with the SEC as an exhibit to the Company's post-effective amendment no. 1 to the Company's Registration for the Plan (Registration No. 33-60222) filed August 24, 1995. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 11 EX-4 2 ARTICLES OF AMENDMENT EXHIBIT 4.1 ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF GENERAL COMMUNICATION, INC. The following are the Articles of Amendment ("Amendment") to the Restated Articles of Incorporation ("Articles") of General Communication, Inc. and are executed by that corporation through its president and its secretary, and verified by its secretary. ARTICLE I NAME OF CORPORATION The name of the corporation subject to this Amendment is General Communication, Inc. ("Corporation"). ARTICLE II AMENDMENT Article IV, Section (a) is amended to read as follows: (a) The total number of shares of stock which the Corporation shall have authority to issue is one hundred eleven million shares divided into the following classes: (i) One hundred million shares of Class A Common Stock; (ii) Ten million shares of Class B Common Stock; and (iii) One million shares of Preferred Stock. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 12 EXHIBIT 4.1 ARTICLE III DATE OF APPROVAL OF AMENDMENT The dates of approval of the Amendment by the Board of Directors and the outstanding shares of the Corporation were June 25, 1997 and November 25, 1997, respectively. ARTICLE IV SHARES OUTSTANDING AND ENTITLED TO VOTE The numbers of shares outstanding and the number entitled to vote on the Amendment (though the outstanding shares entitled to vote are divided into Class A Common Stock (one vote per share), and Class B Common Stock (10 votes per share), under Article IV(f) of the Articles, all classes of voting stock must vote as one class with respect to matters to be voted upon by the shareholders of the Corporation unless determined otherwise by the board of directors of the Corporation or otherwise required by law) were as follows: Shares Outstanding: Class A Common Stock 45,073,919 Class B Common Stock 4,064,246 TOTAL 49,138,165 Shares Entitled to Vote: Class A Common Stock 45,073,919 Class B Common Stock 4,064,246 TOTAL 49,138,165 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 13 EXHIBIT 4.1 ARTICLE V SHARES VOTED FOR AND AGAINST THE AMENDMENT (a) The numbers of shares voted for and against the Amendment were as follows: Number of Shares Voted For the Amendment: Class A Common Stock 36,692,312 Class B Common Stock 3,849,298 TOTAL 40,541,610 Number of Shares Voted Against the Amendment: Class A Common Stock 517,844 Class B Common Stock 6,626 TOTAL 524,470 (b) The Amendment was adopted in its entirety by 87.7% (including 81.4% and 94.7% of the votes of Class A Common Stock and voting power of Class B Common Stock outstanding, respectively) of the outstanding voting power of the shares of the Corporation satisfying the requirements for adoption of the Amendment under AS 10.06.504 of the Alaska Corporations Code. IN WITNESS WHEREOF, the Corporation, through its corporate officers, hereby executes these Articles of Amendment to the Restated Articles of Incorporation of General Communication, Inc. on this 9th day of December, 1997. GENERAL COMMUNICATION, INC. By: /s/ Ronald A. Duncan President By: /s/ John M. Lowber Secretary [ S E A L ] Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 14 EXHIBIT 4.1 STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) BEFORE ME, the undersigned authority, personally appeared JOHN M. LOWBER, who, first by me being duly sworn, deposes and states that he is the secretary of General Communication, Inc., that he has read the above and foregoing ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF GENERAL COMMUNICATION, INC. and knows the contents therein; and that each and all of said facts and matters are true and correct to the best of his information and belief. /s/ John M. Lowber SUBSCRIBED AND SWORN to before me this 9th day of December, 1997. /s/ Notary Public in and for Alaska My Commission Expires: January 17, 2001 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 15 EX-4 3 CERTIFICATE OF SECRETARY EXHIBIT 4.3.2 CERTIFICATE OF SECRETARY I, JOHN M. LOWBER, the duly elected and acting Secretary of General Communication, Inc., an Alaska corporation, do hereby certify and declare that the document attached hereto as Exhibit 4.3.2A is a true and correct copy of the General Communication, Inc. Revised 1986 Stock Option Plan dated January 9, 1998, revised in accordance with the amendments to the plan adopted by the shareholders of General Communication, Inc. at their annual meeting held on November 25, 1997. Executed this 18th day of February, 1998, at Anchorage, Alaska. GENERAL COMMUNICATION, INC. By: /s/ John M. Lowber, Secretary SUBSCRIBED AND SWORN TO before me this 18th day of February, 1998. /s/ Notary Public in and for Alaska My Commission Expires: Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 16 EX-4 4 REVISED 1986 STOCK OPTION PLAN EHIBIT 4.3.2A REVISED 1986 STOCK OPTION PLAN OF GENERAL COMMUNICATION, INC. Revised January 9, 1998 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 17 TABLE OF CONTENTS SECTION TITLE PAGE 1 Purpose 3 2 Administration 3 3 Shares Covered by the Plan 5 4 Eligibility 5 5 Limitations on Granting of Options 5 6 Terms and Conditions of Options 5 7 Early Termination of Option 6 8 Payment for Stock 7 9 Nontransferability of Options 7 10 Changes in Stock 7 11 Employment Rights 7 12 Miscellaneous 8 13 Duration and Amendment of the Plan 8 2 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 18 Section 1. Purpose. The purpose of this Revised 1986 Stock Option Plan of General Communication, Inc., as amended from time to time ("Plan"), is to provide a special incentive to selected officers, non-employee directors and other key employees of General Communication, Inc. ("GCI") and its present and future subsidiaries (GCI and such subsidiaries collectively the "Company") in order to promote the business of the Company and to encourage such persons to accept or continue employment or directorships with the Company. Accordingly, the Company will offer to sell shares of the Class A Common Stock of GCI ("Stock") as provided in this Plan to such employees or non-employee directors of the Company as are designated in accordance with the provisions of this Plan. Section 2. Administration. (a) Board of Directors or Committee. The Plan will be administered either by the Board of Directors of GCI ("Board of Directors") or by a committee composed of two or more members of the Board of Directors and appointed by the Board of Directors ("Committee"). The term "Committee" will mean any committee so appointed, or, if there is none, the Board of Directors. A member of the Board of Directors who is either eligible for options or to whom options have been granted may vote on any matters affecting the administration of the Plan or the granting of options under the Plan; provided that the grant or award of those options is made with the selection of the individuals described in Section 1 of the Plan and decisions concerning the timing, pricing and amount of a grant or award, to be made solely by the Board of Directors, if each member of the Board of Directors is a disinterested person, or by the Committee if each of the Committee members is a disinterested person; except that participation in any of the following will not disqualify a member of the Board of Directors from being a disinterested person: (i) Participation in a formula plan meeting the conditions of subparagraph (c)(2)(ii) of Rule 16b-3, adopted pursuant to the Securities Exchange Act of 1934; (ii) Participation in an ongoing securities acquisition plan meeting the conditions of subparagraph (d)(2)(i) of Rule 16b-3, adopted pursuant to the Securities Exchange Act of 1934, e.g., the Revised Qualified Employee Stock Purchase Plan of General Communication, Inc.; (iii) Election to receive an annual retainer fee in either cash or an equivalent amount of securities, or partly in cash and partly in securities; and (iv) Participation in the Plan will not disqualify a member of the Board of Directors from being a disinterested person for the purpose of administering another plan that does not permit participation by a member of the Board of Directors. (b) Disinterested Person. For purposes of this Section 2, a "disinterested person" means a member of the Board of Directors who is not, 3 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 19 during the one year prior to service as an administrator of the Plan, or during such service, granted or awarded equity securities pursuant to the Plan or any other plan of the Company or any of its affiliates. (c) Authority of the Committee. Subject to the provisions of the Plan, the Committee is authorized and directed as follows: (i) To direct the grant of stock options; (ii) To determine which of the employees of the Company or non-employee members of the Board of Directors will be granted options to purchase Stock, when such grants will be made, and the number of shares of Stock to be covered by such options; (iii) To determine the fair market value of the Stock covered by such options; (iv) To determine the nature and amount of consideration to flow to the Company on such options; (v) To determine the manner and, in its discretion either generally or in any one or more particular instances, to accelerate the time or times when such options will be exercisable; (vi) To determine other conditions and limitations, if any, on each option granted under the Plan (which need not be identical); (vii) To prescribe the form or forms of the instruments evidencing the options and any restrictions imposed on the Stock purchased under the options and of any other instruments required under the Plan and to change such forms from time to time; (viii) To adopt, amend and rescind rules and regulations for the administration of the Plan and waive compliance either generally or in any one or more particular instances by an optionee with the requirements of any such rule or regulation or any option, subject to the provisions of the Plan and any other applicable requirements; (ix) To waive any restrictions imposed with respect to the transferability of Stock acquired on exercise of options granted under the Plan; (x) To decide all questions and settle all controversies and disputes which may arise in connection with the Plan; and (xi) To interpret the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan. 4 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 20 (d) Quorum, Decision of Committee Binding, Notice. A majority of the members of the Committee will constitute a quorum, and all decisions, determinations and interpretations of the Committee will be made by a majority of its members. All decisions, determinations and interpretations of the Committee will be binding on all parties concerned. Any decision, determination or interpretation of the Committee under the Plan may be made without notice or meeting of the Committee but must be in writing signed by all of the members of the Committee. 3. Shares Covered by the Plan. The Stock to be offered under the Plan may be unissued shares as the Committee may from time to time determine. Subject to Section 10 of the Plan, the number of shares available and reserved for issue under the Plan will not exceed 5,700,000 shares of Stock. Shares covered by an option that remain unpurchased upon expiration or termination of the option may be used for further options under the Plan. 4. Eligibility. Key employees of the Company (including officers and directors who are employees) and non-employee directors of the Company shall be eligible for selection by the Committee as optionees under the Plan. In selecting the individuals to whom options shall be granted, as well as in determining the number of shares subject to each option, the Committee shall take into consideration the recommendations of the members of the Committee who are also employees of the Company and such factors as it shall deem relevant in connection with accomplishing the purposes of the Plan. An individual who has been granted an option may, if he or she is otherwise eligible, be granted an additional option or options. 5. Limitations on Granting of Options. Options may be granted under the Plan until the Plan is terminated or suspended by resolution adopted by the Board of Directors. 6. Terms and Conditions of Options. All options granted under the Plan shall be subject to the following terms and conditions and to such other terms and conditions as the Committee shall determine to be appropriate to accomplish the purposes of the Plan: (i) Option Price. The option price per share of stock under each option will be less than, equal to, or greater than the fair market value (rounded down to the next lowest cent) per share at the time the option is granted. For purposes of the Plan, the fair market value and the option price per share of the Stock on any date will be determined by the Committee and may be computed by such method as the Committee will consider as reflecting the fair market value of the Stock or a price for the Stock which is less than or greater than that fair market value on that date. The proceeds of sale of Stock subject to option are to be added to the general funds of the Company and used for such corporate purposes as the Board of Directors may determine. 5 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 21 (ii) Time of Granting Options. The date of grant of an option under the Plan shall, for all purposes, be the date on which the Committee makes the determination granting such option, and no grant shall be deemed effective under the Plan prior to such date. Notice of the determination shall be given to each employee to whom an option is so granted within a reasonable time after the date of such grant. (iii) Period of Options. The period of an option will not exceed ten years from the date of grant, and no option will be exercisable after the expiration of such date. Except as provided in Section 7 of the Plan, an optionee must, at the time of exercise, be an employee of the Company or non-employee member of the Board of Directors. (iv) Exercise of Options. Except as hereinafter provided, each option shall be made exercisable at such time or times, whether or not in installments, as the Committee shall prescribe at the time the option is granted. In the case of an option not immediately exercisable in full, the Committee may at any time accelerate the time at which all or any part of the option may be exercised. (v) Six-Month Holding Period. An option granted under this Plan must be held by the optionee for at least six months from the date of grant or acquisition to the date of disposition of the option through exercise, conversion, or assignment as may be allowed under the Plan. 7. Early Termination of Option. All options granted which have not as yet become exercisable shall terminate immediately upon termination of employment or termination of directorship for a non-employee director, death or disability. All exercisable options that have not been exercised shall terminate as follows: (i) Termination of Employment or Directorship. All right to exercise an option shall terminate not more than one month after the optionee's employment or directorship terminates for any reason other than his or her death or his or her disability (within the meaning of Section 105(d)(4) of the Internal Revenue Code). Transfer from one corporation within the Company to another shall not be deemed termination of employment. The Committee shall have the authority to determine in each case whether an authorized leave of absence or absence on military or governmental service shall be deemed a termination of employment for purposes of this subsection. (ii) Death of Optionee. If any optionee dies while employed by or serving as a director of the Company, or within three months thereafter, his or her option shall terminate at the time provided in the option certificate for termination in the event of death or, if the option certificate contains no such provision, the option shall 6 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 22 terminate one year after the optionee's death (but in each instance not later than the date the option would otherwise expire). In the meantime, subject to the limitations in the option certificate, the option may be exercised by the executors or administrators of the optionee's estate or by the optionee's legatees or heirs. (iii) Disability. In the event of termination of an optionee's employment or directorship as a result of disability within the meaning of Section 105(d)(4) of the Internal Revenue Code, an optionee's option shall terminate one year after his or her employment terminates. In no event, however, may an option be exercised after the expiration of the option period. 8. Payment for Stock. Shares which are subject to an option shall be issued only upon receipt by the Company of full payment of the consideration for the shares as to which the option is exercised. The Company shall not be obligated to deliver any shares unless and until, in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with, nor, in the event the outstanding Stock is at the time listed upon any stock exchange, unless and until the shares to be delivered have been listed or authorized to be added to the listing upon official notice of issuance to such exchange, nor unless or until all other legal matters in connection with the issuance and delivery of shares have been approved by the Company's counsel. Without limiting the generality of the foregoing, the Company may require from the optionee such investment representation or such agreement, if any, as counsel for the Company may consider necessary in order to comply with the Securities Act of 1933, as amended, and may require that the optionee agree that any sale of the shares will be made only in such manner as is permitted by the Committee and that the optionee will notify the Company when he or she makes any disposition of the shares whether by sale, gift or otherwise. The Company shall use its best efforts to effect any such compliance and listing, and the optionee shall take any action reasonably requested by the Company in such connection. An optionee shall have the rights of a shareholder only as to shares actually acquired by him or her under the Plan. 9. Nontransferability of Options. No option may be transferred by the optionee otherwise than by will or by the laws of descent and distribution, and during the optionee's lifetime the option may be exercised only by the optionee. More particularly, but without limiting the generality of the foregoing, an option may not be assigned, transferred (except as provided in the next preceding sentence), pledged, or hypothecated in any way (whether by operation of law or otherwise), and will not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of any option contrary to the provisions of the Plan, and any levy of any attachment or similar process upon an option will be null and void and without effect, and the Committee may, in its discretion, upon the happening of any such event, terminate an option forthwith. 10. Changes in Stock. In the event of a stock dividend, stock split or other change in corporate structure or capitalization affecting the Stock, the number and kind 7 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 23 of shares of stock on which options may be granted hereunder, the number and kind of shares of stock remaining subject to each option outstanding at the time of such change and the option price shall be appropriately adjusted by the Committee, whose determination shall be binding on all parties concerned. Subject to any required action by the shareholders, if GCI shall be the surviving corporation in any merger or consolidation (other than a merger or consolidation in which GCI survives but its outstanding shares are converted into securities of another corporation or exchanged for other consideration), any option granted hereunder shall pertain and apply to the securities which a holder of the number of shares of Stock then subject to the option should have been entitled to receive. A dissolution or liquidation of GCI or a merger or consolidation in which GCI is not the surviving corporation or its outstanding shares are so converted or exchanged shall cause every option hereunder to terminate, but at least 20 days prior to the effective date of any such dissolution or liquidation (or if earlier any related sale of all or substantially all assets) or of any such merger or consolidation, the Committee shall either make all options outstanding hereunder immediately exercisable or arrange that the successor or surviving corporation, if any, grant replacement options. 11. Employment Rights. Neither the adoption of the Plan nor the grant of any option under it shall confer upon any employee of the Company any right to continued employment with the Company, nor shall either interfere in any way with the right of the Company to terminate the employment of any of its employees at any time, with or without cause. Neither the existence of the Plan nor the grant of any option hereunder shall be taken into account in determining any damages to which an employee may be entitled upon termination of his or her employment. 12. Miscellaneous. (a) Other Awards and Compensation. The plan shall not restrict the authority of the Board of Directors of the Company, acting directly or by authorization to any committee, for proper corporate purposes, to grant or assume stock options or replacements or substitutions therefor, other than under the Plan, whether in connection with any acquisition or otherwise, and with respect to any employee or other person, or to award bonuses or other benefits to optionees under the Plan in connection with exercises under the Plan or otherwise or to maintain or establish other compensation or benefit plans or practices. (b) Statutory References, etc. References to the provisions of statutes and regulations in the Plan shall be deemed to refer to such provisions as from time to time in effect, unless the context suggests otherwise. 13. Duration and Amendment of the Plan. (a) Termination, Suspension or Discontinuance of Plan. The Plan shall continue until such time as the Board of Directors' adoption of a resolution suspending or terminating the Plan or discontinuing granting options under the Plan; provided, however, that any such suspension, termination or discontinuance shall not affect any options then outstanding under the Plan. No options under the Plan may be granted after termination of the Plan. 8 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 24 (b) Amendment of Plan. The Plan may be amended only as follows: (i) The Board of Directors from time to time may make such modifications or amendments of the Plan as it may deem advisable but may not, without prior approval of the shareholders of GCI, except as provided in Section 10 of the Plan, do any of the following: (A) Materially increase the benefits accruing to participants under the Plan; (B) Increase the number of shares which will be available and reserved for issuance under the Plan; and (C) Change the class of persons eligible to receive options under the Plan. (ii) Affirmative Vote Required. The affirmative vote on matters set forth in (b)(i) of this Section 13 will be required by the holders of at least a majority of the outstanding securities of the Company present or represented and entitled to vote at a meeting duly held in accordance with the Alaska Corporations Code, the Articles of Incorporation of the Company, and the Bylaws of the Company, and in accordance with the rules and regulations in effect pursuant to Section 14(a) of the Securities Exchange Act of 1934 at the time of such vote including providing such information concerning the Plan which would be required under those rules and regulations where such written information must be furnished by mail to the last known address of the securities holders of record within 30 days prior to the date of mailing, and four copies of such written information will be filed with or mailed for filing to the Securities and Exchange Commission not later than the date on which it is first sent or given to securities holders of the Company. (c) Amendment of Outstanding Options. The Committee may at any time or times amend any outstanding option or options for the purpose of satisfying the requirements of any changes in applicable laws or regulations. Further, it may, with the consent of the holder of the option, make such modifications or amendments as it shall deem advisable. (d) Limitation. Except as provided in Section 10 of this Plan, neither the termination nor any modifications or amendment of the Plan or any outstanding option shall, without the consent of the holder of an option theretofore granted under the Plan, adversely affect the rights of such holder with respect to such option or alter or impair any option previously granted under the Plan. (e) Termination of Right of Action. Every right of action arising out of or in connection with the Plan by or on behalf of the Company, or by any shareholder of GCI 9 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 25 against any past, present or future member of the Board of Directors or against any employee, or by an employee (past, present or future) against the Company shall, irrespective of the place where an action may be brought and irrespective of the place or residence of any such shareholder, director or employee, cease and be barred by the expiration of three years from the date of the act or omission with respect to which such right of action is alleged to have arisen. (f) Effectiveness of the Plan. The Plan shall become effective on December 20, 1986, but shall be subject to approval by the shareholders of GCI at a meeting of shareholders duly called and held, or by written consent duly given, no later than twelve months after the date of adoption of the Plan by the Board of Directors. IN WITNESS hereof, General Communication, Inc. has executed this Revised 1986 Stock Option Plan of General Communication, Inc. this 9th day of January, 1998. GENERAL COMMUNICATION, INC. /s/ Ronald A. Duncan President and Chief Executive Officer /s/ John M. Lowber Secretary [S E A L] 10 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 26 EX-4 5 CERTIFICATE OF SECRETARY EXHIBIT 4.3.7 CERTIFICATE OF SECRETARY I, JOHN M. LOWBER, the duly elected and acting Secretary of General Communication, Inc., an Alaska corporation, do hereby certify and declare that the resolution of the Board of Directors attached hereto as Exhibit 4.3.7A is a true and correct copy of a resolution duly adopted by the Board of Directors of General Communication, Inc. at its meeting held on February 6, 1997. Executed this 12th day of February, 1998, at Anchorage, Alaska. GENERAL COMMUNICATION, INC. By: /s/ John M. Lowber, Secretary SUBSCRIBED AND SWORN TO before me this 12th day of February, 1998. /s/ Notary Public in and for Alaska My Commission Expires: Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 27 EX-4 6 BOARD RESOLUTION EXHIBIT 4.3.7A BOARD RESOLUTION RESOLVED, that the Board of Directors of General Communication, Inc. ("Company") hereby approves the amendment to the Revised 1986 Stock Option Plan of the Company last revised as of June 20, 1995 ("Stock Option Plan") by increasing the number of shares allocated to the plan by 2.5 million shares of Class A common stock, i.e., by increasing the number of shares allocated to the plan from 3.2 million shares to 5.7 million shares; RESOLVED FURTHER, that the president is directed to take those steps necessary to seek the approval from the shareholders of the Company of the proposed amendment to the Stock Option Plan and subsequent to receiving that approval, to take those steps necessary to restate the plan with the amended provisions in it. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 28 EX-4 7 CERTIFICATE OF SECRETARY EXHIBIT 4.3.8 CERTIFICATE OF SECRETARY I, JOHN M. LOWBER, the duly elected and acting Secretary of General Communication, Inc., an Alaska corporation, do hereby certify and declare that the shareholder resolution attached hereto as Exhibit 4.3.8A is a true and correct copy of a resolution duly adopted by the shareholders of General Communication, Inc. at their meeting held on November 25, 1997. Executed this 12th day of February, 1998, at Anchorage, Alaska. GENERAL COMMUNICATION, INC. By: /s/ John M. Lowber, Secretary SUBSCRIBED AND SWORN TO before me this 12th day of February, 1998. /s/ Notary Public in and for Alaska My Commission Expires: Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 29 EX-4 8 SHAREHOLDER RESOLUTION EXHIBIT 4.3.8A SHAREHOLDER RESOLUTION RESOLVED, that the amendment to the Revised 1986 Stock Option Plan ("Stock Option Plan") of General Communication, Inc. ("Company"), adopted by the board of directors of the Company at its February 6, 1997 meeting, is hereby approved and otherwise ratified by the shareholders of the Company where such amendment is to increase the number of shares authorized and allocated to the Stock Option Plan by 2.5 million shares of Class A common stock, i.e., to increase the number of such shares from 3.2 million to 5.7 million shares of Class A common stock. Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 30 EX-5 9 LEGAL OPINION EXHIBIT 5.3 WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT A PROFESSIONAL CORPORATION JULIUS J. BRECHT TELEPHONE CHERYL RAWLS BR (907) 276-6401 CYNTHIA L. CARTLEDGE BARBARA J. DREYER ATTORNEYS AT LAW FACSIMILE ROBERT M. JOHNSON (907) 276-5093 BRADLEY E. MEYEN 900 WEST 5TH AVENUE, SUITE 600 KENNETH E. VASSAR E-MAIL ERIC E. WOHLFORTH ANCHORAGE, ALASKA 99501-2048 wajb@alaska.net OF COUNSEL PETER ARGETSINGER February 20, 1998 Ronald A. Duncan, President General Communication, Inc. 2550 Denali Street, Suite 1000 Anchorage, Alaska 99503 Re: Opinion As To Legality of Shares To Be Issued Pursuant To General Communication, Inc. Revised 1986 Stock Option Plan as Revised on January 9, 1998; Our File No. 618.0729 Dear Mr. Duncan: You have requested an opinion from this firm on behalf of General Communication, Inc. ("Company"), in connection with 2,500,000 shares of Class A common stock of the Company ("Shares") to be issued in conjunction with the Company's Revised 1986 Stock Option Plan ("Plan"), the allocation of which Shares was approved by the shareholders of the Company at its annual meeting held on November 25, 1997. It is this firm's understanding that the facts surrounding these proposed transactions are represented by the Company as follows ("Facts"): 1. The Plan was adopted by the board of directors of the Company ("Board") by resolution at its December 17, 1986 meeting called and conducted in accordance with the Restated Articles of Incorporation and Bylaws of the Company ("Articles" and "Bylaws", respectively), and the Plan was approved by the Company's then sole shareholder, Western Tele-Communications, Inc. (which corporation's present name is WestMarc Communications, Inc.), by resolution at the Company's shareholder meeting held on December 17, 1986; 2. The Articles provide that the Company has the power to issue and sell any stock and further expressly provides for the issuance of Class A common stock; Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 31 Ronald A. Duncan February 20, 1998 Page 2 3. The Plan initially provided for the granting of options to eligible employees to purchase up to 600,000 shares of Class A common stock of the Company. Subsequently, the shareholders of the Company at their September 15, 1988, November 12, 1991, June 20, 1995, and November 25, 1997 annual meetings authorized amendments to the Plan by approving allocations to the Plan of an additional 250,000 shares, 1,500,000 shares, 850,000 shares, and 2,500,000 shares of Class A common stock of the Company, respectively. As of the date of this letter, there were shares available for issuance by the Company under the Plan and pursuant to the Articles. At the November 12 meeting, the shareholders also approved an extension of the period during which an option may be exercised under the Plan from five years to ten years as measured from the date of granting of the option; and at the June 20 meeting, the shareholders also approved the removal of any provision of the Plan for termination of granting of options under it after December 20, 1996 or otherwise for its mandatory termination after ten years; 4. The Articles and Bylaws in effect as of the date of this letter were materially the same as those in effect as of November 25, 1986 with respect to the power to grant options in and issue Class A common stock; except that the shareholders at the November 25, 1997 meeting approved an increase in the authorized Class A common stock of the Company from 50 million to 100 million shares thus providing sufficient shares for the allocation of the shares to the Plan approved at that meeting; 5. The Company was incorporated as an Alaska corporation and received a Certificate of Incorporation dated July 16, 1979 from the Alaska Department of Commerce and Economic Development; and 6. The Company is in good standing with respect to the reporting and corporation tax requirements of the Alaska Corporations Code to which it is subject, and the Company is otherwise validly existing as an Alaska corporation pursuant to the laws of the State of Alaska with all requisite powers to own property and to conduct its business in the manner contemplated by the Articles and Bylaws. Copies of the restated Articles (dated August 4, 1993) and the sole amendment to them (dated December 9, 1997), current revised Bylaws (dated March 24, 1993) and current Restated Certificate of Amended and Restated Articles (dated December 12, 1997), the above referenced resolutions, and the Plan as amended have been delivered to this firm. We have reviewed these Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 32 Ronald A. Duncan February 20, 1998 Page 3 documents. The Articles provide that the Company is organized for the purposes of transacting any and all lawful business for which corporations may be incorporated under the Alaska Corporations Code. Based upon the foregoing Facts, we are of the opinion as follows. Assuming due compliance with applicable federal and state securities laws, (1) the Shares will, when issued through the respective options under the Plan, represent newly created and legally issued, fully paid, and non-assessable shares of Class A common stock in the Company, and (2) each holder of a Share will be entitled to the benefits of a stockholder pro rata based upon ownership of outstanding shares of Class A common stock of the Company. This letter must not be quoted or referred to in the Company's financial statements or provided to persons other than the officers and directors of the Company without prior consultation with us or our prior written consent. The firm is aware of the Company's intent to and consents to use of this letter as an exhibit in a Form S-8 registration with the Securities and Exchange Commission pertaining to the Shares to be allocated to the Plan. Sincerely, WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT /s/ Julius J. Brecht JJB/neb Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 33 EX-23 10 CONSENT OF LEGAL COUNSEL EXHIBIT 23.1 CONSENT OF LEGAL COUNSEL We hereby consent to the use, in the Prospectus as outlined in Securities and Exchange Commission Form S-8, of our name as special counsel to General Communication, Inc. in the preparation of the Prospectus and the rendering of certain opinions including an opinion as to the legality of the shares. WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT, A Professional Corporation /s/ Anchorage, Alaska February 20, 1998 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 34 EX-23 11 CONSENT OF LEGAL COUNSEL EXHIBIT 23.2 CONSENT OF LEGAL COUNSEL We hereby consent to the use, in the Prospectus as outlined in Securities and Exchange Commission Form S-8, of our name as special tax counsel to General Communication, Inc. in the preparation of the Prospectus. HARRIS, MERICLE, WAKAYAMA & MASON A Professional Limited Liability Company /s/ Seattle, Washington February 18, 1998 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 35 EX-23 12 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders General Communication, Inc.: We consent to incorporation by reference herein of our report dated February 21, 1997 relating to the consolidated financial statements of General Communication, Inc. and subsidiaries as of December 31, 1996 and 1995 and for each of the years in the three-year period ended December 31, 1996, which report appears in the 1996 annual report on Form 10K/A of General Communication, Inc. KPMG PEAT MARWICK LLP /s/ Anchorage, Alaska February 18, 1998 Registration Statement (S-8) Amendment No. 2 GCI Stock Option Plan ASS00C46/0618.0729 Page 36 -----END PRIVACY-ENHANCED MESSAGE-----