As filed with the Securities and Exchange Commission on April 30, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
General Electric Company
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation or Organization)
14-0689340
(I.R.S. Employer Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06828
(Address of Principal Executive Offices)
GE 2007 Long-Term Incentive Plan
(Full Title of the Plan)
Michael R. McAlevey
Chief Corporate & Securities Counsel
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
(Name and Address of Agent For Service)
(203) 373-2967
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
|
Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee (2) |
||||||
|
Common Stock, $0.01 par value per share |
500,000,000 | $34.75 | $ | 17,375,000,000.00 | $ | 533,412.50 | ||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also registers such additional shares of Common Stock that become available under the foregoing plan in connection with changes in the number of outstanding Common Stock because of events such as recapitalizations, stock dividends, stock splits and reverse stock splits, and any other securities with respect to which the outstanding Shares are converted or exchanged. |
| (2) | Estimated solely for the purpose of calculating the registration fee. This registration fee has been calculated pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act of 1933, as amended, based upon the average of the high and low prices of General Electric Company’s Common Stock, par value $0.01 per share, on April 24, 2007, as reported by the New York Stock Exchange, which was $34.75. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information* |
| Item 2. | Registrant Information and Employee Plan Annual Information* |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Certain Documents by Reference |
The following documents, which have heretofore been filed by General Electric Company (“GE”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
| (1) | GE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Commission on February 27, 2007; |
| (2) | GE’s First Quarter Report on Form 10-Q for the quarter ended March 31, 2007, filed with the Commission on April 27, 2007; |
| (3) | The Current Reports on Form 8-K that GE filed with the Commission on January 19, 2007 with respect to Item 4.02 only, March 29, 2007 and April 27, 2007; |
| (4) | The description of GE’s Common Stock contained in the Registration Statement filed with the Commission on Form S-3 (File No. 333-130117), as filed on December 5, 2005. |
In addition, all documents filed by GE pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents enumerated above or subsequently filed by GE pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of GE’s Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained herein 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 Incorporated Document modifies or supersedes such statement. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
The Registrant’s Exchange Act file number with the Commission is 1-00035.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel |
Certain legal matters with respect to the validity of the Common Stock registered hereby have been passed upon for GE by Ning Chiu, Corporate and Securities Counsel of GE. Ning Chiu is employed by GE, is eligible to participate in the Plan from time to time and owns or has rights to acquire an aggregate of less than 0.01% of GE’s Common Stock.
| Item 6. | Indemnification of Directors and Officers |
Section 721 of the New York Business Corporation Law – hereinafter referred to as the “NYBCL” – provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or officer by a provision contained in the certificate of incorporation or bylaws or by a duly authorized resolution of its shareowners or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses actually and necessarily incurred as a result of such action, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made a party in a derivative action, against amounts paid in settlement and reasonable expenses actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the NYBCL in respect of (1) a threatened or pending action which is settled or otherwise disposed of, or (2) any claim as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized under Section 722 and Section 723 of the NYBCL. Section 725 of the NYBCL contains certain other miscellaneous provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes a corporation to purchase and maintain insurance to indemnify (1) a corporation for any obligation that it incurs as a result of the indemnification of directors and officers under the provisions of Article 7 of the NYBCL, (2) directors and officers in instances in which they may be indemnified by a corporation under the provisions of Article 7 of the NYBCL, and (3) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such section, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.
Section 6 of GE’s Restated Certificate of Incorporation, as amended, provides in part as follows:
A person who is or was a director of the corporation shall have no personal liability to the corporation or its shareholders for damages for any breach of duty in such capacity except that the foregoing shall not eliminate or limit liability where such liability is imposed under the Business Corporation Law of the State of New York.
Article XI of GE’s By-laws, as amended, provides, in part, as follows:
| A. | The Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify any person who is or was or has agreed to become a director or officer of the Company and who is or was made or threatened to be made a party to or involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation, of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Company, or is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid or to be paid in settlement, taxes or penalties, and costs, charges and expenses, including attorney’s fees, incurred in connection with such action or proceeding or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The benefits of this Paragraph A shall extend to the heirs and legal representatives of any person entitled to indemnification under this paragraph. |
| B. | The Company may, to the extent authorized from time to time by the board of Directors, or by a committee comprised of members of the Board or members of management as the Board may designate for such purpose, provide indemnification to employees or agents of the Company who are not officers or directors of the Company with such scope and effect as determined by the Board, or such committee. |
| C. | The Company may indemnify any person to whom the Company is permitted by applicable law to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation Law or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-laws authorize the creation of other rights in any such manner. The right to be indemnified and to the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition authorized by this Paragraph C shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-laws, agreement, vote of shareholders or disinterested directors or otherwise. |
| D. | The right to indemnification conferred by Paragraph A shall, and any indemnification extended under Paragraph B or Paragraph C may, be retroactive to events occurring prior to the adoption of this Article XI, to the fullest extent permitted by applicable law. |
| E. | This Article XI may be amended, modified or repealed either by action of the Board of Directors of the Company or by the vote of the shareholders. |
The Registrant has purchased certain liability insurance for its officers and directors as permitted by Section 727 of the NYBCL.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
| Item 8. | Exhibits |
| Exhibit No. |
Description |
|
| 4.1 | The Certificate of Incorporation, as amended, of General Electric Company (Incorporated by reference to Exhibit 3.1 of General Electric’s Current Report on Form 8-K filed April 27, 2007). | |
| 4.2 | The By-Laws, as amended, of General Electric Company (Incorporated by reference to Exhibit 3.2 of General Electric’s Current Report on Form 8-K filed April 27, 2007) | |
| 5.1 | Opinion of counsel* | |
| 10.1 | GE 2007 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of General Electric’s Current Report on Form 8-K filed April 27, 2007) | |
| 23.1 | Consent of Independent Registered Public Accounting Firm* | |
| 23.2 | Consent of counsel (included in Exhibit 5.1) | |
| 24 | Power of Attorney* | |
| * | Filed herewith |
| Item 9. | Undertakings |
1. GE hereby undertakes:
(a) 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; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this 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) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 this Registration Statement or any material change to such information in this 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 post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by GE pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
(b) 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; and
(c) 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.
2. GE hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of GE’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons of GE pursuant to provisions and arrangements that exist whereby GE may indemnify such persons against liabilities arising under the Securities Act, or otherwise, GE has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by GE of expenses incurred or paid by a director, officer or controlling person of GE 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, GE 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 Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, GE 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 Town of Fairfield, State of Connecticut, on this 30th day of April, 2007.
| GENERAL ELECTRIC COMPANY | ||
| (Registrant) | ||
| By: | /s/ Keith S. Sherin | |
| Keith S. Sherin | ||
| Senior Vice President, Finance and | ||
| Chief Financial Officer | ||
| (Principal Financial 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 date indicated.
|
Name |
Title |
Date |
||
| *Jeffrey R. Immelt |
Chairman of the Board of Directors (Principal Executive Officer) |
April 30, 2007 | ||
| *Keith S. Sherin |
Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) |
April 30, 2007 | ||
| *Philip D. Ameen |
Vice President and Comptroller (Principal Accounting Officer) |
April 30, 2007 | ||
| *William M. Castell | Director | April 30, 2007 | ||
| *Ann M. Fudge | Director | April 30, 2007 | ||
| *Claudio X. Gonzalez | Director | April 30, 2007 | ||
| *Andrea Jung | Director | April 30, 2007 | ||
| *Alan G. Lafley | Director | April 30, 2007 | ||
|
Name |
Title |
Date |
||
| *Robert W. Lane | Director | April 30, 2007 | ||
| *Ralph S. Larsen | Director | April 30, 2007 | ||
| *Sam Nunn | Director | April 30, 2007 | ||
| *Roger S. Penske | Director | April 30, 2007 | ||
| *Robert J. Swieringa | Director | April 30, 2007 | ||
| *Douglas A. Warner III | Director | April 30, 2007 | ||
| *Robert C. Wright | Director | April 30, 2007 | ||
| A Majority of the Board of Directors. | ||
| * By: | /s/ Keith S. Sherin | |
| Keith S. Sherin, | ||
| Attorney-in-Fact | ||
EXHIBIT INDEX
| Exhibit No. |
Description |
|
| 4.1 | The Certificate of Incorporation, as amended, of General Electric Company (Incorporated by reference to Exhibit 3.1 of General Electric’s Current Report on Form 8-K filed April 27, 2007). | |
| 4.2 | The By-Laws, as amended, of General Electric Company (Incorporated by reference to Exhibit 3.2 of General Electric’s Current Report on Form 8-K filed April 27, 2007) | |
| 5.1 | Opinion of counsel* | |
| 10.1 | GE 2007 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of General Electric’s Current Report on Form 8-K filed April 27, 2007) | |
| 23.1 | Consent of Independent Registered Public Accounting Firm* | |
| 23.2 | Consent of counsel (included in Exhibit 5.1) | |
| 24 | Power of Attorney* | |
| * | Filed herewith |
Exhibit 5.1
General Electric Company
3135 Easton Turnpike, Fairfield, CT 06828
April 26, 2007
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828
| Re: | Proposed Offering of up to 500,000,000 Shares of Common Stock |
| Pursuant to the GE 2007 Long-Term Incentive Plan |
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the “Registration Statement”), of General Electric Company, a New York corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 500,000,000 shares of the Company’s Common Stock, par value $.06 per share, (the “Shares”). The Shares subject to the Registration Statement are to be issued under the GE 2007 Long-Term Incentive Plan (the “Plan”).
I have examined the originals, or photostatic or certified copies, of such records of the Company and such other documents as I have deemed relevant and necessary as the basis for the opinions set forth below. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. I have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, I have assumed the accuracy of all other information provided to me by the Company during the course of my investigation, on which I have relied in issuing the opinion expressed below.
Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that I have examined, I am of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment of due consideration therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under Item 5 in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
| Very truly yours, |
| /s/ Ning Chiu |
| Ning Chiu, |
| Corporate and Securities Counsel |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
General Electric Company:
We consent to the incorporation by reference in the registration statement on Form S-8 of General Electric Company of our report dated February 9, 2007, with respect to the statement of financial position of General Electric Company and consolidated affiliates as of December 31, 2006 and 2005, and the related statements of earnings, changes in shareowners’ equity and cash flows for each of the years in the three-year period ended December 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting as of December 31, 2006, which report appears in the December 31, 2006 annual report on Form 10-K of General Electric Company filed February 27, 2007.
Our report refers to a change in the methods of accounting for pension and other post retirement benefits and for share based compensation in 2006.
Our report expresses our opinion that General Electric Company did not maintain effective internal control over financial reporting as of December 31, 2006 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that management has identified and included in its assessment the following material weakness as of December 31, 2006: the Company did not have adequately designed procedures to designate each hedged commercial paper transaction with the specificity required by Statement of Financial Accounting Standards 133, Accounting for Derivative Instruments and Hedging Activities , as amended.
/s/ KPMG LLP
KPMG LLP
April 26, 2007
Stamford, Connecticut
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JEFFREY R. IMMELT, BRACKETT B. DENNISTON III, KEITH S. SHERIN, PHILIP D. AMEEN, MICHAEL R. MCALEVEY, and NING S. CHIU his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 30th day of April, 2007.
|
/s/ Jeffrey R. Immelt Jeffrey R. Immelt Chairman of the Board of Directors (Principal Executive Officer) |
/s/ Keith S. Sherin Keith S. Sherin Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) |
|||
|
/s/ Philip D. Ameen Philip D. Ameen Vice President and Comptroller (Principal Accounting Officer) |
/s/ Ann M. Fudge
Ann M. Fudge Director |
|||
|
/s/ William M. Castell William M. Castell Director |
/s/ Alan G. Lafley Alan G. Lafley Director |
|||
|
/s/ Claudio X. Gonzalez Claudio X. Gonzalez Director |
/s/ Ralph S. Larsen Ralph S. Larsen Director |
|||
|
/s/ Andrea Jung Andrea Jung Director |
/s/ Sam Nunn Sam Nunn Director |
|||
|
/s/ Robert W. Lane Robert W. Lane Director |
/s/ Robert J. Swieringa Robert J. Swieringa Director |
|||
|
/s/ Roger S. Penske Roger S. Penske Director |
/s/ Robert C. Wright Robert C. Wright Director |
|||
|
/s/ Douglas A. Warner III Douglas A. Warner III Director |
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