As filed with the Securities and Exchange Commission on August 1, 2016
Registration No. 333-158069
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
Post-Effective Amendment
No. 3
to
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
General Electric Company |
(Exact Name of Registrant as Specified in Its Charter) |
14-0689340
(I.R.S. Employer
Identification No.)
3135 Easton
Turnpike
Fairfield,
Connecticut 06828
(Address of
Principal Executive Offices)
Certain Existing and Future GE or Affiliate Benefit and Compensation Plans |
(Full Title of the Plan) |
(203) 373-2211
(Telephone Number, Including
Area Code, of Agent for Service)
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | (Do not check if smaller reporting company) | Smaller reporting company | ¨ | ||
INTRODUCTION
General Electric Company, a New York corporation (the Company or the Registrant or we), registered on a Registration Statement on Form S-8 (File no. 333-158069) filed on March 17, 2009 (the Original Registration Statement), as amended by Post-Effective No. 1 filed on November 8, 2011 (Amendment No. 1) and Post-Effective No. 2 filed on June 13, 2012 (Amendment No. 2), 10,000,000 shares of the Companys common stock, par value $0.06 per share (the Common Stock), to be offered and sold under certain existing and future benefit and compensation plans of the Company and its affiliates that co-filed the Original Registration Statement or that are added to the Original Registration Statement through post-effective amendments thereto (the Plans), and an indeterminate amount of interests in each of the Plans. The Plans currently consist of the Advanced Services, Inc. Employee Savings and Retirement Plan (the Advanced Services Plan), the ITI 401(k) Plan, the Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc. 401(k) Plan), the Elano Profit Sharing Plan, the Middle River Aircraft Systems Hourly Savings Plan, the Middle River Aircraft Systems Salaried Savings Plan and the Roper Employee Voluntary Stock Ownership Plan (the Roper Plan).
This Post-Effective Amendment No. 3 to the Original Registration Statement (this Amendment No. 3 and, together with the Original Registration Statement, Amendment No. 1 and Amendment No. 2, the Registration Statement) is being filed for the purposes of (1) reallocating 25,000 of the 80,000 shares of Common Stock previously allocated to the Advanced Services Plan to be designated as Unallocated shares, (2) reallocating 500,000 of the 1,500,000 shares of Common Stock previously allocated to the Roper Plan to be designated as Unallocated shares, and (3) deregistering the interests in the Advanced Services Plan and Roper Plan, in each case in connection with the sale of the Companys Appliances business, effective June 6, 2016, resulting in no securities offering that requires registration under the Securities Act of 1933, as amended. As amended hereby, the following amounts of shares of Common Stock have been registered under the Registration Statement with respect to the Plans:
Shares | ||
Plan Name | Allocated | |
Advanced Services, Inc. Employee Savings and Retirement Plan* | 55,000 | |
ITI 401(k) Plan | 220,000 | |
Computer Dynamics, Inc. 401(k) and Profit Sharing Plan (formerly, Total Control Products, Inc. 401(k) Plan)* | 55,000 | |
Elano Profit Sharing Plan (previously referred to as the Unison Industries Profit Sharing Plan) | 4,800,000 | |
Middle River Aircraft Systems Hourly Savings Plan | 1,000,000 | |
Middle River Aircraft Systems Salaried Savings Plan | 850,000 | |
Roper Employee Voluntary Stock Ownership Plan* | 1,000,000 | |
Unallocated | 2,020,000 | |
Total Registered | 10,000,000 | |
*Securities offering under plan has been terminated. |
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SIGNATURES
The Company. Pursuant to the requirements of the Securities Act of 1933, as amended, General Electric Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 3 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 1 st day of August, 2016.
GENERAL ELECTRIC COMPANY | ||
By: | /s/ Christoph A. Pereira | |
Christoph A. Pereira | ||
Vice President and Chief Corporate, Securities & Finance Counsel |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 and Chief Executive Officer | August 1, 2016 | ||
(Principal Executive Officer) | ||||
*Jeffrey S. Bornstein | Senior Vice President and Chief Financial Officer | August 1, 2016 | ||
(Principal Financial Officer) | ||||
*Jan R. Hauser | Vice President, Controller and Chief Accounting Officer | August 1, 2016 | ||
(Principal Accounting Officer) | ||||
*Sébastien M. Bazin | Director | August 1, 2016 | ||
*W. Geoffrey Beattie | Director | August 1, 2016 | ||
*John J. Brennan | Director | August 1, 2016 | ||
*Francisco DSouza | Director | August 1, 2016 | ||
*Marijn E. Dekkers | Director | August 1, 2016 | ||
*Peter B. Henry | Director | August 1, 2016 | ||
*Susan J. Hockfield | Director | August 1, 2016 | ||
*Andrea Jung | Director | August 1, 2016 | ||
*Robert W. Lane | Director | August 1, 2016 | ||
*Rochelle B. Lazarus | Director | August 1, 2016 | ||
*Lowell C. McAdam | Director | August 1, 2016 | ||
*James J. Mulva | Director | August 1, 2016 | ||
*James E. Rohr | Director | August 1, 2016 | ||
*Mary L. Schapiro | Director | August 1, 2016 | ||
*James S. Tisch | Director | August 1, 2016 |
A Majority of the Board of Directors. | ||
*By: | /s/ Christoph A. Pereira | |
Christoph A. Pereira | ||
Attorney-in-Fact |
3
Advanced Services, Inc.
Employee Savings and Retirement Plan*
ITI 401(k) Plan*
Computer Dynamics,
Inc. 401(k) and Profit Sharing Plan
(formerly, Total Control Products, Inc.
401(k) Plan)*
Elano Profit Sharing Plan*
Middle River Aircraft Systems
Hourly Savings Plan*
Middle River Aircraft Systems Salaried Savings
Plan*
Roper Employee Voluntary Stock Ownership Plan*
*By: | /s/ Christoph A. Pereira | |
Christoph A. Pereira | ||
Attorney-in-Fact |
4
EXHIBIT INDEX
Exhibit | ||
No. | Description | |
24.1 | Power of Attorney of certain Officers and Directors of the Company |
5
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of General Electric Company, a New York corporation (the Company), hereby constitutes and appoints Jeffrey R. Immelt, Jeffrey S. Bornstein, Alexander Dimitrief, Jan R. Hauser, Christoph A. Pereira, Aaron K. Briggs, Brian T. Sandstrom, A. Brandon Smith and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act with or without the others, for him or her and in his or her name, place and stead in any and all capacities: (i) to sign this Registration Statement under the Securities Act of 1933, as amended, on Form S-8, any amendments thereto, and all post-effective amendments and supplements to this Registration Statement for the registration of the Companys securities; and (ii) to file this Registration Statement and any and all amendments and supplements thereto, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, in each case, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
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.
Exhibit 24.1
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 29th day of July, 2016.
/s/ Jeffrey R. Immelt | /s/ Susan J. Hockfield | |
Jeffrey R. Immelt | Susan J. Hockfield | |
Chairman of the Board and Chief Executive | Director | |
Officer (Principal Executive Officer and Director) | ||
/s/ Jeffrey S. Bornstein | /s/ Andrea Jung | |
Jeffrey S. Bornstein | Andrea Jung | |
Senior Vice President and Chief Financial Officer | Director | |
(Principal Financial Officer) | ||
/s/ Jan R. Hauser | /s/ Robert W. Lane | |
Jan R. Hauser | Robert W. Lane | |
Vice President, Controller and Chief Accounting | Director | |
Officer (Principal Accounting Officer) | ||
/s/ Sébastien M. Bazin | /s/ Rochelle B. Lazarus | |
Sébastien M. Bazin | Rochelle B. Lazarus | |
Director | Director | |
/s/ W. Geoffrey Beattie | /s/ Lowell C. McAdam | |
W. Geoffrey Beattie | Lowell C. McAdam | |
Director | Director | |
/s/ John J. Brennan | /s/ James J. Mulva | |
John J. Brennan | James J. Mulva | |
Director | Director | |
/s/ Francisco DSouza | /s/ James E. Rohr | |
Francisco DSouza | James E. Rohr | |
Director | Director | |
/s/ Marijn E. Dekkers | /s/ Mary L. Schapiro | |
Marijn E. Dekkers | Mary L. Schapiro | |
Director | Director | |
/s/ Peter B. Henry | /s/ James S. Tisch | |
Peter B. Henry | James S. Tisch | |
Director | Director |