As filed with the Securities and Exchange Commission on May 14, 2004
Registration No. 333-74415
United States
Securities and Exchange Commission
Washington, D.C. 20549
Post-Effective Amendment No. 9
to
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, including Zip Code)
Various Existing and Future GE or Affiliate Benefit and Compensation Plans
(Full titles of the Plans)
Michael
R. McAlevey
Chief Corporate and Securities Counsel
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)
This Amendment No. 9 to the Registration Statement on Form S-8 is being filed for the purpose of adding signatures for new plans offering GE common stock and plan interests to employees of GE affiliates and of withdrawing the General Electric Railcar Services Corporation Hourly Employees Savings Plan as a registrant under this registration statement. This Amendment No. 9 incorporates by this reference the contents of the Registration Statement on Form S-8 (File no. 333-74415) filed on March 15, 1999 (the "Original Filing"), Amendment No. 1 (filed March 17, 2000), Amendment No. 2 (filed July 13, 2000), Amendment No. 3 (filed October 13, 2000), Amendment No. 4 (filed October 19, 2001), Amendment No. 5 (filed February 14, 2002), Amendment No. 6 (filed June 28, 2002), Amendment No. 7 (filed August 29, 2002) and Amendment No. 8 (filed August 6, 2003), each to the extent not inconsistent with this Amendment No. 9.
With this filing, the following plans are covered by this Registration Statement, each with the respective number of shares allocated from the aggregate amount originally registered, as adjusted for the 3-for-1 stock split effective April 27, 2000:
| Plan Name |
Date Added |
Post-Split Shares Allocated |
|||
|---|---|---|---|---|---|
| General Electric Company Directors' Compensation Plan | 3/15/99 | 150,000 | |||
| GE Automation Services, Inc. Affiliate 401(k) Savings Plan (formerly, GE Industrial Systems Solutions 401(k) Savings Plan) | 3/15/99 | 600,000 | |||
| Japan Employees' Share Purchase Program | 3/15/99 | 300,000 | |||
| Total Control Products, Inc. 401(k) and Profit Sharing Plan | 3/17/00 | 300,000 | |||
| Advanced Services, Inc. Employee Savings and Retirement Plan | 7/13/00 | 300,000 | |||
| Client Business Services, Inc. Retirement Income and Savings Plan | 10/13/00 | 300,000 | |||
| Harmon Industries, Inc. 1990 Incentive Stock Option Plan, and Harmon Industries, Inc. 1996 Long-Term Incentive Plan | 10/13/00 | 370,000 | |||
| SES Americom Retirement and Savings Plan | 10/19/01 | 50,000 | |||
| IGE Engines Holdings Limited Share Incentive Plan | 6/28/02 | 270,000 | |||
| ITI 401(k) Plan | 8/29/02 | 50,000 | |||
| Smallworldwide Executive Share Option Scheme, and Smallworldwide Limited Share Option Scheme 1996 | 8/06/03 | 204,000 | |||
| Amersham Health Employee Savings Plan | 5/14/04 | 150,000 | |||
| Amersham Executive Share Option Scheme 1993 | 5/14/04 | 53,000 | |||
| Amersham Biosciences Employee Savings Plan | 5/14/04 | 150,000 | |||
| Amersham North America Stock Option Plan 2000 | 5/14/04 | 19,000 | |||
| Amersham Share Option Scheme 1992 | 5/14/04 | 263,000 | |||
| Heller Financial, Inc. Savings and Profit Sharing Plan | 5/14/04 | 50,000 | |||
| Unallocated | n/a | 3,021,000 | |||
| Total Registered | 6,600,000 | ||||
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
General Electric Company (the "Company") by this reference hereby incorporates into this Registration Statement the following documents filed by the Company:
In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
The Company's Corporate Counsel, Robert E. Healing, has passed upon the validity of the shares of GE common stock to be issued under the plans identified above. Mr. Healing beneficially owns or has rights to acquire an aggregate of less than 0.01% of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
Incorporated by reference to the Original Filing.
See Exhibit Index.
The registrant will submit or has submitted the qualified plans registered hereby, and any amendments thereto, to the Internal Revenue Service in a timely manner and has made or will make all changes required by the IRS in order to qualify the plans.
Incorporated by reference to the Original Filing.
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The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Amendment No. 9 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 May 14, 2004.
| GENERAL ELECTRIC COMPANY | |||
By: |
/s/ JEFFREY R. IMMELT* Chairman of the Board, Chief Executive Officer and Director |
||
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 date indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ JEFFREY R. IMMELT* Jeffrey R. Immelt |
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | May 14, 2004 | ||
/s/ KEITH S. SHERIN* Keith S. Sherin |
Senior Vice President—Finance, Chief Financial Officer (Principal Financial Officer) |
May 14, 2004 |
||
/s/ PHILIP D. AMEEN* Philip D. Ameen |
Vice President and Comptroller (Principal Accounting Officer) |
May 14, 2004 |
||
/s/ JAMES I. CASH, JR.* James I. Cash, Jr. |
Director |
May 14, 2004 |
||
/s/ DENNIS D. DAMMERMAN* Dennis D. Dammerman |
Director |
May 14, 2004 |
||
/s/ ANN M. FUDGE* Ann M. Fudge |
Director |
May 14, 2004 |
||
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/s/ CLAUDIO X. GONZALEZ* Claudio X. Gonzalez |
Director |
May 14, 2004 |
||
/s/ ANDREA JUNG* Andrea Jung |
Director |
May 14, 2004 |
||
/s/ ALAN G. LAFLEY* Alan G. Lafley |
Director |
May 14, 2004 |
||
/s/ KENNETH G. LANGONE* Kenneth G. Langone |
Director |
May 14, 2004 |
||
/s/ RALPH S. LARSEN* Ralph S. Larsen |
Director |
May 14, 2004 |
||
/s/ ROCHELLE B. LAZARUS* Rochelle B. Lazarus |
Director |
May 14, 2004 |
||
/s/ SAM NUNN* Sam Nunn |
Director |
May 14, 2004 |
||
/s/ ROGER S. PENSKE* Roger S. Penske |
Director |
May 14, 2004 |
||
/s/ ROBERT J. SWIERINGA* Robert J. Swieringa |
Director |
May 14, 2004 |
||
/s/ DOUGLAS A. WARNER III* Douglas A. Warner III |
Director |
May 14, 2004 |
||
/s/ ROBERT C. WRIGHT* Robert C. Wright* |
Director |
May 14, 2004 |
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*By: |
/s/ MICHAEL R. MCALEVEY Michael R. McAlevey Attorney in Fact |
May 14, 2004 |
The Plans. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Amendment No. 9 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fairfield, State of Connecticut, on May 14, 2004.
GE
Automation Services, Inc. Affiliate 401(k) Savings Plan (formerly GE Industrial Systems Solutions
401(k) Savings Plan)
Total Control Products, Inc. 401(k) and Profit Sharing Plan
Advanced Services, Inc. Employee Savings and Retirement Plan
Client Business Services, Inc. Retirement Income and Savings Plan
SES Americom Retirement and Savings Plan
IGE Engines Holdings Limited Share Incentive Plan
ITI 401(k) Plan
Amersham Health Employee Savings Plan
Amersham Biosciences Employee Savings Plan
Heller Financial, Inc. Savings and Profit Sharing Plan
By: |
/s/ ELIZA W. FRASER Eliza W. Fraser Attorney-in-Fact |
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| Exhibit 4: | Restated Certificate of Incorporation and By-laws of the Registrant, incorporated by reference to Exhibit 3 to the Registrant's Current Report on Form8-K dated April 27, 2000* |
Exhibit 5 |
Opinion of Robert E. Healing* |
Exhibit 23(a): |
Consent of KPMG LLP** |
Exhibit 23(b): |
Consent of Robert E. Healing (included in Exhibit 5)* |
Exhibit 23(c): |
Consent of Spence, Marston, Bunch, Morris & Co.** |
Exhibit 24(a): |
Power of Attorney of certain Officers and Directors of GE relating to Affiliate Benefit Plans, filed as Exhibit 23(a) to Amendment No. 8* |
Exhibit 24(b) |
Power of Attorney of Plan Fiduciary relating to GE Automation Services, Inc. Affiliate 401(k) Savings Plan (formerly, GE Industrial Systems Solutions 401(k) Plan), filed as Exhibit 23(b) to Amendment No. 8* |
Exhibit 24(c) |
Power of Attorney of Plan Fiduciary relating to Total Control Products, Inc. 401(k) and Profit Sharing Plan, filed as Exhibit 24(c) to Amendment No. 1* |
Exhibit 24(d) |
Power of Attorney of Plan Fiduciary relating to Advanced Services, Inc. Employee Savings and Retirement Plan, filed as Exhibit 24(e) to Amendment No. 2* |
Exhibit 24(e) |
Power of Attorney of Plan Fiduciary relating to Client Business Services, Inc., Retirement Income and Savings Plan, filed as Exhibit 24(f) to Amendment No. 3* |
Exhibit 24(f) |
Power of Attorney of Plan Fiduciary relating to SES Americom Retirement and Savings Plan, filed as Exhibit 24(g) to Amendment No. 4* |
Exhibit 24(g) |
Power of Attorney of Plan Fiduciary relating to the IGE Engines Holdings Limited Share Incentive Plan, filed as Exhibit 24(i) to Amendment No. 6* |
Exhibit 24(h) |
Power of Attorney of Plan Fiduciary relating to the ITI 401(k) Plan, filed as Exhibit 24(j) to Amendment No. 7* |
Exhibit 24(i) |
Power of Attorney of Plan Fiduciary relating to the Amersham Health Employee Savings Plan** |
Exhibit 24(j) |
Power of Attorney of Plan Fiduciary relating to the Amersham Biosciences Employee Savings Plan** |
Exhibit 24(k) |
Power of Attorney of Plan Fiduciary relating to the Heller Financial, Inc. Savings and Profit Sharing Plan** |