Securities Registration: Employee Benefit Plan (s-8)
February 12 2021 - 03:28PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 12, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
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14-0689340
(I.R.S. Employer
Identification No.)
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5 Necco Street
Boston, Massachusetts 02210
(617) 443-3000
(Address of Principal Executive Offices, Zip
Code)
GE 2007 Long-Term Incentive Plan
(Full title of the Plan)
Christoph A. Pereira
Vice President, Chief Risk Officer and Chief
Corporate Counsel
General Electric Company
5 Necco Street
Boston, Massachusetts 02210
(617) 443-3000
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
______________________________________________
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☑
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount
of
Registration Fee
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Common Stock, $0.06 par value per share (1)
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61,000,000
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$11.43
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$697,230,000
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$76,067.79
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional securities that may from time to time be offered or issued in respect of the securities registered by this Registration Statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction pursuant to the terms of the above-referenced plan.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of a share of Common Stock reported on the New York Stock Exchange on February 5, 2021.
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INTRODUCTION
This Registration Statement is filed by
General Electric Company, a New York corporation (the “Company” or the “Registrant” or
“we”), relating to 61,000,000 shares of the Company’s common stock, par value $0.06 per share (the
“Common Stock”), to be offered and sold under the GE 2007 Long-Term Incentive Plan, as amended and restated
February 15, 2019 (as amended, the “Plan”), which shares of Common Stock are in addition to: (i) the 500,000,000
shares of Common Stock registered on the Company’s Registration Statement on Form S-8 (the “2007 Registration
Statement”) filed on April 30, 2007 with the Securities and Exchange Commission (the “SEC”) (SEC
file number 333-142452), (ii) the 425,000,000 shares of Common Stock registered on the Company’s Registration
Statement on Form S-8 (the “2012 Registration Statement” ) filed on May 4, 2012 with the SEC (SEC
file number 333-181177), and (iii) the 150,000,000 shares of Common Stock registered on the Company’s Registration
Statement on Form S-8 (the “2017 Registration Statement” and, together with the 2007 Registration Statement and
2012 Registration statement, the “Prior Registration Statements”) filed on July 28, 2017 with the SEC (SEC
file number 333-219566).
This Registration Statement relates to securities
of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction
E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the
Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended
hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Exhibit No.
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Exhibit Description
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4.1
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The Restated Certificate of Incorporation of General Electric Company (Incorporated
by reference to Exhibit 3(i) to GE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013), as
amended by the Certificate of Amendment, dated December 2, 2015 (Incorporated
by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated December 3, 2015), as further amended by the
Certificate of Amendment, dated January 19, 2016 (Incorporated
by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated January 20, 2016), as further amended by the
Certificate of Change of General Electric Company (Incorporated
by reference to Exhibit 3(1) to GE’s Current Report on Form 8-K, dated September 1, 2016), as further amended by
the Certificate of Amendment, dated May 13, 2019 (Incorporated
by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated May 13, 2019), and as further amended by the
Certificate of Change of General Electric Company (Incorporated
by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated December 9, 2019) (in each case, under SEC
file number 001-00035).
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4.2
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The By-Laws of General Electric Company, as amended on May 13, 2019 (Incorporated
by reference to Exhibit 3.2 to GE’s Current Report on Form 8-K dated May 13, 2019) (SEC file number 001-00035).
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5.1*
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Opinion of Gibson, Dunn & Crutcher LLP.
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23.1*
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Consent of KPMG LLP, Independent Registered Public Accounting Firm relating to the Company’s Form 10-K for the fiscal year ended December 31, 2020.
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23.2*
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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24.1*
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Power of Attorney of General Electric Company.
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99.1
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GE 2007 Long-Term Incentive Plan, as amended and restated February
15, 2019 (Incorporated by reference to Exhibit
10(l) to GE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (SEC file number 001-00035)), as
amended by the Amendment, dated August 18, 2020 (Incorporated
by reference to Exhibit 10(c) to GE’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (SEC
file number 001-00035)).
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____________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, Commonwealth of Massachusetts, on this 12th day of February, 2021.
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GENERAL ELECTRIC COMPANY
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By:
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/s/ Christoph A. Pereira
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Name:
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Christoph A. Pereira
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Title:
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Vice President, Chief Risk Officer and
Chief Corporate Counsel
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Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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*H. Lawrence Culp, Jr.
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Chief Executive Officer and Chairman
(Principal Executive Officer)
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February 12, 2021
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*Carolina Dybeck Happe
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Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
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February 12, 2021
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*Thomas S. Timko
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Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
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February 12, 2021
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*Thomas Horton
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Lead Director
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February 12, 2021
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*Sébastien Bazin
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Director
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February 12, 2021
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*Ashton Carter
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Director
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February 12, 2021
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*Francisco D’Souza
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Director
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February 12, 2021
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*Edward Garden
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Director
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February 12, 2021
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*Risa Lavizzo-Mourey
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Director
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February 12, 2021
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*Catherine Lesjak
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Director
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February 12, 2021
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*Paula Rosput Reynolds
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Director
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February 12, 2021
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*Leslie Seidman
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Director
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February 12, 2021
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*James Tisch
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Director
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February 12, 2021
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A Majority of the Board of Directors.
* By:
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/s/ Christoph A. Pereira
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Christoph A. Pereira
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Attorney-in-Fact
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