<HTML>
<head>
      <TITLE>Form S-8</TITLE>
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<body bgcolor="#FFFFFF">

<center><font size=-1>As filed with the Securities and Exchange Commission
on February 7, 2000</font></center>

<div align=right>
<p><b><font size=-1>Registration No. ______________</font></b></div>

<center>
<p><b><font size=-1>Securities and Exchange Commission</font></b>
<br><b><font size=-1>Washington, D.C. 20549</font></b>
<p><b><font size=-1>Form S-8</font></b>
<br><b><font size=-1>Registration Statement</font></b>
<br><b><font size=-1>Under</font></b>
<br><b><font size=-1>The Securities Act of 1933</font></b>
<p><b><font size=-1>General Electric Company</font></b>
<hr noshade size="1" width="400">
<br><font size=-1>(Exact name of registrant as specified in its charter)</font></center>

<br>&nbsp;
<br>&nbsp;&nbsp;
<center><table BORDER=0 CELLSPACING=7 CELLPADDING=0 >
<tr>
<td ALIGN=CENTER VALIGN=TOP><font size=-1>New York
<hr noshade size="1">&nbsp;(State or other jurisdiction of incorporation
or organization)&nbsp;</font></td>

<td ALIGN=CENTER VALIGN=TOP><font size=-1>14-0689340
<hr noshade size="1">(I.R.S. Employer Identification No.)</font></td>
</tr>
</TABLE></center>

<br>&nbsp;
<br>&nbsp;
<center>
<p><font size=-1>3135 Easton Turnpike</font>
<br><font size=-1>Fairfield, Connecticut 06431</font>
<hr noshade size="1" width="400">
<br><font size=-1>(Address of Principal Executive Offices, including Zip
Code)</font>
<p><b><font size=-1>GE Savings and Security Program</font></b>
<hr noshade size="1" width="400">
<br><font size=-1>(Full title of the Plan)</font>
<br>&nbsp;
<p><font size=-1>Robert E. Healing</font>
<br>
<hr noshade size="1" width="400">
<br><font size=-1>Corporate Counsel</font>
<br><font size=-1>3135 Easton Turnpike</font>
<br><font size=-1>Fairfield, Connecticut 06431</font>
<br><font size=-1>(Name and address of agent for service)</font>
<br>&nbsp;
<br>&nbsp;
<p><font size=-1>(203) 373-2243</font>
<hr noshade size="1" width="400">
<br><font size=-1>(Telephone number, including area code, of agent for
service)</font>
<p><font size=-1>Approximate date of commencement of proposed sale to public:
As employee contributions and Company payments are periodically made to
the Program</font>
<p><b><font size=-1>Calculation of Registration Fee</font></b></center>
&nbsp;
<center><table BORDER=0 CELLSPACING=5 CELLPADDING=0 >
<tr>
<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>Title of securities To be registered</font></td>

<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>Amount to be registered (1)&nbsp;</font></td>

<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>Proposed maximum offering price
per share (2)</font></td>

<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>Proposed maximum aggregate
offering price (2)</font></td>

<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>Amount of registration fee</font></td>
</tr>

<tr>
<td VALIGN=BOTTOM COLSPAN="5" WIDTH="100%">
<hr noshade size="1"></td>
</tr>

<tr>
<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>Common Stock, $0.16 par value</font></td>

<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>20,000,000 shares</font></td>

<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>$134.50</font></td>

<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>$2,690,000,000.00</font></td>

<td VALIGN=BOTTOM WIDTH="20%"><font size=-1>$710,160.00</font></td>
</tr>

<tr>
<td VALIGN=BOTTOM COLSPAN="5" WIDTH="100%">
<hr noshade size="1"></td>
</tr>
</TABLE></center>

<dir><font size=-1>(1) Plus such additional shares as may be issued by
reason of stock splits, stock dividends or similar transactions.</font>
<p><font size=-1>(2) Calculated pursuant to Rule 457(c), based on the average
of the high and low prices for the Common Stock on the New York Stock Exchange
Composite Tape for January 31, 2000.</font></dir>
<font size=-1>In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.</font>
<hr noshade size="1">
<center>
<p><font size=-1>&nbsp;<u>Registration of Additional Securities</u></font>
<p><font size=-1>Incorporation of Earlier Registration Statement by Reference</font></center>

<p>General Electric Company ("GE") and the GE Savings and Security Program ("the
Program") hereby incorporate by reference into this Registration
Statement the contents of the Form S-8 Registration Statement filed on
behalf of GE and the S&amp;S Program on March 21, 1997 (Reg. No. 333-23767).
<p>Item 3. Incorporation of Documents by Reference
<p>By this reference, the Company hereby incorporates into this Registration
Statement the following documents filed by the Company:
<ol>
<li>
The Company's Annual Report on Form 10-K for the year ended December 31,
1998.</li>

<li>
The Program's Annual Report on Form 11-K for the year ended December 31,
1998.</li>

<li>
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1999.</li>

<li>
The description of the Company's Common Stock contained in the Registration
Statement on Form S-4 (File No. 333-30845), including any amendment filed
for the purpose of updating such description.</li>
</ol>
In addition, all documents filed by the Company pursuant to 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.
<p>Item 6. Indemnification of Directors and Officers.
<p>Section 721 of the New York Business Corporation Law ("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 stockholders or directors or by agreement, <i>provided</i> 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.
<p>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.
<p>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.
<p>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.
<p>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.
<p>Section 726 of the NYBCL authorizes a corporation to purchase and maintain
insurance to indemnify (1) a corporation for any obligation which 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.
<p>Section 6 of the Restated Certificate of Incorporation, as amended,
of the Registrant provides in part as follows:
<dir>
<dir>
<dir>
<dir>A person who is or was a director of the corporation shall have no
personal liability to the corporation or its stockholders 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.</dir>
</dir>
</dir>
</dir>
Article XI of the bylaws, as amended, of GE provides, in part, as follows:
<dir>
<dir>
<dir>
<dir>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 is 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, <i>provided, however</i>, 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.</dir>
</dir>
</dir>
The Registrant has purchased certain liability insurance for its officers
and directors as permitted by Section 727 of the NYBCL.</dir>
<b><font size=-1>Item 8. Exhibits and Financial Statement Schedules.</font></b>
<p><font size=-1>See Exhibit Index.</font>
<p><b><font size=-1>Item 9. Undertakings.</font></b>
<p><font size=-1>(a) The undersigned Registrant hereby undertakes:</font>
<p><font size=-1>(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:</font>
<ol TYPE="i">
<dir>
<dir>
<ol TYPE="i">
<li>
<font size=-1>To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;</font></li>

<li>
<font size=-1>To reflect in the prospectus any facts or event 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;</font></li>

<li>
<font size=-1>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.</font></li>
</ol>
</dir>
</dir>
</ol>
<font size=-1><i>Provided, however,</i> that paragraphs (a)(1)(i) and (a)(1)(ii)
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 by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.</font>
<p><font size=-1>(2) That, for purpose of determining any liability under
the Securities Act of 1933, 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.</font>
<p><font size=-1>(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.</font>
<p><font size=-1>(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is 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.</font>
<p><font size=-1>(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act as is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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,
the registrant 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 Act and will be governed by the final
adjudication of such issue.</font>
<p><font size=-1>(d) The undersigned registrant hereby undertakes that
it will submit or has submitted the Program and any amendments thereto
to the Internal Revenue Service (IRS) in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Program.</font>
<center>
<p><b><font size=-1>Signatures</font></b></center>

<p><font size=-1><b>The Registrant.</b> 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 on Form
S-8, and has duly caused this Registration Statement for the GE Savings
and Security Program on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Fairfield, State of Connecticut,
on February 7, 2000.</font>
<blockquote>
<blockquote>
<blockquote><font size=-1>GENERAL ELECTRIC COMPANY</font>
  <p><font size="-1">&nbsp;</font></p>
<p><font size=-1>By: Philip D. Ameen</font>
<br><font size=-1>Vice President and Comptroller</font></blockquote>
</blockquote>
</blockquote>

<p><font size=-1>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.</font>

<p align="left">&nbsp;
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=4 WIDTH="80%" >
<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><b><u><font size=-1>Name</font></u></b></center>
</td>

<td VALIGN=TOP WIDTH="347">
<center><b><u><font size=-1>Title</font></u></b></center>
</td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<center><b><u><font size=-1>Date</font></u></b></center>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">&nbsp;</td>

<td VALIGN=TOP WIDTH="347">&nbsp;</td>

<td VALIGN=TOP NOWRAP WIDTH="109">&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*John F. Welch, Jr.</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Chairman of the Board, Chief Executive
Officer and Director (Principal Executive Officer)</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*John D. Opie</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Vice Chairman of the Board, Executive
Officer and Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Keith S. Sherin</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Senior Vice President - Finance
and Chief Financial Officer (Principal Financial Officer)</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>Philip D. Ameen</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Vice President and Comptroller
(Principal Accounting Officer)</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Silas S. Cathcart</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Ann Fudge</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Kenneth G. Langone</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Gertrude G. Michelson</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Sam Nunn</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Roger S. Penske</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Andrew C. Sigler</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP WIDTH="138">
<center><font size=-1>*Douglas A. Warner III</font></center>
</td>

<td VALIGN=TOP WIDTH="347"><font size=-1>Director</font></td>

<td VALIGN=TOP NOWRAP WIDTH="109">
<font size="-1">February 7, 2000</font>
</td>
</tr>
</TABLE></center>

<p><font size=-1>A Majority of the Board of Directors</font>
<p><font size=-1>*By: Philip D. Ameen</font>
<br><font size=-1>Attorney-in-Fact</font>
<center>
<p><b><font size=-1>Signatures</font></b></center>

<p><font size=-1><b>The Program.</b> Pursuant to the requirements of the
Securities Act of 1933, as amended, the Trustees of the GE Savings and
Security Trust, on behalf of the GE Savings and Security Program have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereto duly authorized, in the City of Fairfield, and State
of Connecticut on the 7th day of February, 2000.</font>
<center>
<p><b><font size=-1>GE Savings and Security Trust</font></b></center>

<p><br>
<br>
<p><font size=-1><u>Signer</u> <u>Title</u></font>
<p><font size=-1>*John H. Myers, Chairman Trustee</font>
<br><font size=-1>*Eugene K. Bolton Trustee</font>
<br><font size=-1>*Michael J. Cosgrove Trustee</font>
<br><font size=-1>*Ralph R. Layman Trustee</font>
<br><font size=-1>*Alan M. Lewis Trustee</font>
<br><font size=-1>*Robert A. MacDougall Trustee</font>
<br><font size=-1>*Donald W. Torey Trustee</font>
<br>&nbsp;
<br>&nbsp;
<p><font size=-1>A Majority of the Trustees</font>
<p><font size=-1>*By: Philip D. Ameen</font>
<br><font size=-1>Attorney-in-Fact</font>
<p><b><font size=-1>Index to Exhibits</font></b>
<br>&nbsp;
<br>&nbsp;&nbsp;
<table BORDER=0 CELLSPACING=5 CELLPADDING=0 >
<tr>
<td VALIGN=TOP NOWRAP><font size=-1>Exhibit 4(a)</font></td>

<td VALIGN=TOP><font size=-1>Certificate of Incorporation of the Registrant,
as amended and currently in effect (incorporated by reference to Exhibit
3 to Registrant's Current Report on Form 8-K filed April 28, 1997)</font></td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP><font size=-1>Exhibit 4(b)</font></td>

<td VALIGN=TOP><font size=-1>By-laws of the Registrant, as amended and
currently in effect (incorporated by reference to Exhibit 3 to Registrant's
Current Report on Form 8-K filed April 28, 1997)</font></td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP><font size=-1>Exhibit 23(a):&nbsp;</font></td>

<td VALIGN=TOP><font size=-1>Consent of KPMG LLP*</font></td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP><font size=-1>Exhibit 24(a):</font></td>

<td VALIGN=TOP><font size=-1>Power of Attorney of certain Officers and
Directors of GE*</font></td>
</tr>

<tr>
<td VALIGN=TOP NOWRAP><font size=-1>Exhibit 24(b):</font></td>

<td VALIGN=TOP><font size=-1>Power of Attorney of certain Trustees (incorporated
by reference to Exhibit 24(b) to the Registration Statement on Form S-8
(File No. 333-23767) filed March 21, 1997)</font></td>
</tr>
</TABLE>
<font size=-1>__________________</font>
<p><font size=-1>*Filed electronically herewith</font>
</body>
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{"company-data": {"conformed-name": "GENERAL ELECTRIC CO", "cik": "0000040545", "assigned-sic": "3600", "irs-number": "140689340", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96287", "film-number": "525741"}, "business-address": {"street1": "3135 EASTON TURNPIKE", "street2": "C/O BANK OF NEW YORK", "city": "FAIRFIELD", "state": "CT", "zip": "06431", "phone": "203-373-24"}, "mail-address": {"street1": "3135 EASTON TURNPIKE", "city": "FAIRFIELD", "state": "CT", "zip": "06431"}}
Form S-8
As filed with the Securities and Exchange Commission
on February 7, 2000
Registration No. ______________
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 06431
(Address of Principal Executive Offices, including Zip
Code)
GE Savings and Security Program
(Full title of the Plan)
Robert E. Healing
Corporate Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Name and address of agent for service)
(203) 373-2243
(Telephone number, including area code, of agent for
service)
Approximate date of commencement of proposed sale to public:
As employee contributions and Company payments are periodically made to
the Program
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
Common Stock, $0.16 par value
20,000,000 shares
$134.50
$2,690,000,000.00
$710,160.00
(1) Plus such additional shares as may be issued by
reason of stock splits, stock dividends or similar transactions.
(2) Calculated pursuant to Rule 457(c), based on the average
of the high and low prices for the Common Stock on the New York Stock Exchange
Composite Tape for January 31, 2000.
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
Registration of Additional Securities
Incorporation of Earlier Registration Statement by Reference
General Electric Company ("GE") and the GE Savings and Security Program ("the
Program") hereby incorporate by reference into this Registration
Statement the contents of the Form S-8 Registration Statement filed on
behalf of GE and the S&S Program on March 21, 1997 (Reg. No. 333-23767).
Item 3. Incorporation of Documents by Reference
By this reference, the Company hereby incorporates into this Registration
Statement the following documents filed by the Company:
The Company's Annual Report on Form 10-K for the year ended December 31,
1998.
The Program's Annual Report on Form 11-K for the year ended December 31,
1998.
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1999.
The description of the Company's Common Stock contained in the Registration
Statement on Form S-4 (File No. 333-30845), including any amendment filed
for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to 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 6. Indemnification of Directors and Officers.
Section 721 of the New York Business Corporation Law ("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 stockholders 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 which 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 the Restated Certificate of Incorporation, as amended,
of the Registrant 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 stockholders 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 the bylaws, as amended, of GE provides, in part, as follows:
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 is 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.
The Registrant has purchased certain liability insurance for its officers
and directors as permitted by Section 727 of the NYBCL.
Item 8. Exhibits and Financial Statement Schedules.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
To reflect in the prospectus any facts or event 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;
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 (a)(1)(i) and (a)(1)(ii)
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 by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for purpose of determining any liability under
the Securities Act of 1933, 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.
(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.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act as is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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,
the registrant 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 Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that
it will submit or has submitted the Program and any amendments thereto
to the Internal Revenue Service (IRS) in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Program.
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 the requirements for filing on Form
S-8, and has duly caused this Registration Statement for the GE Savings
and Security Program on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Fairfield, State of Connecticut,
on February 7, 2000.
GENERAL ELECTRIC COMPANY
By: Philip D. Ameen
Vice President and Comptroller
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
*John F. Welch, Jr.
Chairman of the Board, Chief Executive
Officer and Director (Principal Executive Officer)
February 7, 2000
*John D. Opie
Vice Chairman of the Board, Executive
Officer and Director
February 7, 2000
*Keith S. Sherin
Senior Vice President - Finance
and Chief Financial Officer (Principal Financial Officer)
February 7, 2000
Philip D. Ameen
Vice President and Comptroller
(Principal Accounting Officer)
February 7, 2000
*Silas S. Cathcart
Director
February 7, 2000
*Ann Fudge
Director
February 7, 2000
*Kenneth G. Langone
Director
February 7, 2000
*Gertrude G. Michelson
Director
February 7, 2000
*Sam Nunn
Director
February 7, 2000
*Roger S. Penske
Director
February 7, 2000
*Andrew C. Sigler
Director
February 7, 2000
*Douglas A. Warner III
Director
February 7, 2000
A Majority of the Board of Directors
*By: Philip D. Ameen
Attorney-in-Fact
Signatures
The Program.
Pursuant to the requirements of the
Securities Act of 1933, as amended, the Trustees of the GE Savings and
Security Trust, on behalf of the GE Savings and Security Program have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereto duly authorized, in the City of Fairfield, and State
of Connecticut on the 7th day of February, 2000.
GE Savings and Security Trust
Signer
Title
*John H. Myers, Chairman Trustee
*Eugene K. Bolton Trustee
*Michael J. Cosgrove Trustee
*Ralph R. Layman Trustee
*Alan M. Lewis Trustee
*Robert A. MacDougall Trustee
*Donald W. Torey Trustee
A Majority of the Trustees
*By: Philip D. Ameen
Attorney-in-Fact
Index to Exhibits
Exhibit 4(a)
Certificate of Incorporation of the Registrant,
as amended and currently in effect (incorporated by reference to Exhibit
3 to Registrant's Current Report on Form 8-K filed April 28, 1997)
Exhibit 4(b)
By-laws of the Registrant, as amended and
currently in effect (incorporated by reference to Exhibit 3 to Registrant's
Current Report on Form 8-K filed April 28, 1997)
Exhibit 23(a):
Consent of KPMG LLP*
Exhibit 24(a):
Power of Attorney of certain Officers and
Directors of GE*
Exhibit 24(b):
Power of Attorney of certain Trustees (incorporated
by reference to Exhibit 24(b) to the Registration Statement on Form S-8
(File No. 333-23767) filed March 21, 1997)
__________________
*Filed electronically herewith