As Filed with the Securities and Exchange Commission on May 8, 2013
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL COMMUNICATION, INC.
(Exact name of registrant as specified in its charter)
ALASKA
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92-0072737
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
(Address of Principal Executive Offices)(zip code)
GCI 401(k) Plan
(Full title of the plan)
John M. Lowber
General Communication, Inc.
2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
(Name and address of agent for service)
907.868.5600
(Telephone number, including area code, of agent for service)
Copy to: Julius J. Brecht
Wohlforth, Brecht, Cartledge & Brooking, A Professional Corporation
900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
907.276.6401
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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CALCULATION OF REGISTRATION FEE
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Title of securities to be
registered
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Amount to
be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed maximum
aggregate offering
price
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Amount of
registration fee(2)
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General Communication, Inc.
Common Stock
Class A
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5,000,000
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$
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9.583
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$
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47,915,000
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$
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6,535.60
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(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 below.
(2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457 and based upon the average of the high and low prices of $9.805 per share and $9.361 per share, respectively, i.e., an average of $9.583 per share, as quoted on the Nasdaq Stock Market on May 2, 2013.