-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PCXSdk9vz3JK3mkDIc+utkczrTqmU11uWpBRCMb/zH1RN6RdG/bxNFFlcSSFGGHr AlladUGTuqRPAFhIjO2m2g== /in/edgar/work/20000614/0000950144-00-007834/0000950144-00-007834.txt : 20000919 0000950144-00-007834.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950144-00-007834 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000614 EFFECTIVENESS DATE: 20000614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000885067 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 592913586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39312 FILM NUMBER: 655262 BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8138290011 MAIL ADDRESS: STREET 1: 3625 QUEEN PALM DRIVE CITY: TAMPA STATE: FL ZIP: 33619-1309 FORMER COMPANY: FORMER CONFORMED NAME: INTERMEDIA COMMUNICATIONS OF FLORIDA INC DATE OF NAME CHANGE: 19930328 S-8 1 0001.txt INTERMEDIA COMMUNICATIONS, INC. 1 Registration Statement No.333- SECURITY AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intermedia Communications Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 59-2913586 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Intermedia Way, Tampa, Florida 33647-1752 --------------------------------------------- (Address of principal executive offices) Intermedia Communications Inc. Long-Term Incentive Plan ------------------------------------------------------- (Full title of the plan) David C. Ruberg Chairman of the Board, President And Chief Executive Officer Intermedia Communications Inc. One Intermedia Way Tampa, FL 33647-1752 --------------------------------------- (Name and address of agent for service) (813)829-0011 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) with a copy to: Ralph J. Sutcliffe, Esq. Kronish Lieb Weiner & Hellman LLP 1114 Avenue of the Americas New York, New York 10036-7798 (212) 479-6170 2 CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Maximum Maximum Aggregate Amount of Registered Registered Offering Price Offering Price Registration Fee (1) Per Share(2) - --------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 3,750,000 $33.0625 $123,984,375 $32,731
(1) This registration statement also pertains to rights to purchase one unit consisting of one one-thousandth of one share of Series A Preferred Stock ("Rights") of the Registrant. Upon the occurrence of certain prescribed events, one Right will be issued for each share of Common Stock. Until the occurrence of such events, the Rights are not exercisable, will be evidenced by ownership of the Common Stock and will be transferred along with and only with the Common Stock. (2) Average of the high and low prices of Common Stock as reported on the Nasdaq National Market on June 12, 2000, pursuant to Rule 457 (h) (1). 2 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Registration Statement on Form S-8 (File No. 333-03955) of Intermedia Communications Inc. (f/k/a Intermedia Communications of Florida, Inc.) are incorporated by reference. All documents subsequently filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered 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 Ralph J. Sutcliffe, a partner of Kronish Lieb Weiner & Hellman LLP, beneficially owns 11,490 shares of the Company's common stock, par value $.01 per share, a warrant to purchase 200,000 shares of the Company's common stock at an exercise price equal to $20.75 per share, and subject to vesting, options to purchase 22,000 shares of the Company's common stock at an exercise price of $34.1875 per share. Mr. Sutcliffe is a director of the Company. 3 4 Item 8. Exhibits Exhibit Number Exhibit - ------- ------- 5.1 Opinion of counsel as to legality of the shares of common stock covered by this Registration Statement 23.1 Consent of independent auditors 23.2 Consent of counsel (included within Exhibit 5.1) 24.1 Power of Attorney (see signature page) - -------------- 4 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all 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 Tampa, State of Florida, on this 13 day of June, 2000. Intermedia Communications Inc. By: /s/ Robert M. Manning --------------------------- Robert M. Manning, Senior Vice President and Chief Financial Officer 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 dates indicated. Each person whose signature appears below authorizes David C. Ruberg and Robert M. Manning, or either of them, as attorney-in-fact to sign and file in each capacity stated below, all amendments and post-effective amendments to this Registration Statement. Signature Title Date --------- ----- ---- Principal Executive Officer: /s/ David C. Ruberg Chairman of the Board June 13, 2000 - ---------------------------- President, and Chief David C. Ruberg Executive Officer Principal Financial and Accounting Officers: /s/ Robert M. Manning Senior Vice President and June 13, 2000 - --------------------------- Chief Financial Officer Robert M. Manning /s/ Jeanne M. Walters Vice President, Controller June 13, 2000 - --------------------------- And Chief Accounting Jeanne M. Walters Officer Other Directors: /s/ John C. Baker Director June 13, 2000 - --------------------------- John C. Baker Director June , 2000 - --------------------------- Philip A. Campbell 5 6 /s/ George F. Knapp Director June 13, 2000 - --------------------------- George F. Knapp /s/ James H. Greene, Jr. Director June 13, 2000 - --------------------------- James H. Greene, Jr. /s/ Alexander Navab Director June 13, 2000 - --------------------------- Alexander Navab /s/ Ralph J. Sutcliffe Director June 13, 2000 - --------------------------- Ralph J. Sutcliffe 6 7 EXHIBIT INDEX Exhibit Number Exhibit Page - ------- ------- ---- 5.1 Opinion of counsel as to legality of the shares of common stock covered by this Registration Statement 23.1 Consent of independent auditors 23.2 Consent of counsel (included within Exhibit 5.1) 24.1 Power of Attorney (see signature page) 7 EX-5.1 2 0002.txt OPINION OF COUNSEL 1 Exhibit 5.1 June 12, 2000 Intermedia Communications Inc. One Intermedia Way Tampa, Florida 33647-1752 Ladies and Gentlemen: We have acted as counsel for Intermedia Communications Inc. (the "Company"), a Delaware corporation, in connection with the registration pursuant to a Registration Statement on Form S-8 (the "Registration Statement") by the Company under the Securities Act of 1933, as amended (the "Act"), of 3,750,000 shares of the Company's common stock, par value $.01 per share (the "Common Shares"), to be offered for sale by the Company from time to time pursuant to awards granted under the Company's Long-Term Incentive Plan (the "Plan"). We have examined the Company's Certificate of Incorporation, as amended, By-laws, as amended, and minute book and such other documents and records as we have deemed necessary and relevant as a basis for our opinions hereinafter set forth. For the purposes of this letter, we have assumed the genuineness of all signatures, the legal capacity of all natural person, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents furnished to us as copies. Based on the foregoing and having regard to such legal considerations as we have deemed relevant, it is our opinion that the Common Shares have been duly authorized and upon the issuance thereof and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. We are members of the Bar of the State of New York and, for purposes of the opinions expressed in this letter, do not hold ourselves out as experts on, nor are we, in rendering the opinions expressed herein, passing on the laws of any jurisdiction other than the federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware. We hereby consent to the inclusion of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Kronish Lieb Weiner & Hellman LLP EX-23.1 3 0003.txt CONSENT OF INDEPENDENT AUDITORS 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Intermedia Communications Inc. Long -Term Incentive Plan of our report dated March 15, 2000, with respect to the consolidated financial statements and schedule of Intermedia Communications Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP --------------------- Tampa, Florida June 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----