-----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, N8NU6+DE5gq0SfvYOmAQWWk77np3uNsibpzPq7wM8maViUA3Q/gj8mlutF04IBMI CLvmbIwQZfNOwjl5Uh447g== 0000940180-96-000577.txt : 19961115 0000940180-96-000577.hdr.sgml : 19961115 ACCESSION NUMBER: 0000940180-96-000577 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961113 EFFECTIVENESS DATE: 19961113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0000945027 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 841289408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16023 FILM NUMBER: 96661179 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 13, 1996 Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELE-COMMUNICATIONS INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-1289408 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5619 DTC PARKWAY ENGLEWOOD, COLORADO 80111-3000 (Address of Principal Executive Offices) (Zip Code) TELE-COMMUNICATIONS INTERNATIONAL, INC. 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the plan) STEPHEN M. BRETT, ESQ. TELE-COMMUNICATIONS INTERNATIONAL, INC. TERRACE TOWER II 5619 DTC PARKWAY ENGLEWOOD, COLORADO 80111-3000 (Name and address of agent for service) (303)267-5500 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
====================================================================================================== PROPOSED PROPOSED MAXIMUM TITLE OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE - ------------------------------------------------------------------------------------------------------ Series A Common Stock, par value $1.00 per share .............................. 1,000,000 $15.875 $15,875,000 $4,811 shares =======================================================================================================
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Act"), this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) of the Act on the basis of the average of the high and low sales prices reported on the Nasdaq National Market on November 7, 1996. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: The document(s) containing the employee benefit plan information required by Item 1 of Part I of this Form and the statement of availability of registrant information and other information required by Item 2 of Part I of this Form will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428(a) and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) under the Securities Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all the documents included in such file. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Tele-Communications International, Inc. (the "Company") hereby incorporates by reference in this Registration Statement the following documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 0-26264): (i) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. (ii) The Company's Quarterly Reports on From 10-Q for the quarters ended March 31, 1996 and June 30, 1996. (iii) Item 1 of the Company's registration statement on Form 8-A. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the respective dates of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Certain legal matters with respect to the Series A Common Stock are being passed upon for the Company by Stephen M. Brett, Esq., Vice President and Secretary of the Company and Executive Vice President, Secretary and General Counsel of Tele-Communications, Inc., the Company's parent corporation. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. II-1 Section 145 of the Delaware General Corporation Law provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 102(b)(7) of the Delaware General Corporation Law provides, generally, that the certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision became effective. Article V, Section E of the Company's Restated Certificate of Incorporation provides as follows: "1. Limitation On Liability. ----------------------- To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this paragraph 1 shall be prospective only and shall not adversely affect any limitation, right or protection of a director of the Corporation existing at the time of such repeal or modification. 2. Indemnification. --------------- (a) RIGHT TO INDEMNIFICATION. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, II-2 criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. Such right of indemnification shall inure whether or not the claim asserted is based on matters which antedate the adoption of this Section E. The Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. (b) PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this paragraph or otherwise. (c) CLAIMS. If a claim for indemnification or payment of expenses under this paragraph is not paid in full within 60 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. (d) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this paragraph shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of this Certificate, the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. (e) OTHER INDEMNIFICATION. The Corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity. 3. Amendment or Repeal. ------------------- Any repeal or modification of the foregoing provisions of this Section E shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification." II-3 Article II, Section 2.9 of the Company's Bylaws also contains an indemnity provision, requiring the Company to indemnify members of the Board of Directors and officers of the Company and their respective heirs, personal representatives and successors in interest for or on account of any action performed on behalf of the Company, to the fullest extent provided by the laws of the State of Delaware and the Company's Restated Certificate of Incorporation, as then or thereafter in effect. The Company has also entered into indemnification agreements with each of its directors (each director, an "indemnitee"). The indemnification agreements provide (i) for the prompt indemnification to the fullest extent permitted by law against any and all expenses, including attorneys' fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness or participating in (including on appeal), or in preparing for ("Expenses"), any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation ("Claim"), related to the fact that such indemnitee is or was a director, officer, employee, agent or fiduciary of the Company or is or was serving at the Company's request as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by a director or officer in any such capacity, and against any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewith) of any Claim, unless the Reviewing Party (one or more members of the Board of Directors or other person appointed by the Board of Directors, who is not a party to the particular claim, or independent legal counsel) determines that such indemnification is not permitted under applicable law and (ii) for the prompt advancement of Expenses, and for reimbursement to the Company if the Reviewing Party determines that such indemnitee is not entitled to such indemnification under applicable law. In addition, the indemnification agreements provide (i) a mechanism through which an indemnitee may seek court relief in the event the Reviewing Party determines that the indemnitee would not be permitted to be indemnified under applicable law (and therefore is not entitled to indemnification or expense advancement under the indemnification agreement) and (ii) indemnification against all expenses (including attorneys' fees), and advancement thereof if requested, incurred by the indemnitee in seeking to collect an indemnity claim or advancement of expenses from the Company or incurred in seeking to recover under a directors' and officers' liability insurance policy, regardless of whether successful or not. Furthermore, the indemnification agreements provide that after there has been a "change in control" in the Company (as defined in the indemnification agreements), other than a change in control approved by a majority of directors who were directors prior to such change, then, with respect to all determinations regarding a right to indemnity and the right to advancement of Expenses, the Company will seek legal advice only from independent legal counsel selected by the indemnitee and approved by the Company. The indemnification agreements impose upon the Company the burden of proving that an indemnitee is not entitled to indemnification in any particular case and negate certain presumptions that may otherwise be drawn against an indemnitee seeking indemnification in connection with the termination of actions in certain circumstances. Indemnitees' rights under the indemnification agreements are not exclusive of any other rights they may have under Delaware law, the Company's Bylaws or otherwise. Although not requiring the maintenance of directors' and officers' liability insurance, the indemnification agreements require that an indemnitee be provided with the maximum coverage available for any director or officer of the Company if there is such a policy. II-4 The Company may purchase liability insurance policies covering its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Restated Certificate of Incorporation of the Company, dated July 11, 1995 (incorporated herein by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 1995 (Reg. No. 33-80491)). 4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 1995 (Reg. No. 33- 80491)). 4.3 Specimen Stock Certificate for Tele-Communications International, Inc. Series A Common Stock, par value $1.00 per share (incorporated herein by reference to Exhibit 4 of the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 14, 1995 (Reg. No. 33-91876)). 4.4 Tele-Communications International, Inc. 1996 Nonemployee Director Stock Option Plan (incorporated herein by reference to Appendix II of the Company's Proxy Statement dated August 15, 1996 (Commission File No. 0-26264)). 5 Opinion of Stephen M. Brett, Esq. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of KPMG Audit plc. 23.3 Consent of Stephen M. Brett, Esq. (included in Exhibit 5). 24 Power of Attorney (included herein on page II-8). ITEM 9. UNDERTAKINGS. 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: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; II-5 (ii) To reflect in the prospectus any facts or events 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) 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 (1)(i) and (1)(ii) do not apply if 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 the 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. (4) 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. 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 provisions described under Item 6 above, 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 Securities Act of 1933 and 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on November 13, 1996. TELE-COMMUNICATIONS INTERNATIONAL, INC. By: /s/ Stephen M. Brett --------------------------------------- Name: Stephen M. Brett Title: Vice President II-7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen M. Brett, Esq. and Robert W. Murray Jr., Esq., and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons (which persons constitute a majority of the Board of Directors) in the capacities and on the dates indicated:
Signature Title Date - ---------------------- ----------------------------------- ----------------- /s/ John C. Malone Chairman of the Board and Director November 13, 1996 - ---------------------- (John C. Malone) /s/ Fred A. Vierra Vice Chairman of the Board, Chief November 13, 1996 - -------------------- Executive Officer and Director (Fred A. Vierra) /s/ Adam N. Singer President, Chief Operating November 13, 1996 - -------------------- Officer and Director (Adam N. Singer) (Principal Executive Officer) /s/ Graham E. Hollis Vice President and Chief November 13, 1996 - --------------------- Financial Officer (Graham E. Hollis) (Principal Financial and Accounting Officer) _____________________ Director (Tomiichi Akiyama) /s/ Paul A. Gould Director November 13, 1996 - --------------------- (Paul A. Gould) /s/ Jerome H. Kern Director November 13, 1996 - ---------------------- (Jerome H. Kern) /s/ Pierre Lescure Director November 13, 1996 - --------------------- (Pierre Lescure)
II-8 INDEX TO EXHIBITS Exhibit Number -------------- 4.1 Restated Certificate of Incorporation of the Company, dated July 11, 1995 (incorporated herein by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 1995 (Reg. No. 33-80491)). 4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 1995 (Reg. No. 33- 80491)). 4.3 Specimen Stock Certificate for Tele-Communications International, Inc. Series A Common Stock, par value $1.00 per share (incorporated herein by reference to Exhibit 4 of the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 14, 1995 (Reg. No. 33-91876)). 4.4 Tele-Communications International, Inc. 1996 Nonemployee Director Stock Option Plan (incorporated herein by reference to Appendix II of the Company's Proxy Statement dated August 15, 1996 (Commission File No. 0-26264)). 5 Opinion of Stephen M. Brett, Esq. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of KPMG Audit plc. 23.3 Consent of Stephen M. Brett, Esq. (included in Exhibit 5). 24 Power of Attorney (included herein on page II-8). EX-5 2 OPINION OF STEPHEN M. BRETT, ESQ STEPHEN M. BRETT, ESQ. Tele-Communications International, Inc. Terrace Tower II 5619 DTC Parkway Englewood, Colorado 80111-3000 EXHIBIT 5 --------- November 13, 1996 Board of Directors Tele-Communications International, Inc. Terrace Tower II 5619 DTC Parkway Englewood, Colorado 80111-3000 Dear Sirs: I am Executive Vice President, Secretary and General Counsel of Tele- Communications, Inc., a Delaware corporation (the "Parent"), and Vice President and Secretary of Tele-Communications International, Inc., a Delaware corporation and a subsidiary of the Parent (the "Company"). This opinion is being delivered in connection with the filing of the Company's Registration Statement on Form S- 8 (the "Registration Statement"), with respect to the registration under the Securities Act of 1933, as amended, of 1,000,000 shares of the Company's Series A Common Stock, par value $1.00 per share (the "Shares"), that are issuable upon the exercise of options granted or to be granted under the Tele-Communications International, Inc. 1996 Nonemployee Director Stock Option Plan (the "Plan"). In connection therewith, I have examined, among other things, the originals, certified copies or copies otherwise identified to my satisfaction as being copies of originals, of the Restated Certificate of Incorporation and By- Laws of the Company; minutes of proceedings of the Company's Board of Directors, including committees thereof, relating to the adoption of the Plan and the reservation of shares for issuance thereunder; the Company's Proxy Statement, dated August 15, 1996, relating to the annual meeting of the Company's stockholders held on September 9, 1996; the Plan; the form of option agreement for options that have been granted or that may be granted under the Plan; and such other documents, records, certificates of public officials and questions of law as I deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, I have relied, to the extent I deemed such reliance appropriate, on certificates of officers of the Company as to factual matters. I have assumed the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as certified, conformed or reproduction copies. I have further assumed that there will be no changes in applicable law between the date of this opinion and the date Shares are issued or sold pursuant to the Plan and the Registration Statement. Based upon the foregoing, I am of the opinion that Shares that may be issued and sold upon the exercise of options granted or to be granted under the Plan have been duly authorized and, when issued and sold in accordance with the terms of the Plan (and any applicable agreement pertaining to options granted or to be granted under the Plan), will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to me contained therein under the heading "Item 5. Interest of Named Experts and Counsel" in Part II of the Registration Statement. In giving the foregoing consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Stephen M. Brett ----------------------------------------- Stephen M. Brett, Esq. Vice President and Secretary EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors Tele-Communications International, Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 of Tele-Communications International, Inc. of our report dated March 15, 1996, relating to the balance sheets of Tele-Communications International, Inc. as of December 31, 1995 and 1994, and the related statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications International, Inc. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Denver, Colorado November 8, 1996 EX-23.2 4 CONSENT OF KPMG AUDIT PLC EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors and Shareholders of TeleWest plc: We consent to the incorporation by reference in the registration statement on Form S-8 of Tele-Communications International, Inc. of our report dated March 6, 1996, relating to the consolidated balance sheet of TeleWest plc and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-Communications International, Inc. /s/ KPMG Audit plc KPMG Audit plc London, England November 8, 1996 -----END PRIVACY-ENHANCED MESSAGE-----