-----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, IqsbkkQpPtcKXb1WEhbrMaCT8pz9XQ7U9Ohnc/fCKZSMvVWvTEBqHezEBCuGdiJO 4Obwk5W4MsX42aZq9j9bCw== 0000889812-99-002178.txt : 19990722 0000889812-99-002178.hdr.sgml : 19990722 ACCESSION NUMBER: 0000889812-99-002178 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 7 333-78293 FILED AS OF DATE: 19990720 EFFECTIVENESS DATE: 19990720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT COMMUNICATIONS CO INC CENTRAL INDEX KEY: 0001084421 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134053502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-83323 FILM NUMBER: 99667486 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123712266 MAIL ADDRESS: STREET 1: INSIGHT COMMUNICATIONS CO INC STREET 2: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 S-1MEF 1 ABBREVIATED REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ INSIGHT COMMUNICATIONS COMPANY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4841 13-4053502 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
------------------------ 126 EAST 56TH STREET NEW YORK, NEW YORK 10022 (212) 371-2266 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ SIDNEY R. KNAFEL CHAIRMAN OF THE BOARD INSIGHT COMMUNICATIONS COMPANY, INC. 126 EAST 56TH STREET NEW YORK, NEW YORK 10022 (212) 371-2266 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copies to: ROBERT L. WINIKOFF, ESQ. PHILIP E. COVIELLO, ESQ. ELLIOT E. BRECHER, ESQ. MARC D. JAFFE, ESQ. COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C. LATHAM & WATKINS 800 THIRD AVENUE 885 THIRD AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022 (212) 688-7000 (212) 906-1200 FAX: (212) 755-2839 FAX: (212) 751-4864 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /x/ 333-78293 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE Class A Common Stock, $.01 par value per share................ 2,875,000 $24.50 $70,437,500 $19,582
(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. ------------------------ THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-1 filed by Insight Communications Company, Inc. with the Securities and Exchange Commission (File No. 333-78293) pursuant to the Securities Act of 1933, as amended, and declared effective on July 20, 1999 is incorporated by reference into this Registration Statement. 1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A) EXHIBITS All exhibits filed with or incorporated by reference in Registration Statement No. 333-78293 are incorporated by reference into, and shall be deemed part of, this registration statement, except for the following, which are filed herewith.
EXHIBIT NUMBER DESCRIPTION - ------- ---------------------------------------------------------------------- 5.1 -- Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C., including consent 23.1 -- Consent of Ernst & Young LLP 23.2 -- Consents of KPMG LLP 23.3 -- Consent of PricewaterhouseCoopers LLP 23.4 -- Consent of Arthur Andersen LLP 23.5 -- Consent of Cooperman Levitt Winikoff Lester & Newman, P.C. (included in Exhibit 5.1)
(B) FINANCIAL STATEMENT SCHEDULES Not applicable. II-1 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THE 20TH DAY OF JULY, 1999. INSIGHT COMMUNICATIONS COMPANY, INC. By: /s/ MICHAEL S. WILLNER ---------------------------------- Michael S. Willner President 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:
SIGNATURE TITLE DATE - -------------------------- ---------- ------------- /s/ SIDNEY R. KNAFEL Chairman July 20, 1999 - -------------------------- of the Sidney R. Knafel Board /s/ MICHAEL S. WILLNER President, July 20, 1999 - -------------------------- Chief Michael S. Willner Executive Officer and Director (Principal Executive Officer) /s/ KIM D. KELLY Executive July 20, 1999 - -------------------------- Vice Kim D. Kelly President, Chief Financial and Operating Officer and Director (Principal Financial and Accounting Officer)
II-2 EX-5.1 2 OPINION OF COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C., INCLUDING CONSENT EXHIBIT 5.1 [LETTERHEAD OF COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.] July 20, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We have been requested by Insight Communications Company, Inc. (the "Company"), a Delaware corporation, to furnish our opinion in connection with the registration statement (the "Registration Statement") on Form S-1, with respect to the registration of up to 2,875,000 shares (the "Shares") of the Company's Class A Common Stock (the "Common Stock"), $.01 par value, which amount includes 375,000 shares of Common Stock to cover any over-allotments. We have made such examination as we have deemed necessary for the purpose of this opinion. Based upon such examination, it is our opinion that the Shares have been validly issued and are fully paid and non-assessable. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the Federal laws of the United States of America, and the General Corporation Law of the State of Delaware. The opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purposes or relied upon or furnished to any other person without our prior written consent. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Matters" in the prospectus included in the Registration Statement. Very truly yours, COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C. By: ________/S/ ELLIOT BRECHER________ EX-23.1 3 CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 We consent to the incorporation by reference in this registration statement of our reports dated March 31, 1999 (except Note N, as to which the date is July 20, 1999), pertaining to the financial statements and schedule of Insight Communications Company, L.P. and our report dated April 5, 1999 pertaining to the financial statements of Insight Communications of Central Ohio, LLC included in the Registration Statement (Form S-1 No. 333-78293 dated July 20, 1999) and related Prospectus of Insight Communications Company, Inc. for the registration of its Class A Common Stock. /s/ Ernst & Young LLP ---------------------- Ernst & Young LLP New York, New York July 20, 1999 EX-23.2(A) 4 CONSENT OF KPMG LLP Exhibit 23.2(a) CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders Tele-Communications, Inc. We consent to the incorporation by reference in the registration statement (which is being filed pursuant to Rule 462(b)) on Form S-1 of Insight Communications Company, Inc. of our report, dated March 5, 1999, relating to the combined balance sheets of the TCI Insight Systems (as defined in Note 1 to the combined financial statements) as of October 31, 1998 and December 31, 1997, and the related combined statements of operations and parent's investment (deficit), and cash flows for the ten-month period ended October 31, 1998 and for each of the years in the two-year period ended December 31, 1997, which report appears in the registration statement (No. 333-78293) on Form S-1, as amended (Amendment No. 3). KPMG LLP Denver, Colorado July 19, 1999 EX-23.2(B) 5 CONSENT OF KPMG LLP Exhibit 23.2(b) CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders Tele-Communications, Inc. We consent to the incorporation by reference in the registration statement (which is being filed pursuant to Rule 462(b)) on Form S-1 of Insight Communications Company, Inc. of our report, dated May 7, 1999, relating to the combined balance sheets of the TCI IPVI Systems (as defined in Note 1 to the combined financial statements) as of April 30, 1998 and December 31, 1997, and the related combined statements of operations and parent's investment (deficit), and cash flows for the four-month period ended April 30, 1998 and for each of the years in the two-year period ended December 31, 1997, which report appears in the registration statement (No. 333-78293) on Form S-1, as amended (Amendment No. 3). KPMG LLP Denver, Colorado July 19, 1999 EX-23.3 6 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-1, of our report dated March 26, 1999 relating to the consolidated financial statements of InterMedia Capital Partners VI, L.P., which appears in Registration Statement on Form S-1 filed by Insight Communications Company, Inc. with the Securities and Exchange Commission (File No. 333-78293). We also consent to the references to us under the headings "Experts" in such Registration Statement. /S/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Francisco, California July 20, 1999 EX-23.4 7 CONSENT OF ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Exhibit 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated July 17, 1998 pertaining to the financial statements of Central Ohio Cable System Operations Unit as of December 31, 1997 and for the two years then ended included in the Form S-1 filed by Insight Communications Company, Inc. (File No. 333-78293) and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Columbus, Ohio, July 13, 1999. -----END PRIVACY-ENHANCED MESSAGE-----