S-8 POS 1 cciltip_s8pos.txt CCI LTIP S8 POS As filed with the Securities and Exchange Commission on December 29, 2004 Post-Effective Amendment No. 1 To Registration Statement On Form S-8 (No. 333-109440) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cox Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 58-2112281 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1400 Lake Hearn Drive, NE 30319 Atlanta, Georgia (Zip Code) (Address of Principal Executive Offices) COX COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN (Full title of plan) DOW, LOHNES & ALBERTSON, PLLC Counsel 1200 New Hampshire Avenue, N.W. Suite 800 Washington, D.C. 20036 (Name and Address of agent for service) (202) 776-2000 (Telephone number of agent for service) DEREGISTRATION OF SECURITIES Cox Communications, Inc., a Delaware Corporation (the "Registrant"), filed with the Securities and Exchange Commission on October 3, 2003, a registration statement on Form S-8 (Registration No. 333-109440) (the "Registration Statement"), to which this Post-Effective Amendment No. 1 relates, for the purpose of registering an additional 12,000,000 shares of its Class A common stock, $1.00 par value per share (the "Shares"), which were originally registered for issuance pursuant to the Cox Communications, Inc. Long-Term Incentive Plan. In accordance with an Agreement and Plan of Merger, dated as of October 19, 2004, by and among Cox Enterprises, Inc., a Delaware corporation ("CEI"), Cox Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of CEI ("Holdings"), CEI-M Corporation, a Delaware corporation and a wholly-owned subsidiary of Holdings ("CEI-M") and the Registrant, on December 8, 2004, the Registrant merged with CEI-M, with the Registrant as the surviving corporation (the "Merger"). As a result of the Merger, all Shares have been cancelled. Accordingly, the Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1, any and all Shares registered under the Registration Statement that have not been issued prior to the Merger. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia on the 27th day of December, 2004. COX COMMUNICATIONS, INC. By: /s/James O. Robbins ---------------------------------- James O. Robbins President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to form S-8 to be signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date /s/James O. Robbins President and December 27, 2004 --------------------------- Chief Executive Officer James O. Robbins (Principal Executive Officer) /s/Jimmy W. Hayes Executive Vice President, December 27, 2004 --------------------------- Finance and Chief Financial Officer Jimmy W. Hayes (Principal Financial Officer /s/William J. Fitzsimmons Vice President of Accounting December 21, 2004 --------------------------- and Financial Planning William J. Fitzsimmons (Principal Accounting Officer) /s/ James C. Kennedy Chairman of the Board of December 27, 2004 --------------------------- Directors James C. Kennedy /s/G. Dennis Berry Director December 27, 2004 -------------------------- G. Dennis Berry /s/Janet M. Clarke Director December 17, 2004 -------------------------- Janet M. Clarke /s/Robert C. O'Leary Director December 27, 2004 -------------------------- Robert C. O'Leary /s/Rodney W. Schrock Director December 18, 2004 -------------------------- Rodney W. Schrock /s/Andrew J. Young Director December 27, 2004 -------------------------- Andrew J. Young