-----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, Vcn6zT8nz6Zju7+b129wq0okz63nqQ+47UiW3s+G4nrSf/13hQv35pRm10OIf2+N QUTBTHOWqcRnfW5tCpu5Ug== 0000940180-96-000066.txt : 19960520 0000940180-96-000066.hdr.sgml : 19960520 ACCESSION NUMBER: 0000940180-96-000066 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960517 EFFECTIVENESS DATE: 19960605 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIA COMMUNICATIONS OF FLORIDA INC CENTRAL INDEX KEY: 0000885067 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 592913586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03955 FILM NUMBER: 96569134 BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8136210011 S-8 1 FORM S-8 Registration Statement No.33-____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intermedia Communications of Florida, Inc. - -------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 59-291-3586 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3625 Queen Palm Drive, Tampa, Florida 33619-1309 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Intermedia Communications of Florida, Inc. Long Term Incentive Plan ------------------------------------------ (Full title of the plan) David C. Ruberg Chairman of the Board, President and Chief Executive Officer Intermedia Communications of Florida, Inc. 3625 Queen Palm Drive, Tampa, Florida 33619-1309 ------------------------------------------------ (Name and address of agent for service) (813) 621-0011 ------------------------------------------------------------ (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 _________________________ CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of maximum maximum Amount securities Amount offering aggregate of to be to be price offering registration registered registered per share price fee - ------------------------------------------------------------- Common 1,500,000 $30 (1) $45,000,000 $15,517.24 stock $0.1 par value
(1) Average of the bid and asked prices as reported on the Nasdaq National Market on May 10, 1996, pursuant to Rule 457(c). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference ----------------------------------------------- The following documents, which have been filed by the Intermedia Communications of Florida, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC"), are incorporated by reference in this Registration Statement as of their respective dates: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1995; (b) The Company's Current Report on Form 8-K filed with the SEC on February 21, 1996; (c) The Company's Current Report on Form 8-K filed with the SEC on March 13, 1996; (d) The Company's Current Report on Form 8-K filed with the SEC on April 30, 1996; (e) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; and (f) The description of capital stock contained in the Company's registration statements on Form 8-A under the Exchange Act, filed April 7, 1992, April 28, 1992 and April 30, 1992 (File No. 0-20135). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as amended, 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 and counsel to the registrant, beneficially owns 5,745 shares of the Company's common stock. Item 6. Indemnification of Directors and Officers ----------------------------------------- The Company's Certificate of Incorporation provides that the Company will to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "GCL"), as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. The Company's By-laws contain a 2 similar provision requiring indemnification of the Company's directors and officers to the fullest extent authorized by the GCL. The GCL permits a corporation to indemnify its directors and officers (among others) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought (or threatened to be brought) by third parties, if such directors or officers acted in good faith and in a manner they 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 their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made - ---- for expenses (including attorneys' fees) actually and reasonably incurred by directors and officers in connection with the defense or settlement of such action if they had acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses. The GCL further provides that, to the extent any director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this paragraph, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. In addition, the Company's Certificate of Incorporation contains a provision limiting the personal liability of the Company's directors for monetary damages for certain breaches of their fiduciary duty. The Company has indemnification insurance under which directors and officers are insured against certain liability that may occur in their capacity as such. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of said Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 3 Item 8. Exhibits. -------- 4.1 Restated Certificate of Incorporation of the Company, together with all amendments thereto. Exhibit 3.1 to the Company's S-1 filed with the SEC on November 8, 1993 (No. 33-69053) (the "Form S-1") is incorporated herein by reference. 4.2 By-Laws of the Company, together with all amendments thereto. Exhibit 3.2 to the Form S-1 is incorporated herein by reference. 5.1 Opinion of counsel as to legality of the shares of common stock covered by this Registration Statement. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Mendelsohn Kary Bell & Natoli, P.C. 23.3 Consent of counsel (included within Exhibit 5.1) 4 Item 9. Undertakings. ------------ A. Post-Effective Amendments ------------------------- The 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, as amended ("1933 Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that subparagraphs (i) and (ii) above will not apply if the - -------- ------- information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("1934 Act"), that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the 1933 Act, 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. 5 B. Subsequent Documents Incorporated by Reference ---------------------------------------------- The registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this Registration Statement will 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. --------- C. Claims for Indemnification -------------------------- Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of such issue. 6 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 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 the 17th day of May, 1996. Intermedia Communications of Florida, Inc. (Registrant) By: /s/ David C. Ruberg ------------------------------------- David C. Ruberg Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in all capacities and on the dates indicated.
Signature Title Date - ------------------------ ---------------------- ------------ /s/ David C. Ruberg Chairman of the May 17, 1996 - ------------------------ Board, President, David C. Ruberg Chief Executive Officer and Director /s/ Ronald L. Tolliver Senior Vice May 17, 1996 - ------------------------ President, Chief Ronald L. Tolliver Financial Officer and Secretary /s/ Jeanne M. Walters Controller and Chief May 17, 1996 - ------------------------ Accounting Officer Jeanne M. Walters - ------------------------ Director May 17, 1996 John C. Baker /s/ George F. Knapp Director May 17, 1996 - ------------------------ George F. Knapp
7 EXHIBIT INDEX
Exhibit Page - ------- ----- 4.1 Restated Certificate of - Incorporation of the Company, together with all amendments thereto. Exhibit 3.1 to the Company's S-1 filed with the SEC on November 8, 1993 (No. 33-69053) (the "Form S-1") is incorporated herein by reference. 4.2 By-Laws of the Company, together - with all amendments thereto. Exhibit 3.2 to the Form S-1 is incorporated herein by reference. 5.1 Opinion of counsel as to 9 legality of the shares of common stock covered by this Registration Statement. 23.1 Consent of Ernst & Young LLP 11 23.2 Consent of Mendelsohn Kary Bell 12 & Natoli, P.C. 23.3 Consent of counsel (included - within Exhibit 5.1)
EX-5.1 2 KRONISH, LIEB, WEINER & HELLMAN LLP Exhibit 5.1 ----------- May 17, 1996 Intermedia Communications of Florida, Inc. 3625 Queen Palm Drive Tampa, Florida 33619-1309 Gentlemen: We have acted as counsel for Intermedia Communications of Florida, 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 1,500,000 shares of the Company's common stock, $.01 par value (the "Common Stock"), to be offered for sale by the Company under Intermedia Communications of Florida, Inc. Long Term Incentive Plan (the "Plan"). We have examined the Company's Certificate of Incorporation and By-laws, both as amended, and minute books 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 and the conformity to original documents of all instruments furnished to us for review or examination as copies. Based on the foregoing and having regard to such legal considerations as we have deemed relevant, it is our opinion that: 1. The Company is a corporation duly organized under the laws of the State of Delaware. 2. The Common Stock covered by the Registration Statement has been duly authorized by the Board of Directors of the Company and, upon approval by the record holders of Common Stock, will be validly authorized. 3. When (i) the Plan has been authorized by the shareholders of the Company, (ii) the Common Stock has been duly registered under the Act, (iii) certificates for the Common Stock have been duly delivered, and (iv) the Company has received the consideration to be received by it pursuant to the Plan, the Common Stock will be validly issued, fully paid and non-assessable by the Company, with no personal liability attaching to ownership thereof. We hereby consent to the inclusion of this opinion in the Registration Statement and to the references to this firm contained therein. Very truly yours, KRONISH, LIEB, WEINER & HELLMAN LLP EX-23.1 3 ERNST & YOUNG CONSENT Exhibit 23.1 ------------ Consent of Independent Certified Public Accountants We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Long Term Incentive Plan of Intermedia Communications of Florida, Inc. of our report dated February 20, 1996, with respect to the consolidated financial statements and schedule of Intermedia Communications of Florida, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Tampa, Florida May 13, 1996 EX-23.2 4 CONSENT MENDELSOHN KARY BELL & NATOLI Exhibit 23.2 ------------ Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Long Term Incentive Plan of Intermedia Communications of Florida, Inc. of our reports dated September 16, 1994, except for note 7 as to which the date is July 17, 1995, with respect to the consolidated financial statements of FiberNet USA, Inc. and Subsidiaries and the financial statements of FiberNet Telecommunications Cincinnati, Inc. included in the Intermedia Communications of Florida, Inc. Annual Report (Form 10-K) for the year ended December 31, 1995. Mendelsohn Kary Bell & Natoli, P.C. New York, New York May 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----