-----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, NO7e1wCvMysZ7L+Mt9IgXJU27w98MjDcYI73FXapiVvFgml3aAm+TGoN0uX9dZwl CuYhVdKZG/U9z9VLadkCyQ== 0000940180-97-000613.txt : 19970717 0000940180-97-000613.hdr.sgml : 19970717 ACCESSION NUMBER: 0000940180-97-000613 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970716 EFFECTIVENESS DATE: 19970716 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: 333-31367 FILM NUMBER: 97641312 BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8136210011 S-8 1 LONG-TERM INCENTIVE PLAN Registration Statement No.333-03955 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intermedia Communications Inc. ----------------------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 59-29-13586 ---------------------------- -------------------------- (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 3625 Queen Palm Drive, Tampa, Florida 33619 ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 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. 3625 Queen Palm Drive Tampa, Florida 33619 ----------------------------------------------------------------- (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, NY 10036-7798 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- Title of Amount securities Amount Offering Aggregate of to be to be price offering registration registered registered per share(1) price fee - --------------- ---------- ------------ --------- ------------ Common Stock, $.01 par 1,000,000 $32.1875 $32,187,500 $9,753.78 value
- -------------------------------------------------------------------------------- Page 1 (1) Average of the bid and asked prices as reported on the Nasdaq National Market on July 11, 1997, pursuant to Rule 457(h)(1). 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 herein by reference. Exhibits. - -------- 5.1 Opinion of counsel as to legality of the shares of common stock covered by this Registration Statement. 23.1 Consent of independent accountants 23.2 Consent of counsel (included within Exhibit 5.1) 2 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on the 14th day of July, 1997. Intermedia Communications 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, as amended, 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 July 14, 1997 - ------------------------- Board, President David C. Ruberg and Chief Executive Officer /s/ Robert M. Manning Senior Vice - ------------------------- President, Chief July 14, 1997 Robert M. Manning Financial Officer and Secretary /s/ Jeanne M. Walters Controller and July 14, 1997 - ------------------------- Chief Accounting Jeanne M. Walters Officer /s/ John C. Baker Director July 14, 1997 - ------------------------- John C. Baker /s/ Phillip A. Campbell Director July 14, 1997 - ------------------------- Philip A. Campbell /s/ George F. Knapp Director July 14, 1997 - ------------------------- George F. Knapp
3 EXHIBIT INDEX
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 accountants 23.2 Consent of counsel (included within Exhibit 5.1)
4 EX-5.1 2 OPINION OF COUNSEL Exhibit 5.1 Kronish, Lieb, Weiner & Hellman LLP Letterhead May 22, 1997 Intermedia Communications Inc. 3625 Queen Palm Drive Tampa, Florida 33619 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 (File No. 333-03955) (the "Registration Statement") by the Company under the Securities Act of 1933, as amended (the "Act"), of 1,000,000 additional 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 under the Company's Long-Term Incentive Plan adopted in May 1996 (the "Plan"). We have examined the Company's Restated 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 Shares covered by the Registration Statement have been validly authorized. 3. When (i) the Common Shares have been duly registered under the Act, (ii) certificates for the Common Shares have been duly delivered, and (iii) the Company has received the consideration to be received by it pursuant to and upon exercise of the related awards under the Plan, the Common Shares 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, /s/ KRONISH, LIEB, WEINER & HELLMAN LLP 5 EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 Consent of Independent Certified Public Accountants We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-03955) pertaining to the Intermedia Communications Inc. Long-Term Incentive Plan dated February 10, 1997, except for Note 13, as to which the date is March 7, 1997, with respect to the consolidated financial statements and schedule of Intermedia Communications Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 1996. /s/ Ernst & Young LLP Tampa, Florida July 11, 1997 -----END PRIVACY-ENHANCED MESSAGE-----