-----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, EHeVl7ONd0WQW7XZqddSohUQNIRiqfvGpTHJkT7R/XDAxUegN5AZSFQJZ+/utE+C uaB6kwgmWrEpHNPI8KAScA== 0000950109-96-002829.txt : 19960510 0000950109-96-002829.hdr.sgml : 19960510 ACCESSION NUMBER: 0000950109-96-002829 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 1 033-34738 FILED AS OF DATE: 19960509 EFFECTIVENESS DATE: 19960509 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-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-03381 FILM NUMBER: 96558532 BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8136210011 S-3MEF 1 S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1996 REGISTRATION NO. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- INTERMEDIA COMMUNICATIONS OF FLORIDA, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------- DELAWARE 59-29-13586 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 3625 QUEEN PALM DRIVE TAMPA, FLORIDA 33619 (813) 621-0011 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- DAVID C. RUBERG, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER INTERMEDIA COMMUNICATIONS OF FLORIDA, INC. 3625 QUEEN PALM DRIVE TAMPA, FLORIDA 33619 (813) 621-0011 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: RALPH J. SUTCLIFFE, ESQ. RAYMOND Y. LIN, ESQ. KRONISH, LIEB, WEINER & HELLMAN LLP LATHAM & WATKINS 1114 AVENUE OF THE AMERICAS 885 THIRD AVENUE NEW YORK, NEW YORK 10036-7798 NEW YORK, NEW YORK 10022 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 33-34738 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------- Senior Discount Notes due 2006 $ 29,919,300 $10,317 - ---------------------------------------------------------------------------------- Common Stock, $.01 par value $ 14,950,000 $ 5,156 - ---------------------------------------------------------------------------------- Total: $15,473
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Estimated solely for the purpose of determining the registration fee. INCORPORATION BY REFERENCE OF REGISTRATION ON FORM S-3, COMMISSION FILE NO. 33-34738 Intermedia Communications of Florida, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (Commission File No. 33-34738) declared effective on May 8, 1996 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. 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-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF TAMPA, ON THIS 9TH DAY OF MAY, 1996. Intermedia Communications of Florida, Inc. /s/ David C. Ruberg By: _________________________________ 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 THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE Principal Executive Officer: /s/ David C. Ruberg Chairman of the May 9, 1996 - ------------------------------------- Board, President DAVID C. RUBERG and Chief Executive Officer Principal Financial and Accounting Officers: * Chief Financial , 1996 - ------------------------------------- Officer and Senior RONALD L. TOLLIVER Vice President * Controller and Chief , 1996 - ------------------------------------- Accounting Officer JEANNE M. WALTERS Other Directors: * Director , 1996 - ------------------------------------- JOHN C. BAKER * Director , 1996 - ------------------------------------- GEORGE F. KNAPP *By: /s/ David C. Ruberg - ------------------------------------- DAVID C. RUBERG AS ATTORNEY-IN-FACT
EXHIBIT NO. DESCRIPTION PAGE ------- ----------- ---- 5.1 --Opinion of Kronish, Lieb, Weiner & Hellman LLP re: legality. 8.1 --Opinion of Kronish, Lieb, Weiner & Hellman LLP re: certain tax matters is contained in their opinion filed as Exhibit 5.1 to this Registration Statement. 23.1 --Consent of Kronish, Lieb, Weiner & Hellman LLP is contained in their opinion filed as Exhibit 5.1 to this Registration Statement. 23.2 --Consent of Ernst & Young LLP. 23.3 --Consent of Mendelsohn Kary Bell & Natoli, P.C. 24.1* --Powers of Attorney.
- -------- * Incorporated by reference to the Company's Registration Statement on Form S-3 (Commission File No. 33-34738). EXHIBIT 5.1 May 8, 1996 Intermedia Communications of Florida, Inc. 3625 Queen Palm Drive Tampa, Florida 33619 Ladies and Gentlemen: We have acted as counsel to Intermedia Communications of Florida, Inc., a Delaware corporation (the "Company"), in connection with its Registration Statement on Form S-3 (Registration No. 33-34738) under the Securities Act of 1933, as amended, (the "Registration Statement"), registering an additional $29,919,300 gross proceeds of Senior Discount Notes due 2006 (the "Senior Discount Notes") and up to 575,000 shares of the Company's common stock, $.01 par value (the "Common Stock") which Common Stock upon being sold would yield gross proceeds of $14,950,000 for the Company. The Senior Discount Notes are to be issued pursuant to an indenture between the Company and Sun Trust Bank, Central Florida, National Association, as trustee (the "Indenture"). In that connection, we have reviewed a draft of the Indenture, the Certificate of Incorporation of the Company, as amended, its By-laws, resolutions of its Board of Directors and such other documents and records as we have deemed appropriate. On the basis of such review, and having regard to such legal considerations that we deem relevant, it is our opinion that: 1. The Common Stock, when issued in accordance with the terms set forth in the Registration Statement, will be duly and validly issued, fully paid and nonassessable; 2. Upon the execution and delivery of the Indenture, substantially in the form of the draft reviewed by us, by the parties thereto and the execution, authentication and delivery of the Senior Discount Notes in accordance with the Indenture, the Senior Discount Notes will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except that (i) the enforceability of the Senior Discount Notes may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, including those relating to fraudulent transfers and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding may be brought; and 3. The statements under the caption "Certain Federal Income Tax Considerations" in the preliminary prospectus relating to the Senior Discount Notes incorporated into the Registration Statement, insofar as such statements constitute summaries of federal income tax law, fairly summarize the matters referred to therein. We are members of the Bar of the State of New York and do not purport to be experts or give any opinion except as to matters involving the laws of such State, the general corporate law of the State of Delaware and federal laws of the United States. We hereby consent to the reference to us under the caption "Legal Matters" in each of the prospectuses incorporated into the Registration Statement and under the caption "Certain Federal Income Tax 1 Considerations" in the prospectus relating to the Senior Discount Notes incorporated into the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, Kronish, Lieb, Weiner & Hellman LLP 2 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement filed pursuant to Rule 462(b) of the Securities Act of the reference to our firm under the captions "Experts" and "Selected Financial and Other Operating Data," to the use of our report dated February 20, 1996, with respect to Intermedia Communications of Florida, Inc. and to the use of our report dated March 8, 1996, with respect to the Telecommunications Division of EMI Communications Corporation, included in the Registration Statement (Form S-3 No. 33-34738) and related Prospectus of Intermedia Communications of Florida, Inc. We also consent to the incorporation by reference therein of our report dated February 20, 1996, with respect to the consolidated financial statements and schedule of Intermedia Communications of Florida, Inc. included in the 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 6, 1996 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement filed pursuant to Rule 462(b) of the Securities Act of the reference to our firm under the caption "Experts" and to the use of our reports dated September 16, 1994, except for Note 7 as to which the date is July 17, 1995, with respect to the financial statements of FiberNet USA, Inc. and Subsidiaries (a development stage company) and FiberNet Telecommunications Cincinnati, Inc., incorporated by reference in the Registration Statement (Form S-3 No. 33-34738) and related prospectus of Intermedia Communications of Florida, Inc. Mendelsohn Kary Bell & Natoli, P.C. New York, New York May 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----