-----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, NbOAefEfei+a2hq4acfWTg1O8v5M+gaiWfUOyCTa694g0TGVnlVASGjbn9PPMUsC LlSrcbOgbLHAZuyo4/6tYg== 0000950144-99-007732.txt : 19990618 0000950144-99-007732.hdr.sgml : 19990618 ACCESSION NUMBER: 0000950144-99-007732 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990617 EFFECTIVENESS DATE: 19990617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIA COMMUNICATIONS 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: SEC FILE NUMBER: 333-80893 FILM NUMBER: 99647964 BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8138290011 MAIL ADDRESS: STREET 1: 3625 QUEEN PALM DRIVE CITY: TAMPA STATE: FL ZIP: 33619-1309 FORMER COMPANY: FORMER CONFORMED NAME: INTERMEDIA COMMUNICATIONS OF FLORIDA INC DATE OF NAME CHANGE: 19930328 S-8 1 INTERMEDIA COMMUNICATIONS INC. 1 As filed with the Securities and Exchange Commission on June 17, 1999 Registration Statement No.333- 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 $22.97 $22,970,000 $6,385.66 value(2) - -------------------------------------------------------------------------------
Page 1 (1) Average of the bid and asked prices as reported on the Nasdaq National Market on June 10, 1999, pursuant to Rule 457(h)(1). 2 (2) This Registration Statement also pertains to rights to purchase one one-thousandth of a share of Series A Preferred Stock of the Registrant ("Rights"). Upon the occurrence of certain prescribed events, one Right will be issued for each share of Common Stock. Until the occurrence of such events, the Rights are not exercisable, will be evidenced by the ownership of the Common Stock and will be transferred along with and only with the Common Stock. 2 3 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) 24.1 Power of Attorney (see signature page)
3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 this 15 day of June, 1999. INTERMEDIA COMMUNICATIONS INC. By: /s/ Robert M. Manning, ----------------------------------- Robert M. Manning, Chief Financial Officers Secretary and Senior Vice President 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. Each person whose signature appears below authorizes David C. Ruberg and Robert M. Manning, or either of them, as attorney-in-fact to sign and file in each capacity stated below, all amendments and post-effective amendments to this Registration Statement.
Signature Title Date --------- ----- ---- /s/ David C. Ruberg Chairman of the Board, June 15, 1999 - ---------------------------------------------- President and Chief ---- David C. Ruberg Executive Officer Principal Financial and Accounting Officers: /s/ Robert M. Manning Chief Financial Officer, - ---------------------------------------------- Secretary and Senior June 15, 1999 Robert M. Manning Vice President ---- /s/ Jeanne M. Walter Controller and Chief - ---------------------------------------------- Accounting Officer June 15, 1999 Jeanne M. Walter ---- Other Directors: /s/ John C. Baker Director - ---------------------------------------------- June 15, 1999 John C. Baker ---- /s/ George F. Knapp Director - ---------------------------------------------- June 15, 1999 George F. Knapp ----
4 5
/s/ Phillip A. Campbell Director June 15, 1999 - -------------------------------------------- ---- Phillip A. Campbell /s/ Pierce Jackson Roberts, Jr. Director June 15, 1999 - --------------------------------------------- ---- Pierce Jackson Roberts, Jr.
5 6 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) 24.1 Power of Attorney (see signature page)
6 EX-5.1 2 OPINION OF COUNSEL 1 EXHIBIT 5.1 June 16, 1999 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 (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 Stock"), to be offered for sale by the Company from time to time pursuant to awards granted 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 2 EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 Consent of Independent Auditors We consent to incorporation by reference in the Registration Statement (Form S-8) pertaining to the Intermedia Communications Inc. Long-Term Incentive Plan of our report dated February 17, 1999, with respect to the consolidated financial statements and schedule of Intermedia Communications Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Tampa, Florida June 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----