<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
HYPERION TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 4813 25-1669404
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
MAIN AT WATER STREET
COUDERSPORT, PENNSYLVANIA 16915
(814) 274-9830
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------
JAMES P. RIGAS, CHIEF EXECUTIVE OFFICER
HYPERION TELECOMMUNICATIONS, INC.
MAIN AT WATER STREET
COUDERSPORT, PENNSYLVANIA 16915
(814) 274-9830
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
CARL E. ROTHENBERGER, JR., ESQUIRE STEVEN DELLA ROCCA, ESQUIRE
BUCHANAN INGERSOLL LATHAM & WATKINS
PROFESSIONAL CORPORATION 53RD AT THIRD, SUITE 1000
21ST FLOOR, 301 GRANT STREET 885 THIRD AVENUE
PITTSBURGH, PENNSYLVANIA 15219 NEW YORK, NEW YORK 10022-4802
(412) 562-8826 (212) 906-1200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, as amended (the "Securities Act"), 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] No. 333-48209
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [_]
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<CAPTION>
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------
<S> <C> <C>
Class A Common Stock, $.01 par value per
share..................................... $45,000,000 $13,275
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuasnt to Rule 457(o) of the Securities Act.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act") by Hyperion Telecommunications,
Inc. (the "Company"). In accordance with Rule 429 under the Securities Act,
this Registration Statement incorporates by reference the entire contents of
the Registration Statement on Form S-1 (Registration No. 333-48209), as
amended (including the exhibits thereto), which was declared effective by the
Commission on May 4, 1998 and which related to a maximum aggregate offering
price of $289,500,000 in Class A Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on May 5, 1998), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours no later
than May 5, 1998.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
(a) The following Exhibits are filed herewith:
<TABLE>
<C> <S>
5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Buchanan Ingersoll Professional Corporation (contained in its
opinion filed as Exhibit 5.1 hereto)
23.02 Consent of Deloitte & Touche LLP
24.01 Power of Attorney (included on the Signature Page to the Registration
Statement on Form S-1 (Registration Statement No. 333-48209) and
incorporated by reference herein)
</TABLE>
1
<PAGE>
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 Coudersport,
Commonwealth of Pennsylvania, on the 4th day of May, 1998.
HYPERION TELECOMMUNICATIONS, INC.
/s/ Daniel R. Milliard
By: ________________________________
Daniel R. Milliard
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE
DATE
Chairman and Director May 4, 1998
*
- -------------------------
John J. Rigas
* Vice Chairman and Director May 4, 1998
- -------------------------
Michael J. Rigas
* Vice Chairman, Treasurer, Chief May 4, 1998
- ------------------------- Financial Officer and Director
Timothy J. Rigas
* Vice Chairman, Chief Executive May 4, 1998
- ------------------------- Officer and Director
James P. Rigas
/s/ Daniel R. Milliard President, Secretary, Chief May 4, 1998
- ------------------------- Operating Officer and Director
Daniel R. Milliard
Senior Vice President and May 4, 1998
* Director
- -------------------------
Charles R. Drenning
* Senior Vice President and May 4, 1998
- ------------------------- Director
Paul D. Fajerski
* Senior Vice President and May 4, 1998
- ------------------------- Director
Randolph S. Fowler
* Director May 4, 1998
- -------------------------
James L. Gray
* Director May 4, 1998
- -------------------------
Pete Metros
Vice President and Chief May 4, 1998
* Accounting Officer
- -------------------------
Edward E. Babcock
May 4, 1998
*/s/ Daniel R. Milliard
- -------------------------
Daniel R. Milliard,
as attorney-in-fact
</TABLE>
II-1
<PAGE>
EXHIBIT 5.01
May 4, 1998
Hyperion Telecommunications, Inc.
Main at Water Street
Coudersport, PA 16915
Gentlemen:
In connection with the Registration Statement on Form S-1 (the
"Registration Statement"), to be filed by Hyperion Telecommunications, Inc, a
Delaware corporation (the "Company"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, relating to the public offering of an
aggregate of up to $45,000,000 in aggregate offering amount of shares of the
Company's Class A Common Stock, par value $.01 per share (the "Shares"), we
have acted as counsel for the Company and have examined such corporate records,
certificates of public officials, and other documents, records and questions of
law as we have considered necessary or appropriate for the purposes of this
opinion. In the examination of all documents we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the original documents of all documents
submitted to us as certified of photostatic copies.
Upon the basis of such examination, we advise you that in our opinion the
Shares to be issued and sold by the Company have been duly and validly
authorized and, when sold in the manner contemplated by the Registration
Statement and the underwriting agreement (the "Underwriting Agreement")
filed as an exhibit to the Registration Statement and upon receipt by the
Company of payment therefor as provided in the Underwriting Agreement, will be
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters" in
the Prospectus contained therein.
Very truly yours,
/s/ Buchanan Ingersoll Professional Corporation
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
<PAGE>
EXHIBIT NO. 23.02
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hyperion Telecommunications, Inc. on Form S-1 of our report dated June 13, 1997
(April 28, 1998 as to the sixth paragraph of Note 6), appearing in Amendment No.
2 to Registration Statement No. 333-48209 of Hyperion Telecommunications, Inc.
and to the reference to us under the heading "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
May 4, 1998
