<PAGE>
As filed with the Securities and Exchange Commission on July 11, 1997
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AT HOME CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0408542
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
425 BROADWAY STREET
REDWOOD CITY, CA 94063
(415) 569-5000
(Address and Telephone Number of Registrant's Principal Executive Offices)
1996 INCENTIVE STOCK OPTION PLAN
1996 INCENTIVE STOCK OPTION PLAN NO. 2
1997 EMPLOYEE STOCK PURCHASE PLAN
1997 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
KENNETH A. GOLDMAN
CHIEF FINANCIAL OFFICER
AT HOME CORPORATION
425 BROADWAY STREET
REDWOOD CITY, CA 94063
(415) 569-5000
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Jeffery L. Donovan, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock, 985,264 (1) $10.50 (2) $10,345,272 (2) $3,135
$.01 par value
Series A Common Stock, 1,774,500 (3) $ 2.27 (4) $ 4,028,115 $1,221
$.01 par value
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares available for grant as of July 10, 1997 under the 1997 Equity
Incentive Plan and available for issuance under the 1997 Employee Stock
Purchase Plan.
(2) Estimated as of July 10, 1997 pursuant to Rule 457(a) solely for the purpose
of calculating the registration fee.
(3) Shares subject to outstanding options as of July 10, 1997 under the 1996
Incentive Stock Option Plan and 1996 Incentive Stock Option Plan No. 2.
(4) Weighted average per share exercise price for such outstanding options
pursuant to Rule 457(h)(1).
<PAGE>
AT HOME CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act"),
that contains consolidated audited financial statements of the
Registrant for the period from March 28, 1995 (inception) through
December 31, 1995 and for the year ended December 31, 1996.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------- -------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
The validity of the shares of Series A Common Stock offered hereby will
be passed upon for the Registrant by Fenwick & West LLP, Palo Alto, California.
Fenwick & West LLP holds an option to purchase 25,000 shares of Series A Common
Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.
- ------ ---------------------------------------------------------------------
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. As permitted by Section 145 of
the Delaware General Corporation Law, Registrant's Certificate of Incorporation
further provides (i) for mandatory indemnification, to the fullest extent
permitted by applicable law, for any person who is or was a director or officer
of the Company, or a person who is a legal representative of such director or
officer, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise, or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such person, (ii) that the
Registrant's obligation to indemnify any person who was or is serving at the
Company's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise, or nonprofit entity
must be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise, or
nonprofit entity, (iii) that the Registrant must advance to all indemnified
parties the expenses (including attorneys' fees) incurred in defending any
proceeding provided that indemnified parties (if they are directors or officers)
must provide Registrant an undertaking to repay such advances if indemnification
is determined to be unavailable, (iv) that the rights conferred in the
Certificate of Incorporation are not exclusive and (v) that Registrant may not
retroactively
2
<PAGE>
amend the Certificate of Incorporation provisions relating to indemnity.
Registrant has also entered into Indemnification Agreements with each of its
directors and executive officers. Reference is also made to Article VIII of the
Underwriting Agreement for the Registrant's initial public offering, effected
pursuant to a Registration Statement on Form S-1, Registration No. 333-27323,
which provides for the indemnification of officers, directors and controlling
persons of the Registrant against certain liabilities.
The indemnification provision in the Company's Certificate of Incorporation
and the Indemnification Agreements entered into between the Registrant and each
of its directors and executive officers may be sufficiently broad to permit
indemnification of the Registrant's directors and officers for liabilities
arising under the Securities Act of 1933.
The Registrant, with approval by the Registrant's Board of Directors, has
applied for, and expects to obtain, directors' and officers' liability insurance
with a per claim and annual aggregate coverage limit of $20 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS.
- ------ --------
4.01 Third Amended and Restated Certificate of Incorporation of
Registrant filed August 14, 1996 (incorporated herein by
reference to Exhibit 3.01 of the Registrant's Registration
Statement on Form S-1, Registration No. 333-27323 originally
filed with the Commission on May 16, 1997, as subsequently
amended on June 20, 1997, July 8, 1997, July 10, 1997 and
July 11, 1997 (the "Form S-1")).
4.02 Certificate of Amendment of Third Amended and Restated
Certificate of Incorporation of Registrant filed April 11, 1997
(incorporated herein by reference to Exhibit 3.02 of the
Form S-1).
4.03 Certificate of Designation of Series C Convertible
Participating Preferred Stock of Registrant filed April 11,
1997 (incorporated herein by reference to Exhibit 3.03 of the
Form S-1).
4.04 Form of Certificate of Amendment of the Third Amended and
Restated Certificate of Incorporation of Registrant to be
effective prior to the closing of the Registrant's initial
public offering (incorporated herein by reference to Exhibit
3.04 of the Form S-1).
4.05 Form of Second Amended and Restated Bylaws of Registrant to be
effective upon the closing of the Registrant's initial public
offering (incorporated herein by reference to Exhibit 3.05 of
the Form S-1).
4.06 Form of Fourth Amended and Restated Certificate of
Incorporation of Registrant to be filed after the closing of
the Registrant's initial public offering (incorporated herein
by reference to Exhibit 3.06 of the Form S-1).
4.07 Registrant's 1996 Incentive Stock Option Plan (incorporated
herein by reference to Exhibit 10.10 of the Form S-1).
4.08 Registrant's 1996 Incentive Stock Option Plan No. 2
(incorporated herein by reference to Exhibit 10.11 of the Form
S-1).
4.09 Registrant's 1997 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.12 of the Form S-1).
4.10 Registrant's 1997 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.13 of the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, Independent Auditors.
24.01 Power of Attorney (see page 6).
ITEM 9. UNDERTAKINGS.
- ------ ------------
The undersigned 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;
4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
-------- -------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement 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.
- ----
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 hereby, 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 Securities Act and will be governed by
the final adjudication of such issue.
5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Thomas A. Jermoluk and Kenneth A. Goldman, and
each of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement on Form S-8, and to file
the same with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 Redwood City, State of California, on this 11th day
of July, 1997.
AT HOME CORPORATION
By: /s/ THOMAS A. JERMOLUK
-----------------------------------------
Thomas A. Jermoluk, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ THOMAS A. JERMOLUK Chairman of the Board, President, and July 11, 1997
- -------------------------------- Chief Executive Officer
Thomas A. Jermoluk
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER:
/s/ KENNETH A. GOLDMAN Senior Vice President and Chief July 11, 1997
- -------------------------------- Financial Officer
Kenneth A. Goldman
ADDITIONAL DIRECTORS
/s/ WILLIAM R. HEARST III Vice Chairman of the Board of Directors July 9 , 1997
- --------------------------------
William R. Hearst III
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ JAMES L. BARKSDALE
- -------------------------------- Director July 9, 1997
James L. Barksdale
- -------------------------------- Director July __, 1997
Brendan R. Clouston
/s/ L. JOHN DOERR
- -------------------------------- Director July 9, 1997
L. John Doerr
- --------------------------------- Director July __, 1997
John C. Malone
/s/ BRUCE W. RAVENEL
- --------------------------------- Director July 11, 1997
Bruce W. Ravenel
/s/ BRIAN L. ROBERTS
- --------------------------------- Director July 11, 1997
Brian L. Roberts
/s/ EDWARD S. ROGERS
- --------------------------------- Director July 11, 1997
Edward S. Rogers
/s/ LARRY E. ROMRELL
- --------------------------------- Director July 11, 1997
Larry E. Romrell
/s/ DAVID M. WOODROW
- --------------------------------- Director July 9, 1997
David M. Woodrow
</TABLE>
7
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S> <C>
4.01 Third Amended and Restated Certificate of Incorporation of
Registrant filed August 14, 1996 (incorporated herein by reference
to Exhibit 3.01 of the Registrant's Registration Statement on Form
S-1, Registration No. 333-27323 originally filed with the
Commission on May 16, 1997, as subsequently amended on June 20,
1997, July 8, 1997, July 10, 1997 and July 11, 1997 (the "Form
S-1")).
4.02 Certificate of Amendment of Third Amended and Restated Certificate
of Incorporation of Registrant filed April 11, 1997 (incorporated
herein by reference to Exhibit 3.02 of the Form S-1).
4.03 Certificate of Designation of Series C Convertible Participating
Preferred Stock of Registrant filed April 11, 1997 (incorporated
herein by reference to Exhibit 3.03 of the Form S-1).
4.04 Form of Certificate of Amendment of the Third Amended and Restated
Certificate of Incorporation of Registrant to be effective prior
to the closing of the Registrant's initial public offering
(incorporated herein by reference to Exhibit 3.04 of the
Form S-1).
4.05 Form of Second Amended and Restated Bylaws of Registrant to be
effective upon the closing of the Registrant's initial public
offering (incorporated herein by reference to Exhibit 3.05 of the
Form S-1).
4.06 Form of Fourth Amended and Restated Certificate of Incorporation
of Registrant to be filed after the closing of the Registrant's
initial public offering (incorporated herein by reference to
Exhibit 3.06 of the Form S-1).
4.07 Registrant's 1996 Incentive Stock Option Plan and related
documents (incorporated herein by reference to Exhibit 10.10 of
the Form S-1).
4.08 Registrant's 1996 Incentive Stock Option Plan No. 2 and related
documents (incorporated herein by reference to Exhibit 10.11 of
the Form S-1).
4.09 Registrant's 1997 Equity Incentive Plan and related documents
(incorporated herein by reference to Exhibit 10.12 of the Form S-1).
4.10 Registrant's 1997 Employee Stock Purchase Plan and related
documents (incorporated herein by reference to Exhibit 10.13 of
the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, Independent Auditors.
24.01 Power of Attorney (see page 6).
</TABLE>
<PAGE>
EXHIBIT 5.01
July 11, 1997
At Home Corporation
425 Broadway Street
Redwood City, CA 94063
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
----------------------
Exchange Commission on or about July 11, 1997 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
2,759,764 shares of your Series A Common Stock (the "Stock") subject to issuance
-----
by you upon the exercise of (i) stock options granted by you under your 1996
Incentive Stock Option Plan, as amended (the "Option Plan 1"), (ii) stock
-------------
options granted by you under your 1996 Incentive Stock Option Plan No. 2, as
amended (the "Option Plan 2"), (iii) purchase rights to be granted by you under
-------------
your 1997 Employee Stock Purchase Plan (the "Purchase Plan") and (iv) stock
-------------
options, stock bonuses or restricted stock awards to be granted by you under
your 1997 Equity Incentive Plan (the "Incentive Plan") (collectively, with the
--------------
Option Plan 1, the Option Plan 2 and the Purchase Plan, the "Plans").
-----
In rendering this opinion, we have examined the following:
(1) your Amended and Restated Articles of Incorporation, as amended;
(2) your Amended and Restated Bylaws;
(3) the Plans and the applicable prospectus associated with each of the
Plans;
(4) the minutes of meetings and actions by written consent of your
shareholders and your Board of Directors that are contained in your
minute books in our possession;
(5) your stock records in our possession, including records of stock
options and other securities issued by you, based on a list prepared
by you as of July 10, 1997 and provided to us;
(6) your Registration Statement on Form S-1 (Registration Number 333-
27323), as declared effective by the SEC on July 11, 1997;
<PAGE>
(7) your Registration Statement on Form 8-A (Commission File Number 000-
22697), as declared effective by the SEC on July 11, 1997; and
(8) a Management Certificate of even date herewith, duly executed and
delivered by you.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the lack of any undisclosed terminations, modifications, waivers or
amendments to any documents reviewed by us and the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from public officials and
records included in the documents referred to above. We have made no
independent investigations or other attempts to verify the accuracy of any of
such information or to determine the existence or non-existence of any other
factual matters; however, we are not aware of any facts that would lead us to
-------
believe that the opinion expressed herein is not accurate.
Based on the foregoing, it is our opinion that the 2,759,764 shares of
Stock that may be issued and sold by you upon, collectively, the exercise of (i)
stock options granted under the Option Plan 1, (ii) stock options granted under
the Option Plan 2, (iii) purchase rights to be granted under the Purchase Plan
and (iv) stock options, stock bonuses or restricted stock awards to be granted
under the Incentive Plan, each when issued and sold in the manner referred to in
the applicable Plan, and the applicable prospectus associated with such Plan,
will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the your
use as an exhibit to the Registration Statement for the purpose of the above
sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
/s/ FENWICK & WEST LLP
--------------------------
FENWICK & WEST LLP
<PAGE>
Exhibit 23.02
-------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Incentive Stock Option Plan, 1996 Incentive Stock
Option Plan No. 2, 1997 Employee Stock Purchase Plan and 1997 Equity Incentive
Plan of At Home Corporation of our report dated May 1, 1997, except for Note 9
as to which the date is July 8, 1997, with respect to the consolidated financial
statements of At Home Corporation, included in the Registration Statement (Form
S-1, No 333-27323) and the related Prospectus, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
July 10, 1997
