<PAGE>
As filed with the Securities and Exchange Commission on October 27, 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 of (I.R.S. employer
incorporation or organization) identification no.)
425 BROADWAY STREET
REDWOOD CITY, CALIFORNIA 94063
(Address of principal executive offices)
AT HOME CORPORATION 1997 EQUITY INCENTIVE PLAN
(Full title of the plan)
KENNETH A. GOLDMAN
AT HOME CORPORATION
425 BROADWAY STREET
REDWOOD CITY, CALIFORNIA 94063
(650) 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Amount Proposed Maximum Proposed Maximum
Title of Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock, 4,200,000(1) $22.6875 $95,287,500(2) $28,875
$0.01 par value
==================================================================================================================================
</TABLE>
(1) Represents additional shares available for issuance under the At Home
Corporation 1997 Equity Incentive Plan. Pursuant to Rule 429 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), the
prospectus relating to this Registration Statement also relates to certain
shares registered under Form S-8 Registration Statement No. 333-31115. A
total of 985,264 shares issuable under the At Home Corporation 1997 Equity
Incentive Plan, less any shares issued under the At Home Corporation 1997
Employee Stock Purchase Plan, have previously been registered under the
Securities Act.
(2) Estimated pursuant to Rule 457(c) of the Securities Act based on the average
of the high and low prices of the Registrant's Common Stock as reported by
the Nasdaq National Market on October 27, 1997, solely for the purpose of
calculating the amount of the registration fee.
<PAGE>
Incorporation of Previous Registration Statement.
- ------------------------------------------------
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 4,200,000 shares under the At Home
Corporation 1997 Equity Incentive Plan (the "Plan"), which increase occurred
----
automatically pursuant to the terms of the Plan on August 1, 1997. Pursuant to
such Instruction E, the contents of the Registrant's Form S-8 Registration
Statement No. 333-31115 are hereby incorporated by reference.
2
<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 23rd day
of October, 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, October 23, 1997
- ---------------------------------- and Chief Executive Officer
Thomas A. Jermoluk
</TABLE>
3
<PAGE>
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER:
<TABLE>
<S> <C> <C>
/s/ Kenneth A. Goldman Senior Vice President and Chief October 23, 1997
- ---------------------------------- Financial Officer
Kenneth A. Goldman
ADDITIONAL DIRECTORS
/s/ William R. Hearst III
- ---------------------------------- Vice Chairman of the Board of October 23, 1997
William R. Hearst III Directors
/s/ James L. Barksdale
- ---------------------------------- Director October 23, 1997
James L. Barksdale
/s/ L. John Doerr
- ---------------------------------- Director October 23, 1997
L. John Doerr
- ---------------------------------- Director October __, 1997
Leo J. Hindrey, Jr.
/s/ John C. Malone
- ---------------------------------- Director October 23, 1997
John C. Malone
/s/ Bruce W. Ravenel
- ---------------------------------- Director October 23, 1997
Bruce W. Ravenel
/s/ Brian L. Roberts
- ---------------------------------- Director October 23, 1997
Brian L. Roberts
/s/ Edward S. Rogers
- ---------------------------------- Director October 23, 1997
Edward S. Rogers
/s/ Larry E. Romrell
- ---------------------------------- Director October 23, 1997
Larry E. Romrell
/s/ David M. Woodrow
- ---------------------------------- Director October 23, 1997
David M. Woodrow
</TABLE>
4
<PAGE>
Exhibit Index
-------------
Exhibit No. Description
- ---------- -----------
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 1997 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.12 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 3).
5
<PAGE>
EXHIBIT 5.01
------------
October 23, 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 (the "SEC") on or about October 27, 1997 in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 4,200,000 shares of your Series A Common Stock (the "Stock")
-----
subject to issuance by you upon the exercise of stock options, stock bonuses
or restricted stock awards granted or to be granted by you under your 1997
Equity Incentive Plan (the "Plan").
----
In rendering this opinion, we have examined the following:
(1) your Registration Statement on Form S-1 (Registration Number 333-
27323), as declared effective by the SEC on July 11, 1997, together
with the Exhibits filed as a part thereof, including, without
limitation, the Plan and related stock option grant and exercise
agreements;
(2) the Registration Statement, together with the Exhibits filed as a part
thereof;
(3) the Prospectus prepared in connection with the Registration Statement;
(4) the minutes of meetings and actions by written consent of your
stockholders and your Board of Directors that are contained in your
minute books that are in our possession;
(5) your stock records in our possession that you have provided to us
(consisting of a list of stockholders and a list of option and
warrant holders respecting your capital stock that were prepared by
you and dated October 20, 1997);
(6) your Registration Statement on Form 8-A (Commission File Number 000-
22697), as declared effective by the SEC on July 11, 1997;
(7) your Registration Statement on Form S-8 (Registration Number 333-
31115), as declared effective by the SEC on July 11, 1997; and
<PAGE>
(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 4,200,000 shares of
Stock that may be issued and sold by you upon the exercise of stock options,
stock bonuses or restricted stock awards granted or to be granted under the
Plan, when issued and sold in the manner referred to in the Plan, and the
prospectus associated with the 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,
FENWICK & WEST LLP
By: /s/ Laird M. Simons III
-------------------------------
<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 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.
/s/ Ernst & Young LLP
San Jose, California
October 22, 1997
