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As filed with the Securities and Exchange Commission on February 11, 1997.
Registration No. 33-54796
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORECOMM INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 13-3927257
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 East 59th Street
New York, NY 10022
(212) 223-4963
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
NONQUALIFIED STOCK OPTION AGREEMENTS
(Full Title of the Plan)
Richard J. Lubasch, Esq.
Senior Vice President-
General Counsel and Secretary
CoreComm Incorporated
110 East 59th Street
New York, NY 10022
(212) 223-4963
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Thomas H. Kennedy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
(212) 735-3000
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This post-effective amendment is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"), to reflect
the adoption by Cellular Communications of Puerto Rico, Inc., a Delaware
corporation (the "Company"), of a holding company form of organizational
structure. The holding company organizational structure was implemented by the
merger (the "Merger") of CoreCom Sub Inc., a Delaware corporation, with and into
the Company, which was the surviving corporation, in accordance with Section
251(g) of the Delaware General Corporation Law. In the Merger, which was
consummated at 8:30 a.m., local time, on January 31, 1997 (the "Effective
Time"), each share of capital stock of the Company issued and outstanding or
held in its treasury was converted into one share of capital stock of CoreComm
Incorporated, a Delaware corporation (the "Registrant"). The Registrant became
the holding company for the Company's operating subsidiaries and the Company
became a direct wholly-owned subsidiary of the Registrant.
In accordance with Rule 414, the Registrant, as the successor issuer,
hereby expressly adopts this registration statement, as well as the stock option
agreements to which it relates, of the Company as its own for all purposes of
the Securities Act and the Securities Exchange Act of 1934, as amended.
The registration fees were paid at the time of the original filing of
this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 11th day of February, 1997.
CORECOMM INCORPORATED
By: /s/ Richard J. Lubasch
Senior Vice President-General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement has been signed below by
the following persons in the capacities indicated, on this 11th day of February,
1997.
Name and Signature Title
* Chief Executive Officer, Treasurer
George S. Blumenthal and Director (Principal Executive Officer)
* President and Director (Principal Operating
J. Barclay Knapp and Financial Officer)
/s/ Richard J. Lubasch Senior Vice President-General Counsel
Richard J. Lubasch and Secretary
* Vice President-Controller
Gregg Gorelick (Principal Accounting Officer)
* Director
Sidney R. Knafel
* Director
Ted H. McCourtney
* Director
Del Mintz
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* Director
Alan J. Patricof
* Director
Warren Potash
*By: /s/ Richard J. Lubasch
Richard J. Lubasch
Senior Vice President-General Counsel
and Secretary, as attorney-in-fact for the persons
named above
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