As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Cable Michigan, Inc.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-2566891
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Carnegie Center
Princeton, NJ 08540-6215
609-734-3700
(Address of principal executive offices)
CABLE MICHIGAN, INC. 401(k) PLAN
C-TEC CABLE SYSTEMS OF MICHIGAN, INC. BARGAINING UNIT 401(k) PLAN
(Full title of the Plans)
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John D. Filipowicz, Esq.
Senior Vice President, Assistant General Counsel
and Assistant Secretary
105 Carnegie Center
Princeton, NJ 08540-6215
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (609) 734-3700
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Copy to:
William L. Taylor, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Amount Offering Proposed Amount of
Title of to be Price Maximum Aggregate Registration
Securities to be Registered Registered(1) per Share(2) Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $1.00 per
share)............................... 35,000 $21.00 $735,000 $223
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</TABLE>
(1) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "1933 Act"),
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
referenced above.
(2) Estimated pursuant to Rule 457(C) under the 1933 Act solely for the
purpose of computing the registration fee, based upon the closing price of
the securities being registered hereby on NASDAQ on October 13, 1997.
This Registration Statement Includes a Total of 12 Pages.
Exhibit Index on Page 10.
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PART I
The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
ITEM 1. PLAN INFORMATION
This information required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus for the Cable
Michigan, Inc. 401(k) Plan and the C-TEC Cable Systems of Michigan, Inc.
Bargaining Unit 401(k) Plan (collectively, the "Plans"), sponsored by Cable
Michigan, Inc.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants
pursuant to this Item is set forth in the Prospectus referenced in Item 1
above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Cable Michigan, Inc. (the "Registrant") hereby files this
Registration Statement with the Securities Exchange Commission (the
"Commission") on Form S-8 to register 35,000 shares of the Registrant's Common
Stock, par value $1.00 per share ("Common Stock"), for issuance pursuant to
the Plans and such indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions pursuant to the Plans.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
(Commission 1934 Act File Number 0-22821), are incorporated by reference
herein:
(1) The Registrant's 1934 Act Registration Statement on Form 10,
filed with the Commission on July 9, 1997, as amended from time to time (the
"Form 10").
(2) All other reports filed with the Commission by the
Registrant or the Plans pursuant to Section 13(a), 13(c), 14 and 15(d) of the
1934 Act subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all securities then remaining unsold.
(3) The description of the Registrant's Common Stock contained
in the Registrant's Form 10, including any amendment thereto or report filed
for the purpose of updating such description.
Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(3) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Raymond B. Ostroski, Esq. holds options to purchase shares of
Common Stock and/or holds, directly or indirectly, shares of Common Stock, the
aggregate value of which such holdings exceeds $50,000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Sections 1741 and 1742 of the 1988
Business Corporation Law of the Commonwealth of Pennsylvania, which provide
for indemnification of directors and officers in certain circumstances. In
addition, Article IV of the By-laws of the Registrant provides that, except as
prohibited by law, any director officer of the Registrant is entitled to be
indemnified in any action or proceeding in which he or she may be involved by
virtue of holding such position. In addition, the Registrant maintains a
directors' and officers' liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Exhibit
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4.01 Form of Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated herein by reference to Exhibit
3.1 to the Form 10).*
4.02 Form of Amended and Restated Bylaws of the Registrant. (Incorporated
herein by reference to Exhibit 3.2 to the Form 10).*
5.01 Opinion of Raymond B. Ostroski, Esq. as to the legality of the
Common Stock being registered pursuant hereto. The Registrant
undertakes that it will submit the Plans and all amendments thereto
to the Internal Revenue Service (the "Service") in a timely manner
and that it will make all changes required by the Service to issue a
determination letter with respect to the Plans.
23.01 Consent of Independent Public Accountants--Coopers & Lybrand L.L.P.
23.02 Consent of Raymond B. Ostroski, Esq. (included in his opinion filed
as Exhibit 5.01).
24.01 Powers of Attorney (included on the signature page of this
registration statement).
- ---------------
* Incorporated by reference
ITEM 9. UNDERTAKINGS
(a) 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 1933 Act;
(ii) To reflect in the
prospectus any facts or events arising
after the effective date of this
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 this Registration Statement.
Notwithstanding the foregoing, any increase
or decrease in volume of securities offered
(if the total dollar value of securities
offered would not exceed that which was
registered) and any deviation from the low
or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than 20 percent change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in this Registration Statement;
and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in
this Registration Statement or any material
change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
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 1934 Act that are incorporated by reference into
this Registration Statement;
(2) That for the purpose of determining any liability
under the 1933 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and where applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the 1934 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.
(c) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 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, 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 1933 Act and will be governed by the
final adjudication of such issue.
EXPERTS
The financial statements incorporated in this Form S-8 by
reference to the Form 10 as of December 31, 1996, and 1995 and for the years
ended December 31, 1996, 1995 and 1994 have been so incorporated in reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the Common Stock offered hereunder has been
passed upon by Raymond B. Ostroski, Esq., Princeton, New Jersey.
SIGNATURES
THE REGISTRANT. 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 PRINCETON, STATE OF NEW
JERSEY, ON THIS 15th DAY OF OCTOBER 1997.
CABLE MICHIGAN, INC.
By: /s/ John Filipowicz
------------------------------
John Filipowicz
Vice President, Assistant
General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW, CONSTITUTES AND APPOINTS DAVID C. MCCOURT, TIMOTHY J.
STOKLOSA AND MARK R. HAVERKATE AND EACH OF THEM, OUR TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, TO DO ANY AND ALL ACTS AND THINGS AND EXECUTE, IN THE NAME OF
THE UNDERSIGNED, ANY AND ALL INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT AND
AGENTS MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO ENABLE CABLE MICHIGAN, INC.
TO COMPLY WITH THE SECURITIES ACT OF 1933 AND ANY REQUIREMENTS OF THE
SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF, IN CONNECTION WITH THE
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE REGISTRATION
STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933, INCLUDING SPECIFICALLY
BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN THE NAME OF THE
UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS TO SUCH
REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO FILE THE
SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL APPLICATIONS,
REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO
COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER
WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS
FULLY AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS, AND ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
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 DATE INDICATED.
Signature Title Date
- --------- ----- ----
/s/ David C. McCourt
_____________________ Chief Executive Officer (Principal October 15, 1997
David C. McCourt Executive Officer); Chairman of
the Board
/s/ Timothy J. Stoklosa
______________________ Executive Vice President and Chief October 15, 1997
Timothy J. Stoklosa Financial Officer, Director
(Principal Financial Officer and
Principal Accounting Officer)
_______________________ President and Chief Operating October 15, 1997
Mark Haverkate Officer, Director
/s/ Bruce C. Godfrey
_______________________ Director October 15, 1997
Bruce C. Godfrey
/s/ Raymond B. Ostroski
_______________________ Director October 15, 1997
Raymond B. Ostroski
/s/ David C. Mitchell
_______________________ Director October 8, 1997
David C. Mitchell
/s/ Daniel Knowles
_______________________ Director October 8, 1997
Daniel Knowles
/s/ Frank Henry
______________________ Director October 15, 1997
Frank Henry
The Plans. Pursuant to the requirements of the Securities Act of 1933,
the Plans have duly caused this registration statement or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Princeton, State of New Jersey, on October 15, 1997.
CABLE MICHIGAN, INC. 401(k) PLAN
By /s/ Gary Isaacs
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Gary Isaacs
(Vice President, Human Resources)
C-TEC CABLE SYSTEMS OF MICHIGAN, INC.
BARGAINING UNIT 401(k) PLAN
By /s/ Gary Isaacs
-------------------------------
Gary Isaacs
(Vice President, Human Resources)
INDEX TO EXHIBITS
<TABLE>
<CAPTION> Sequentially
Exhibit Number Exhibit Numbered Page
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<S> <C> <C>
4.01 Form of Certificate of Incorporation of the Registrant. *
(Incorporated herein by reference to Exhibit 3.1 to the
Registrant's 1934 Act Registration Statement on Form 10,
1934 Act File No. 0-22821 (the "Form 10")).*
4.02 Form of Amended and Restated Bylaws of the Registrant. *
(Incorporated herein by reference to Exhibit 3.2 to the Form
10).*
5.01 Opinion of Raymond B. Ostroski, Esq. as to the legality of
the Common Stock being registered pursuant hereto. The
Registrant undertakes that it will submit the Plans and all
amendments thereto to the Internal Revenue Service (the
"Service") in a timely manner and that it will make all
changes required by the Service to issue a determination
letter with respect to the Plans.
23.01 Consent of Independent Public Accountants -- Coopers &
Lybrand L.L.P.
23.02 Consent of Raymond B. Ostroski, Esq. (included in his
opinion filed as Exhibit 5.01).
24.01 Powers of Attorney (included on the signature page of this
registration statement).
<FN>
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* Incorporated by reference.
</TABLE>
Exhibit 5.01
CABLE MICHIGAN, INC.
105 Carnegie Center
Princeton, NJ 08540
- - - - - - - - - -
(609) 734-3803
Facsimile (609) 734-3830
October 14, 1997
Cable Michigan, Inc.
105 Carnegie Center, 3rd Floor
Princeton, New Jersey 08540
Gentlemen:
I am the Executive Vice President and General Counsel of C-TEC
Corporation, a Pennsylvania corporation (the "Company"), and as such, I have
acted as counsel for the Company in connection with the proposed issuance by
the Company of up to 35,000 shares of Common Stock, par value of $1.00 per
share (the "Shares"), pursuant to the Cable Michigan, Inc. 401(k) Plan and the
C-TEC Cable Systems of Michigan, Inc. Bargaining Units 401(k) Plan (the
"Plans") and the registration of the Shares pursuant to the Registration
Statement on Form S-8 (together with all exhibits thereto, the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder (the "Act").
This opinion is delivered in accordance with the requirements
of Item 601(b) of Regulation S-K under the Act.
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate certificates of
public officials, certificates of officers or representatives of the Company
and others, as I have deemed necessary or appropriate for the purpose of
rendering this opinion.
I am a member of the Bar of the Commonwealth of Pennsylvania
and the opinion expressed herein is limited to the law of the Commonwealth of
Pennsylvania and Federal law of the United States of America.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly and validly authorized for issuance and, when
and to the extent issued pursuant to the Plans and upon receipt by the Company
of adequate consideration therefor, will be validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion with the Commission as
Exhibit 5.01 to the Registration Statement. In giving such consent, I do not
thereby admit that I come within the category of persons whose consent is
required by the Act.
Very truly yours,
/s/ Raymond B. Ostroski
------------------------------
Raymond B. Ostroski, Esq.
Exhibit 23.01
We consent to the incorporation by reference in this
registration statement of Cable Michigan, Inc. on Form S-8 of our report dated
June 30, 1997, on our audits of the consolidated financial statements of Cable
Michigan, Inc. as of December 31, 1996 and 1995, and for the years ended
December 31, 1996, 1995, and 1994, which report is included in Cable Michigan
Inc.'s Registration Statement on Form 10. We also consent to the reference to
our Firm under the caption "Experts".
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
October 14,1997
