AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1998
Registration No. 33-41349
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CABLEVISION SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
11-3415180
(IRS EMPLOYER IDENTIFICATION NO.)
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
TELEPHONE: (516) 364-8450
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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FIRST AMENDED AND RESTATED 1996 EMPLOYEE STOCK PLAN
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(FULL TITLE OF THE PLANS)
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ROBERT S. LEMLE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CABLEVISION SYSTEMS CORPORATION
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(516) 364-8450
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
INTRODUCTORY STATEMENT
On March 4, 1998, Cablevision Systems Corporation ("Old Cablevision")
effected a holding company restructuring (the "Holding Company Restructuring")
pursuant to an Amended and Restated Contribution and Merger Agreement, dated as
of June 6, 1997 (the "Merger Agreement") by and among Old Cablevision, CSC
Parent Corporation, a Delaware corporation (as renamed Cablevision Systems
Corporation, the "Registrant"), CSC Merger Corporation, a Delaware corporation
("Merger Sub") and TCI Communications, Inc. Pursuant to the Merger Agreement
Merger Sub was merged (the "Merger") with and into Old Cablevision, with Old
Cablevision as the surviving corporation.
As a result of the Merger, Old Cablevision became a direct wholly owned
subsidiary of the Registrant. In addition, the Registrant changed its name from
CSC Parent Corporation to Cablevision Systems Corporation. Each share of Class A
Common Stock, par value $0.01 per share, of Old Cablevision issued and
outstanding was converted into one share of Class A Common Stock, par value
$0.01 per share, of the Registrant and each share of Class B Common Stock, par
value $0.01 per share, of Old Cablevision issued and outstanding was converted
into and exchanged for one share of Class B Common Stock, par value $0.01 per
share, of the Registrant.
POST-EFFECTIVE AMENDMENT
This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act") in connection with
the Holding Company Restructuring. In accordance with Rule 414 under the
Securities Act, the Registrant, as the successor issuer to Old Cablevision,
hereby expressly adopts this registration statement as its own for all purposes
of the Securities Act and the Securities Exchange Act of 1934, as amended. The
Cablevision Amended and Restated 1996 Employee Stock Plan and the Cablevision
Stock Option Plan for Non-Employee Directors to which this registration
statement relates (the "Plans") shall be known as the Cablevision Employee Stock
Plan and the Cablevision Stock Option Plan for Non-Employee Directors,
respectively. Subsequent to the Holding Company Restructuring, the Plans will
continue to cover employees or directors, as the case may be, of Old Cablevision
and its subsidiaries. However, awards issued in accordance with the Plans shall
be shares of stock, and options to purchase shares of stock, of the Registrant
rather than shares of stock, and options to purchase shares of stock, of Old
Cablevision. Additionally, the sponsor of the Plans shall be the Registrant
rather than Old Cablevision.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable ground 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 Town of Woodbury and the State of New York, on the 4th day of
March, 1998.
Cablevision Systems Corporation
By: /s/William J. Bell
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Name: William J. Bell
Title: Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities indicated on March 4, 1998.
SIGNATURE TITLE
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/s/James L. Dolan Chief Executive Officer and Director
- - --------------------------- (Principal Executive Officer)
James L. Dolan
/s/William J. Bell Vice Chairman and Director (Principal
- - --------------------------- Financial Officer)
William J. Bell
/s/Andrew B. Rosengard Executive Vice President, Financial
- - --------------------------- Planning and Controller
Andrew B. Rosengard
/s/Charles F. Dolan Chairman of the Board of Directors
- - ---------------------------
Charles F. Dolan
Director
- - ---------------------------
Leo J. Hindrey, Jr.
/s/Marc A. Lustgarten Vice Chairman and Director
- - ---------------------------
Marc A. Lustgarten
/s/Thomas C. Dolan Director
- - ---------------------------
Thomas C. Dolan
/s/Robert S. Lemle Executive Vice President, General
- - ---------------------------- Counsel, Secretary and Director
Robert S. Lemle
<PAGE>
/s/Sheila A. Mahony Senior Vice President and Director
- - ---------------------------
Sheila A. Mahony
Director and Chairman of the Executive
- - --------------------------- Committee
John Tatta
/s/Patrick F. Dolan Director
- - ---------------------------
Patrick F. Dolan
Director
- - ---------------------------
John C. Malone
/s/Charles D. Ferris Director
- - ---------------------------
Charles D. Ferris
/s/Richard H. Hochman Director
- - ---------------------------
Richard H. Hochman
Director
- - ---------------------------
Victor Oristano
/s/Vincent Tese Director
- - ---------------------------
Vincent Tese
