SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------
CABLEVISION SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 11-3415180
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1111 STEWART AVENUE, BETHPAGE, NEW YORK 11714
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and Section 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |X| following box. |_|
</TABLE>
Securities Act registration statement file number
to which this form relates: ____________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title Of Each Class on Which Each Class is
to be so Registered to be Registered
------------------- ----------------
Class A Common Stock, The New York Stock Exchange, Inc.
par value $0.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
Page 1 of 4
<PAGE>
INTRODUCTORY STATEMENT
Cablevision Systems Corporation (the "Registrant") hereby files this
registration statement on Form 8-A in connection with the listing of its shares
of Class A Common Stock, par value $0.01 per share of the Registrant (the "Class
A Common Stock").
This registration statement supercedes any registration statement on
Form 8-A previously filed with respect to the Class A Common Stock by either the
Registrant or CSC Holdings, Inc., a wholly owned subsidiary of the Registrant.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the sections captioned "Description of Parent
Capital Stock" and "Comparison of Certain Rights of Holders" in the Registrant's
Proxy Statement/Prospectus on Form S-4 (the "Form S-4 Registration Statement"),
filed with the Securities and Exchange Commission on January 20, 1998
(Registration No. 333-44547), is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are numbered in accordance with Item 601 of
Regulation S-K under the Securities Act of 1934.
4.1 Certificate of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Form S-4 Registration Statement.
4.2 Amendment to the Registrant's Certificate of Incorporation as filed
with the Secretary of State of the State of Delaware on October 6,
1999.
4.3 By-laws of the Registrant (incorporated herein by reference to Exhibit
3.2 to the Form S-4 Registration Statement).
4.4 Certificate of Designations for the Series E Redeemable Exchangeable
Convertible Preferred Stock of CSC Holdings, Inc. (incorporated herein
by reference to CSC Holdings, Inc.'s Annual Report on Form 10-K/A for
the year ended December 31, 1993).
4.5 Certificate of Designations for the Series F Redeemable Preferred Stock
of CSC Holdings, Inc. (incorporated herein by reference to CSC
Holdings, Inc.'s Annual Report on Form 10-K/A for the year ended
December 31, 1993).
4.6 Certificate of Designations for the Series G Redeemable Exchangeable
Preferred Stock of CSC Holdings, Inc. (incorporated herein by reference
to Exhibit 3.1D to CSC Holdings, Inc.'s Registration Statement on Form
S-4, Registration No. 33-62717).
4.7 Certificate of Designations for the Series H Redeemable Exchangeable
Preferred Stock of CSC Holdings, Inc. (incorporated herein by reference
to Exhibit 4.1E to CSC Holdings, Inc.'s Registration Statement on Form
S-4, Registration No. 33-63691).
Page 2 of 4
<PAGE>
4.8 Certificate of Designations for the Series I Cumulative Convertible
Exchangeable Preferred Stock of CSC Holdings, Inc. (incorporated herein
by reference to Exhibit 99.3 to CSC Holdings, Inc.'s Current Report on
Form 8-K (File No. 1-9046) dated November 7, 1995).
4.9 Certificate of Designations for the Series L Redeemable Exchangeable
Preferred Stock of CSC Holdings, Inc. (incorporated herein by reference
to Exhibit 3.1G to CSC Holdings, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1995).
4.10 Certificate of Designations for the Series M Redeemable Exchangeable
Preferred Stock of CSC Holdings, Inc. (incorporated herein by reference
to Exhibit 4.1(f) to CSC Holdings, Inc.'s Registration Statement on
Form S-4, Registration No. 333-02527).
4.11 Indenture dated as of February 15, 1993 relating to CSC Holdings,
Inc.'s $200,000,000 9 7/8% Senior Subordinated Debentures due February
15, 2013 (incorporated herein by reference to Exhibit 4.3 to CSC
Holdings, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1992).
4.12 Indenture dated as of April 1, 1993 relating to CSC Holdings, Inc.'s
$150,000,000 9 7/8% Senior Subordinated Debentures due 2023
(incorporated herein by reference to CSC Holdings, Inc.'s Registration
Statement on Form S-4, Registration No. 33-61814).
4.13 Indenture dated as of November 1, 1995 relating to CSC Holdings, Inc.'s
$150,000,000 9 7/8% Senior Subordinated Notes due 2006, $300,000,000
9 1/4% Senior Subordinated Notes due 2005 and $250,000,000 10 1/2%
Senior Subordinated Debentures due 2016 (incorporated herein by
reference to Exhibit 4.9 to the Form S-4 Registration Statement).
4.14 Supplemental Indenture dated as of November 1, 1995 between CSC
Holdings, Inc. and the Bank of New York, as trustee, to the Indenture
dated November 1, 1995 (incorporated herein by reference to Exhibit
99.6 to CSC Holdings, Inc.'s Current Report on Form 8-K (File No.
1-9046), filed November 1, 1995).
4.15 Indenture dated August 15, 1997 relating to CSC Holdings, Inc.'s
$400,000,000 8 1/8% Senior Debentures due 2009 (incorporated herein by
reference to CSC Holdings, Inc.'s Registration Statement on Form S-4,
Registration No. 333-38013).
4.16 Indenture dated as of December 1, 1997 relating to CSC Holdings, Inc.'s
$500,000,000 7 7/8% Senior Notes due 2007 (incorporated herein by
reference to Exhibit 4.4 to the Form S-4 Registration Statement).
4.17 Indenture, dated as of July 1, 1998, relating to CSC Holdings, Inc.'s
$500,000 7 1/4% Senior Notes due 2008 and 7 5/8% Senior Debentures due
2018 (incorporated herein by reference to CSC Holdings, Inc.'s
Registration Statement on Form S-3 (File No. 333-35263)).
Page 3 of 4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized, on this 27th day of
October, 1999.
CABLEVISION SYSTEMS CORPORATION
(Registrant)
By: /s/ William J. Bell
---------------------
Name: William J. Bell
Title: Vice-Chairman
Page 4 of 4
<PAGE>
EXHIBIT INDEX
EXHIBITS PAGE
4.1 Certificate of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Form S-4 Registration Statement.
4.2 Amendment to the Registrant's Certificate of Incorporation as filed
with the Secretary of State of the State of Delaware on October 6,
1999.
4.3 By-laws of the Registrant (incorporated herein by reference to Exhibit
3.2 to the Form S-4 Registration Statement).
4.4 Certificate of Designations for the Series E Redeemable Exchangeable
Convertible Preferred Stock of CSC Holdings, Inc. (incorporated herein
by reference to CSC Holdings, Inc.'s Annual Report on Form 10-K/A for
the year ended December 31, 1993).
4.5 Certificate of Designations for the Series F Redeemable Preferred Stock
of CSC Holdings, Inc. (incorporated herein by reference to CSC
Holdings, Inc.'s Annual Report on Form 10-K/A for the year ended
December 31, 1993).
4.6 Certificate of Designations for the Series G Redeemable Exchangeable
Preferred Stock of CSC Holdings, Inc. (incorporated herein by reference
to Exhibit 3.1D to CSC Holdings, Inc.'s Registration Statement on Form
S-4, Registration No. 33-62717).
4.7 Certificate of Designations for the Series H Redeemable Exchangeable
Preferred Stock of CSC Holdings, Inc. (incorporated herein by reference
to Exhibit 4.1E to CSC Holdings, Inc.'s Registration Statement on Form
S-4, Registration No. 33-63691).
4.8 Certificate of Designations for the Series I Cumulative Convertible
Exchangeable Preferred Stock of CSC Holdings, Inc. (incorporated herein
by reference to Exhibit 99.3 to CSC Holdings, Inc.'s Current Report on
Form 8-K (File No. 1-9046) dated November 7, 1995).
4.9 Certificate of Designations for the Series L Redeemable Exchangeable
Preferred Stock of CSC Holdings, Inc. (incorporated herein by reference
to Exhibit 3.1G to CSC Holdings, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1995).
4.10 Certificate of Designations for the Series M Redeemable Exchangeable
Preferred Stock of CSC Holdings, Inc. (incorporated herein by reference
to Exhibit 4.1(f) to CSC Holdings, Inc.'s Registration Statement on
Form S-4, Registration No. 333-02527).
4.11 Indenture dated as of February 15, 1993 relating to CSC Holdings,
Inc.'s $200,000,000 9 7/8% Senior Subordinated Debentures due February
15, 2013 (incorporated herein by reference to Exhibit 4.3 to CSC
Holdings, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1992).
4.12 Indenture dated as of April 1, 1993 relating to CSC Holdings, Inc.'s
$150,000,000 9 7/8% Senior Subordinated Debentures due 2023
(incorporated herein by reference to CSC Holdings, Inc.'s Registration
Statement on Form S-4, Registration No. 33-61814).
4.13 Indenture dated as of November 1, 1995 relating to CSC Holdings, Inc.'s
$150,000,000 9 7/8% Senior Subordinated Notes due 2006, $300,000,000
9 1/4% Senior Subordinated Notes due 2005 and $250,000,000 10 1/2%
Senior Subordinated Debentures due 2016 (incorporated herein by
reference to Exhibit 4.9 to the Form S-4 Registration Statement).
<PAGE>
4.14 Supplemental Indenture dated as of November 1, 1995 between CSC
Holdings, Inc. and the Bank of New York, as trustee, to the Indenture
dated November 1, 1995 (incorporated herein by reference to Exhibit
99.6 to CSC Holdings, Inc.'s Current Report on Form 8-K (File No.
1-9046), filed November 1, 1995).
4.15 Indenture dated August 15, 1997 relating to CSC Holdings, Inc.'s
$400,000,000 8 1/8% Senior Debentures due 2009 (incorporated herein by
reference to CSC Holdings, Inc.'s Registration Statement on Form S-4,
Registration No. 333-38013).
4.16 Indenture dated as of December 1, 1997 relating to CSC Holdings, Inc.'s
$500,000,000 7 7/8% Senior Notes due 2007 (incorporated herein by
reference to Exhibit 4.4 to the Form S-4 Registration Statement).
4.17 Indenture, dated as of July 1, 1998, relating to CSC Holdings, Inc.'s
$500,000 7 1/4% Senior Notes due 2008 and 7 5/8% Senior Debentures due
2018 (incorporated herein by reference to CSC Holdings, Inc.'s
Registration Statement on Form S-3 (File No. 333-35263)).
Exhibit 4.2
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CABLEVISION SYSTEMS CORPORATION
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
Cablevision Systems Corporation.
2. The Certificate of Incorporation of the Corporation is hereby amended by
striking out the first paragraph of Article FOURTH thereof and by substituting
in lieu thereof the following paragraph:
The aggregate number of shares which the Corporation shall have
authority to issue shall be 570,000,000 shares: (a) 400,000,000 shares
of Class A Common Stock, par value $.01 per share ("Class A Common
Stock"), (b) 160,000,000 shares of Class B Common Stock, par value
$.01 per share ("Class B Common Stock"), and (c) 10,000,000 shares of
Preferred Stock, par value $.01 per share ("Preferred Stock").
3. The amendment of the Certificate of Incorporation herein certified has been
duly adopted in accordance with the provision of Section 242 of the General
Corporate Law of the State of Delaware.
IN WITNESS WHEREOF, Cablevision Systems Corporation has caused this
certificate to be signed by William J. Bell, its Vice Chairman on the 5th day of
Oct. 1999.
CABLEVISION SYSTEMS CORPORATION
By: /s/ William J. Bell
---------------------------------
William J. Bell, Vice Chairman
Attest:
/s/ Robert S. Lemle
- --------------------------
Robert S. Lemle, Secretary
