<PAGE>
As filed with the Securities and Exchange Commission on October 17, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER TELECOM INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 84-1500624
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
10475 Park Meadows Drive
Littleton, CO 80124
(303) 566-1000
(Address of Principal Executive Offices) (Zip Code)
_______________
Time Warner Telecom Inc. Independent Director Compensation Plan
(Full title of the Plan)
_______________
David J. Rayner
Senior Vice President and Chief Financial Officer
Time Warner Telecom Inc.
10475 Park Meadows Drive
Littleton, CO 80124
(Name and Address of agent for service)
(303) 566-1000
(Telephone number, including area code, of agent for service)
_______________
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share (1) Price (1)
===================================================================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01 per share 1,000 $ 49 $ 49,000 $ 12.93
===================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee, pursuant
to Rules 457(c) and (h) under the Securities Act of 1933, and based on the
average of the high and low prices of the Class A Common Stock as reported
on the Nasdaq National Market on October 12, 2000
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I of Form S-8
will be sent or given to participants in the Time Warner Telecom Inc.
Independent Director Compensation Plan, as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In reliance on Rule
428, such documents (i) are not being filed with the Securities and Exchange
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424, and (ii) along with the documents
incorporated by reference into this registration statement pursuant to Item 3 of
Part II hereof, constitute a prospectus (the "Prospectus") that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
This registration statement on Form S-8 registers 1,000 shares of Class A
Common Stock for issuance pursuant to the terms of the Time Warner Telecom Inc.
Independent Director Compensation Plan (the "Plan").
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the
"Commission") by Time Warner Telecom Inc. (the "Company" or the "Registrant")
pursuant to the Securities Exchange Act of 1934, or as otherwise indicated, are
hereby incorporated by reference in this registration statement:
1. The Annual Report of the Company on Form 10-K for the year ended
December 31, 1999.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, and June 30, 2000.
3. The description of the Company's Class A Common Stock, par value $.01
per share, contained in its Registration Statement on Form 8-A/A as
filed with the Commission on July 28, 1999, pursuant to Section 12(b) of
the Securities Exchange Act of 1934.
4. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1999.
All documents and reports subsequently filed by the Company pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold, or which deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents or reports. Any statement, information or document incorporated hereby
by reference or deemed to be incorporated herein by reference and to be a part
hereof may be automatically updated or replaced by documents the Company
subsequently files which also are or are deemed to be incorporated herein by
reference. Any statement, information or document so modified or superseded will
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Bylaws of the Company provides that to the fullest extent
permitted under the General Corporation Law of the State of Delaware (the
"DGCL"), the Company will indemnify and hold harmless any person that was or is
made or threatened to be made a party or is otherwise involved in any action,
suit or proceeding by reason of the fact that such person is or was a director
or officer of the Company.
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Section 145 of the DGCL provides that a corporation may indemnify directors
and officers as well as other employees and individuals against expenses
(including attorney' fees), judgments, fines, and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation--a "derivative action"), if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of such
action, except that no indemnification may be made in respect of any claim or
matter as to which the person has been adjudged to be liable to the corporation
unless the court determines upon application that, in view of all of the
circumstances, the person is fairly and reasonably entitled to indemnity for
expenses. The Company also has obtained insurance policies which provide
coverage for its directors and officers in certain situations, including some
situations where the Company cannot directly indemnify the directors or
officers.
The By-laws of Time Warner Inc. ("TWI") require indemnification to the fullest
extent permitted under Delaware or other applicable law of any person who is or
was a director or officer of TWI, and permit such indemnification of any agent
of TWI, who is or was involved or threatened to be made so involved in any
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was serving at the
request of TWI as a director, officer or employee of any other enterprise. Mr.
Hays, a director would, be automatically covered by this provision; TWI has
agreed to cover Messrs. Britt and Davies, directors of the Company. The
Directors' and Officers' Liability and Reimbursement Insurance Policy of TWI is
designed to reimburse TWI for any payments made by it pursuant to the foregoing
indemnification. In addition, generally, the By-laws of American Television and
Communications Corporation ("ATC"), Time Warner Companies, Inc. ("TWCI") and
Warner Communications Inc. ("WCI"), subsidiaries of TWI that hold interests in
the Company, provide for the indemnification of the officers and directors of
ATC, TWCI and WCI to the fullest extent permitted by applicable law. Messrs.
Britt, Davies and Hays, are officers of ATC and Mr. Hays is also an officer of
TWCI and WCI.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this registration statement.
Item 9. Undertakings.
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
Securities Act of 1933;
(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,
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<PAGE>
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and 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 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 Act and
will be governed by the final adjudication of such issue.
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<PAGE>
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 Littleton, Colorado, on October 17, 2000.
TIME WARNER TELECOM INC.
By: /s/ David J. Rayner
____________________________________
Name: David J. Rayner
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal Executive Officer:
/s/ Larissa L. Herda**
----------------------------------- President and Chief Executive Officer October 17, 2000
Larissa L. Herda and Director
(ii) Principal Financial Officer:
/s/ David J. Rayner
----------------------------------- Senior Vice President and Chief October 17, 2000
David J. Rayner Financial Officer
(iii) Principal Accounting Officer:
/s/ Jill Stuart**
----------------------------------- Vice President, Accounting and October 17, 2000
Jill Stuart Finance and Chief Accounting Officer
(iv) Directors:
/s/ Glenn A. Britt**
-----------------------------------
Glenn A. Britt Director October 17, 2000
/s/ Bruce Claflin**
-----------------------------------
Bruce Claflin Director October 17, 2000
/s/ Richard J. Davies**
-----------------------------------
Richard J. Davies Director October 17, 2000
</TABLE>
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<PAGE>
/s/ Spencer B. Hays**
-----------------------------------
Spencer B. Hays Director October 17, 2000
/s/ Lisa Hook**
-----------------------------------
Lisa Hook Director October 17, 2000
/s/ Robert J. Miron**
-----------------------------------
Robert J. Miron Director October 17, 2000
**By: /s/ David J. Rayner, in the capacity indicated and as attorney-in-fact for
-------------------
the named officers and named directors, who constitute all of the directors of
the Company.
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<PAGE>
EXHIBIT INDEX
Exhibit
Description Page
----------- ----
4.1 Restated Certificate of Incorporation (which is incorporated *
herein by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 as filed with the SEC on May 11, 1999
(Registration No.333-49439)).
4.2 By-laws (which are incorporated herein by reference to Exhibit 3.2 *
to Company's Registration Statement on Form S-1 as filed with the
SEC on May 11, 1999 (Registration No.333-49439)).
4.3 Time Warner Telecom Inc. Independent Director Compensation Plan.
5 Opinion of Paul Jones, Esq. regarding the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Paul Jones (which is incorporated herein by reference *
to Exhibit 5).
24.1 Power of Attorney.
________________________________
* Incorporated by reference
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