AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CORECOMM LIMITED
(Exact Name of Registrant as Specified in its Charter)
BERMUDA NOT APPLICABLE
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
CEDAR HOUSE, 41 CEDAR AVENUE,
HAMILTON, BERMUDA 10022
(Address of Principal Executive Offices; Zip Code)
CORECOMM LIMITED 1999
STOCK OPTION PLAN
(Full Title of the Plan)
RICHARD J. LUBASCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CORECOMM LIMITED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 906-8440
(Name, Address 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, NEW YORK 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Registered Offering Price Per Aggregate Offering Registration Fee(4)
Share(1)(2) Price(3)
<S> <C> <C> <C> <C>
Common Stock, par value (5) 5,625,000 $37.8125 $212,695,313 $56,151.56
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights)(6)
==============================================================================================================
</TABLE>
(1) This Registration Statement (this "Registration Statement") covers
shares of Common Stock of CoreComm Limited (the "Registrant") which may be
offered or sold from time to time pursuant to the CoreComm Limited 1999
Stock Option Plan (the "Plan").
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis of
the average of the high and low sale prices for a share of common stock,
par value $0.01 per share (the "Common Stock"), of CoreComm on the Nasdaq
Stock Market's National Market on February 1, 2000.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act.
(5) Prior to the occurrence of certain events, the Series A Junior
Participating Preferred Stock Purchase Rights (the "Rights") will not be
evidenced separately from the Common Stock. The value attributable to the
Rights, if any, is reflected in the value of the Common Stock.
(6) Pursuant to Rule 416 this Registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the
registrant, CoreComm Limited, a Bermuda corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement as of their
respective dates:
(1) The description of the common stock, par value
$.01 per share, of the Company (the "Common
Stock") and the Series A Junior Participating
Preferred Stock Purchase Rights (the "Rights")
which are attached to shares of Common Stock set
forth under the caption "Description of
Company's Securities to be Registered" in the
Registration Statement on Form 10/A filed by the
Company with the Commission on August 31, 1998
(File No. 0-24521)
(2) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, dated March
22, 1999 including the audited consolidated
balance sheet of the Company and its
subsidiaries as of December 31, 1998, and the
related consolidated statements of operations,
shareholder's equity and cash flows for the
period April 1, 1998 (date operations commenced)
to December 31, 1998;
(3) The Company's Quarterly Reports on Form 10-Q for
the quarters ended:
March 31, 1999, dated May 7, 1999; June
30, 1999, dated August 16, 1999; and
September 30, 1999, dated November 12.
1999;
(4) The Company's Current Reports on Form 8-K, dated:
February 24, 1999;
June 8, 1999, as amended on July 9, 1999;
September 17, 1999;
September 29, 1999;
October 4, 1999;
October 12, 1999; and
January 20, 2000.
(5) The Company's Proxy Statement on Schedule 14A,
dated April 28, 1999.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. Any
statement contained 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 also is
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of
the Companies Act of 1981 of Bermuda (the "Companies Act"), the Company's
Memorandum of Association, as presently in effect, (the "Memorandum of
Association"), the Company's By-laws (the "By-laws") and the Plan, as such
provisions relate to the indemnification of the directors and officers of
the Company. This description is intended only as a summary and is
qualified in its entirety by reference to the applicable provisions of the
Companies Act, the Company's Memorandum of Association, the Company's By-
laws and the Plan, which are incorporated herein by reference.
The Companies Act permits the Company to indemnify its
directors or officers in their capacity as such in respect of any loss
arising or liability attaching to them by virtue of any rule of law in
respect of any negligence, default, breach of duty or breach of trust of
which a director or officer may be guilty in relation to the Company other
than in respect of his own fraud or dishonesty.
The By-laws provide that every director, officer,
committee member and any resident representative of the Company be
indemnified against any liabilities, loss, damage or expense incurred or
suffered in such capacity, subject to limitations imposed in the Companies
Act.
The By-laws further provide that to the extent that any
director, officer, committee member or resident representative of the
Company is successful in defending any proceedings, whether civil or
criminal, the Company will indemnify the individual for all liabilities
incurred in such capacity.
By-law 151 stipulates that each shareholder and the
Company agree to waive any claim or right of action against any director,
officer or committee member, in respect of any failure to act or any action
taken by such director, officer or committee member in the performance of
his duties with or for the Company. The waiver does not extend to claims,
rights of action arising from the fraud of the director, officer, committee
member or to recover any gain, personal profit or advantage to which such
individual is not legally entitled.
The By-laws permit the Company to advance the expenses
incurred in defending any civil or criminal action for which
indemnification is required against an undertaking of the indemnified party
to repay the amount advanced if it is ultimately determined that the
indemnified party is not entitled to be indemnified under the By-laws and
subject to a determination by the Board of Directors or, in specified
situations, independent legal counsel or a majority vote of the
shareholders, that indemnification would be proper in the circumstances.
There has not been in the past and there is not presently
pending any litigation or proceeding involving a director, officer,
employee or agent of the Company which could give rise to an
indemnification obligation on the part of the Company. In addition, except
as described herein, the Board of Directors is not aware of any threatened
litigation or proceeding which may result in a claim for indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Company's Memorandum of Association and Certificate of Name
Change(1)
4.2 Company's By-laws(1)
4.3 Rights Agreement between the Company and Continental
Transfer & Trust Company, as Rights Agent(1)
4.4 Form of Common Stock Certificate(1)
4.5 CoreComm Limited 1999 Stock Option Plan
5.1 Opinion of Appleby, Spurling & Kempe, special counsel to the
Company, regarding the legality of the Common Stock covered
by this Registration Statement
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Appleby, Spurling & Kempe (contained in the
opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney (included on the signature page of this
registration statement).
- -----------------
(1) Incorporated by reference from the Company's Registration Statement on
Form 10, File No. 0-24521.
ITEM 9. UNDERTAKINGS.
(a) The Company 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;
(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 by the Company
with the Commission pursuant to Rule 424(b) under the
Securities Act 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 information required to be included in a
post-effective amendment by those subparagraphs is contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities 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.
(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 Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on
February 8, 2000.
CORECOMM LIMITED
By: /s/ Richard J. Lubasch
-----------------------------------------------------
Richard J. Lubasch
Senior Vice President, General Counsel and Secretary
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard J. Lubasch as his
true and lawful attorney-in-fact, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities, to sign any amendments to this Registration
Statement (including any post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
/s/ J. Barclay Knapp President, Chief Executive February 8, 2000
- --------------------------------- Officer and Chief Financial
J. Barclay Knapp Officer (Principal Executive and
Financial Officer)
/s/ George S. Blumenthal Chairman of the Board February 8, 2000
- ---------------------------------
George S. Blumenthal
/s/ Gregg Gorelick Vice President-Controller and February 8, 2000
- --------------------------------- Treasurer (Principal Accounting
Gregg Gorelick Officer)
/s/ Sidney R. Knafel Director February 8, 2000
- ------------------------------------
Sidney R. Knafel
/s/ Ted H. McCourtney Director February 8, 2000
- --------------------------------
Ted H. McCourtney
/s/ Del Mintz Director February 8, 2000
- -------------------------------------
Del Mintz
/s/ Alan J. Patricof Director February 8, 2000
- -------------------------------------
Alan J. Patricof
/s/ Warren Potash Director February 8, 2000
- ------------------------------------
Warren Potash
</TABLE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Company's Memorandum of Association and Certificate of
Name Change(1)
4.2 Company's By-laws(1)
4.3 Rights Agreement between the Company and Continental
Transfer & Trust Company, as Rights Agent(1)
4.4 Form of Common Stock Certificate(1)
4.5 CoreComm Limited 1999 Stock Option Plan
5.1 Opinion of Appleby, Spurling & Kempe, special counsel to
the Company, regarding the legality of the Common Stock
covered by this Registration Statement
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Appleby, Spurling & Kempe (contained in the
opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney (included on the signature page of
this registration statement).
------------------
(1) Incorporated by reference from the Company's Registration Statement on
Form 10, File No. 0-24521.
EXHIBIT 5.1
OPINION OF APPLEBY, SPURLING & KEMPE,
SPECIAL COUNSEL TO THE COMPANY, REGARDING THE
LEGALITY OF THE COMMON STOCK BEING REGISTERED
APPLEBY SPURLING & KEMPE
Barristers & Attorneys
<TABLE>
<S> <C> <C>
Your Ref:
Cedar House, 41 Cedar Avenue, Hamilton HM
12, Bermuda Our Ref:
Mail: P.O. Box HM 1179, Hamilton HM EX, HG/cm/101380.3
Bermuda Direct Telephone: +441 298 3218
Telephone: 441 295 2244 Direct Fax: +441 298 3353
Fax: 441 292 8666/441 295 5328 Direct e-mail: [email protected]
e-mail: [email protected]
Website: www.ask.bm
</TABLE>
February 7, 2000
Securities and Exchange Commission
450 Fifth Avenue, NW
Washington, DC 20549
USA
Dear Sirs
CORECOMM LIMITED (THE "COMPANY") - REGISTRATION STATEMENT ON FORM S-8
We have acted as legal counsel in Bermuda to the Company in connection with
(i) the Registration Statement on Form S-8 (the "Registration Statement")
which the Company is filing to register (a) 5,625,000 shares of its common
stock, par value $0.01 per share (the "Common Stock"), under the Securities
Act of 1933, as amended (the "Securities Act"), issuable under The CoreComm
Limited 1999 Stock Option Plan (the "Plan") and (ii) the Stockholder Rights
Agreement, dated as of August 18, 1998, between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agreement"),
which provides for one right (the "Right") to purchase shares of the
Company's Series A Junior Participating Preferred Stock to be attached to
and issued with each share of Common Stock.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, we have examined and are familiar with
originals or copies of (i) the Memorandum of Association and Bye-laws of
the Company, (ii) resolutions of the Board of Directors of the Company
relating to the Plan and the Rights Agreement (collectively the
"Resolutions"), (iii) the Registration Statement, (iv) the Plan, (v) the
Rights Agreement and (vi) such other documents as we have deemed necessary
or appropriate as a basis for the opinions set forth below.
ASSUMPTIONS
In stating our opinion we have assumed:--
(1) the authenticity, accuracy and completeness of all documents
submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as
certified, conformed, notarized or photostatic copies;
(2) the genuineness of all signatures on the documents we have reviewed;
(3) the authority, capacity and power of each of the persons other than
the Company, signing the documents which we have reviewed;
(4) that any factual statements made in any of the Registration
Statement, the Rights Agreement and the Plan and any of the
exhibits thereto are true, accurate and complete in all respects
material to this opinion;
(5) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would be contravened by
the adoption, execution or delivery of the Plan or the Rights
Agreement or which would have any implication in relation to the
opinion expressed herein and that, in so far as any obligation
under, or action to be taken under, the Plan or the Rights
Agreement is required to be performed or taken in any
jurisdiction outside Bermuda, the performance of such obligation
or the taking of such action will constitute a valid and binding
obligation of each of the parties thereto under the laws of that
jurisdiction and will not be illegal by virtue of the laws of
that jurisdiction;
(6) that the Resolutions are in full force and
effect and have not been rescinded, either in
whole or in part, and accurately record the
resolutions passed by the Board of Directors of
the Company in a meeting which was duly convened
and at which a duly constituted quorum was
present and voting throughout.
(7) that the Rights Agent has no express or constructive knowledge
of any circumstance whereby any Director of the Company, when
the Board of Directors of the Company passed the Resolutions,
failed to discharge his fiduciary duty owed to the Company and
to act honestly and in good faith with a view to the best
interests of the Company;
(8) that the Company has entered into its obligations under the Plan
and Rights Agreement in good faith for the purpose of carrying
on its business and that, at the time it did so, there were
reasonable grounds for believing that the transactions
contemplated by the Plan and Rights Agreement would benefit the
Company;
(9) that when filed with the Securities and Exchange Commission the
Registration Statement will not differ in any material respect
from the draft which we have examined;
OPINIONS
Based upon and subject to the foregoing, and to the reservations set out
below, we are of the opinion that:
1. The shares of Common Stock, when duly issued and paid for under the
circumstances contemplated by the Registration Statement and in
accordance with the Resolutions and the Plan, will be validly issued,
fully paid and nonassessable.
2. The Rights, when issued in accordance with the Rights Agreement, will be
validly issued.
RESERVATIONS
We have the following reservations:-
(a) We express no opinion as to any law other than Bermuda law and
none of the opinions expressed herein relates to compliance with
or matters governed by the laws of any jurisdiction except
Bermuda. This opinion is limited to Bermuda law as applied by
the Courts of Bermuda at the date hereof.
(b) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully- paid shares of the company and
subject to any contrary provision in any agreement in
writing between such company and the holder of shares, that:
no shareholder shall be obliged to contribute further
amounts to the capital of the company, either in order to
complete payment for their shares, to satisfy claims of
creditors of the company, or otherwise; and no shareholder
shall be bound by an alteration of the Memorandum of
Association or Bye-Laws of the company after the date on
which he became a shareholder, if and so far as the
alteration requires him to take, or subscribe for additional
shares, or in any way increases his liability to contribute
to the share capital of, or otherwise to pay money to, the
company.
DISCLOSURE
This opinion is addressed to you in connection with the registration of
Common Stock and the associated Rights with the Securities and Exchange
Commission and is not to be made available to, or relied on by any other
person or entity, or for any other purpose, without our prior written
consent except as may be required by law or regulatory authority. Further,
this opinion speaks as of its date and is strictly limited to the matters
stated herein. We consent to the filing of this opinion as an exhibit to
the Registration Statement.
This opinion is governed by and is to be construed in accordance with
Bermuda law. It is given on the basis that it will not give rise to any
legal proceedings with respect thereto in any jurisdiction other than
Bermuda.
Yours faithfully
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
of CoreComm Limited for the registration of 5,625,000 shares of its Common
Stock (including Series A Junior Participating Preferred Stock Purchase
Rights) pertaining to the CoreComm Limited 1999 Stock Option Plan, of our
report dated February 26, 1999 (except for note 16, as to which the date is
September 2, 1999), with respect to the consolidated financial statements
of CoreComm Limited, included in the Registration Statement (Form S-3 No.
333-90113) filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
February 3, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
of CoreComm Limited for the registration of 5,625,000 shares of its Common
Stock (including Series A Junior Participating Preferred Stock Purchase
Rights) pertaining to the CoreComm Limited 1999 Stock Option Plan, of our
report dated February 26, 1999, with respect to the consolidated financial
statements of OCOM Corporation Telecoms Division, included in the
Registration Statement (Form S-3 No. 333-90113) filed with the Securities
and Exchange Commission.
Ernst & Young LLP
New York, New York
February 3, 2000
