AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 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
CORECOMM LIMITED
(Exact Name of Registrant as Specified in its Charter)
BERMUDA NOT APPLICABLE
- ------------------------------- -----------------------------------
(State or other Jurisdiction of (I.R.S. Employer Identification No.
Incorporation or Organization)
CEDAR HOUSE, 41 CEDAR AVENUE, HAMILTON, BERMUDA 10022
(Address of Principal Executive Offices; Zip Code)
CORECOMM LIMITED 1998
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
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount Of
Title Of Securities Amount To Be Offering Price Per Aggregate Offering Registration
To Be Registered Registered (1) Share(2)(3) Price(3) Fee(4)
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Common Stock, par value (6) 4,500,000 $38.04 $171,175,781 $45,190,541
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights)(5)
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(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 1998
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 2, 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.
EXPLANATORY NOTE
This registration statement is being filed by the registrant,
CoreComm Limited, a Bermuda corporation, to register 4,500,000 additional
shares of CoreComm's common stock, par value $0.01 per share (including
Series A Junior Participating Preferred Stock Purchase Rights) in
connection with the CoreComm Limited 1998 Stock Option Plan. 9,000,000
shares of the common stock previously offered in connection with the plan
were registered in a Registration Statement on Form S-8, (File No.
333-75027) dated March 25, 1999. The contents of the earlier registration
statement are hereby incorporated by reference in this Registration
Statement. Additionally, the following documents, which have been filed by
CoreComm with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, are incorporated by reference
in this registration statement as of their respective dates:
(1) The Company's Quarterly Reports on Form 10-Q for the quarters
ended:
March 31, 1999, dated May 17, 1999;
June 30, 1999, dated August 16, 1999;
and September 30, 1999, dated November
12, 1999;
(2) The Company's Current Reports on Form 8-K, dated:
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.
(3) The Company's Proxy Statement on Schedule 14A, dated April
28, 1999.
All documents subsequently filed by CoreComm 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 in this registration
statement and to be a part of this registration statement from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement 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 8. EXHIBITS.
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 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).
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
this fourth day of February, 2000.
CORECOMM LIMITED
By: /s/ Richard J. Lubasch
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Richard J. Lubasch
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.
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Name Title Date
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/s/ J. Barclay Knapp President, Chief Executive February 4, 2000
- --------------------------------- Officer and Chief Financial
J. Barclay Knapp Officer (Principal Executive and
Financial Officer)
/s/ George S. Blumenthal Chairman of the Board February 4, 2000
- ---------------------------------
George S. Blumenthal
/s/ Gregg Gorelick Vice President-Controller and February 4, 2000
- ---------------------------------- Treasurer (Principal Accounting
Gregg Gorelick Officer)
/s/ Sidney R. Knafel Director February 4, 2000
- ---------------------------------
Sidney R. Knafel
/s/ Ted H. McCourtney Director February 4, 2000
- ---------------------------------
Ted H. McCourtney
Director
- ---------------------------------
Del Mintz
/s/ Alan J. Patricof Director February 4, 2000
- ---------------------------------
Alan J. Patricof
/s/ Warren Potash Director February 4, 2000
- ---------------------------------
Warren Potash
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5.1 Opinion of Appleby, Spurling & Kempe, special
counsel to the Company, regarding the legality
of the common stock being registered.
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).
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
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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
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February 3, 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) 3,000,000 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 1998 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) an officer's certificate and 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
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In stating our opinion we have assumed:--
(a) 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;
(b) the genuineness of all signatures on the documents we have
reviewed;
(c) the authority, capacity and power of each of the persons other
than the Company, signing the documents which we have reviewed;
(d) 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;
(e) 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;
(f) 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.
(g) 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;
(h) 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;
(i) 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
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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
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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 4,500,000 shares of its Common
Stock (including Series A Junior Participating Preferred Stock Purchase
Rights) pertaining to the CoreComm Limited 1998 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 4,500,000 shares of its Common
Stock (including Series A Junior Participating Preferred Stock Purchase
Rights) pertaining to the CoreComm Limited 1998 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
