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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CLASSIC COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 4841 74-2630019
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
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515 CONGRESS AVENUE, SUITE 2626, AUSTIN, TX 78701
(512) 476-9095
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------------
J. MERRITT BELISLE
CHIEF EXECUTIVE OFFICER
515 CONGRESS AVENUE, SUITE 2626
AUSTIN, TX 78701
(512) 476-9095
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------------
COPIES TO:
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PETER C. KRUPP KIRK A. DAVENPORT
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) LATHAM & WATKINS
333 WEST WACKER DRIVE 885 THIRD AVENUE
CHICAGO, IL 60606 NEW YORK, NEW YORK 10022
(312) 407-0700 (212) 906-1284
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number for the same offering. [X] 333-89295
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1) FEE
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Class A Common Stock, par value $0.01 per share............................ $35,937,500 $9,488
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
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EXPLANATORY NOTE
This registration statement is being filed by Classic Communications, Inc.
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
includes the registration statement facing page, this page, the signature page,
an exhibit index, an opinion of counsel regarding the legality of the
registrant's Class A Common Stock being offered hereby and a related consent,
and accountants' consents. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-1 (File No. 333-89295), as amended, of the
registrant, including the exhibits and the power of attorney thereto, are
incorporated by reference into this registration statement. This registration
statement covers the registration of an aggregate of $35,937,500 of Class A
Common Stock of the registrant.
CERTIFICATION
The registrant hereby certifies to the Securities and Exchange Commission
that (i) it has instructed its bank to pay the SEC the filing fee set forth on
the cover page of this registration statement by a wire transfer of such amount
to the SEC's account at Mellon Bank as soon as practicable (but no later than
the close of business on December 8, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than December 8,
1999.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, hereunto duly authorized, in the City of Austin,
State of Texas, on December 8, 1999.
CLASSIC COMMUNICATIONS, INC.
By: /s/ STEVEN E. SEACH
--------------------------------------------
Name: Steven E. Seach
Title: President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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* Chairman of the Board December 8, 1999
- ---------------------------------------
Alberto Cribiore
* Chief Executive Officer and
- --------------------------------------- Director (Principal
J. Merritt Belisle Executive Officer) December 8, 1999
/s/ STEVEN E. SEACH President and Chief Financial
- --------------------------------------- Officer and Director (Principal
Steven E. Seach Financial Officer and Principal
Accounting Officer) December 8, 1999
* Director December 8, 1999
- ---------------------------------------
Lisa A. Hook
* Director December 8, 1999
- ---------------------------------------
David Webb
* Director December 8, 1999
- ---------------------------------------
Martin Payson
*By: /s/ STEVEN E. SEACH
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Steven E. Seach
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S-1
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois)
regarding the validity of the Class A Common Stock.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(included in Exhibit 5.1).
24.1* Powers of Attorney (included as part of signature page to
the registration statement on Form S-1 of the registrant
(file no. 333-89295) and incorporated by reference herein).
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* Previously filed.
<PAGE> 1
Exhibit 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom (Illinois)]
December 8, 1999
Classic Communications, Inc.
515 Congress Avenue
Suite 2626
Austin, TX 78701
Re: Classic Communications, Inc. -
Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as special counsel to Classic Communications,
Inc., a Delaware corporation (the "Company"), in connection with the initial
public offering of the Company's Class A Voting Common Stock, par value $0.01
per share (the "Class A Common Stock"), and the preparation and filing of a
registration statement on Form S-1 pursuant to Rule 462(b) (the "Rule 462(b)
Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), which the Company is filing with the Securities and Exchange
Commission (the "Commission") on the date hereof with respect to the Shares (as
defined below). All of the 1,150,000 shares of Class A Common Stock (the
"Shares") being registered under the Securities Act pursuant to the Rule 462(b)
Registration Statement are to be offered by certain stockholders of the Company
(the "Selling Stockholders").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the Rule
462(b) Registration Statement and the Registration Statement on Form S-1 (File
No. 333-89295) as filed with the Commission on October 19, 1999, Amendment
No. 1
<PAGE> 2
Classic Communications, Inc.
December 8, 1999
Page 2
thereto, as filed with the Commission on November 15, 1999, and Amendment No. 2
thereto, as filed with the Commission on December 7, 1999 (such Registration
Statement, as so amended, being hereinafter referred to as the "Registration
Statement"); (ii) the form of underwriting agreement (the "Underwriting
Agreement") proposed to be entered into by and among the Company and the Selling
Stockholders and Goldman Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation, as
representatives of the several underwriters named therein (the "Underwriters"),
filed as an exhibit to the Registration Statement; (iii) the Form of Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation") and
the Amended and Restated Bylaws (the "Bylaws") of the Company proposed to be
adopted and filed as exhibits to the Registration Statement; (iv) a specimen
certificate representing the Class A Common Stock; (v) a certificate, dated as
of December 8, 1999, from the Secretary of the Company; and (vi) the stock
ledger of the Company. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties, other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the practice of law in the
State of Illinois, and we do not express any opinion as to the laws of any other
jurisdiction, other than the Delaware General Corporation Law.
<PAGE> 3
Classic Communications, Inc.
December 8, 1999
Page 3
Based upon and subject to the foregoing, we are of the opinion
that when: (i) the Rule 462(b) Registration Statement becomes effective; (ii)
the Under writing Agreement has been duly executed and delivered; (iii) the
Certificate of Incorporation and Bylaws become effective; (iv) the Selling
Stockholders convert shares of Class B Voting Common Stock, par value $.01 per
share, of the Company and Nonvoting Common Stock, par value $.01 per share, of
the Company into the Shares pursuant to the Certificate of Incorporation; and
(v) certificates representing the Shares in the form of the specimen certificate
examined by us have been manu ally signed by an authorized officer of the
transfer agent and registrar for the Class A Common Stock and registered by such
transfer agent and registrar, and duly delivered upon payment by the
Underwriters of the agreed upon consideration as contemplated by the
Underwriting Agreement, the Shares will be validly issued and, to our knowledge,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Rule 462(b) Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom (Illinois)
<PAGE> 1
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-1) of Classic Communications, Inc. for the registration of shares of
its common stock of our report dated March 30, 1999 (insofar as it relates to
the statements of operations, stockholders' equity (deficit) and cash flows
for the year ended December 31, 1996) included in the Registration Statement
(Form S-1 No. 333-89295) and related Prospectus of Classic Communications, Inc.
for the registration of shares of its common stock as filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Austin, Texas
December 6, 1999
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EXHIBIT 23.2
IDEPENDENT AUDITORS' CONSENT
The Board of Directors
Buford Group, Inc.:
We consent to the use of our report incorporated by reference herein.
/s/ KPMG LLP
Dallas, Texas
December 8, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1
pursuant to Rule 462(b) of our reports dated October 14, 1999 relating to the
financial statements and financial statement schedule listed in the Index at
item 16(b) of Classic Communications. Inc., which appear in the Registration
Statement on Form S-1 (Registration No. 333-89295). We also consent to the
reference to us under the heading "Experts" and "Selected Historical
Consolidated Financial Data-Classic Communications, Inc." in the Registration
Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Austin, Texas
December 8, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1
pursuant to Rule 462(b) of our report dated July 26, 1999 relating to the
financial statements of Star Cable Associates, which appear in the Registration
Statement on Form S-1 (Registration No. 333-89295). We also consent to the
reference to us under the heading "Experts" in the Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Pittsburgh, PA
December 8, 1999
