<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INSIGHT COMMUNICATIONS COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 4841 13-4053502
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
------------------------
126 EAST 56TH STREET
NEW YORK, NEW YORK 10022
(212) 371-2266
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
SIDNEY R. KNAFEL
CHAIRMAN OF THE BOARD
INSIGHT COMMUNICATIONS COMPANY, INC.
126 EAST 56TH STREET
NEW YORK, NEW YORK 10022
(212) 371-2266
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
Copies to:
ROBERT L. WINIKOFF, ESQ. PHILIP E. COVIELLO, ESQ.
ELLIOT E. BRECHER, ESQ. MARC D. JAFFE, ESQ.
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C. LATHAM & WATKINS
800 THIRD AVENUE 885 THIRD AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 688-7000 (212) 906-1200
FAX: (212) 755-2839 FAX: (212) 751-4864
------------------------
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, please 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 for the same offering. /x/ 333-78293
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
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par
value per share................ 2,875,000 $24.50 $70,437,500 $19,582
</TABLE>
(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee.
------------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by Insight Communications Company, Inc. with the
Securities and Exchange Commission (File No. 333-78293) pursuant to the
Securities Act of 1933, as amended, and declared effective on July 20, 1999 is
incorporated by reference into this Registration Statement.
1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-78293 are incorporated by reference into, and shall be deemed
part of, this registration statement, except for the following, which are filed
herewith.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------------------------------------------------------------------
<S> <C>
5.1 -- Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.,
including consent
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consents of KPMG LLP
23.3 -- Consent of PricewaterhouseCoopers LLP
23.4 -- Consent of Arthur Andersen LLP
23.5 -- Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(included in Exhibit 5.1)
</TABLE>
(B) FINANCIAL STATEMENT SCHEDULES
Not applicable.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, REGISTRANT 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 THE 20TH DAY OF JULY, 1999.
INSIGHT COMMUNICATIONS COMPANY, INC.
By: /s/ MICHAEL S. WILLNER
----------------------------------
Michael S. Willner
President
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- ---------- -------------
<S> <C> <C>
/s/ SIDNEY R. KNAFEL Chairman July 20, 1999
- -------------------------- of the
Sidney R. Knafel Board
/s/ MICHAEL S. WILLNER President, July 20, 1999
- -------------------------- Chief
Michael S. Willner Executive
Officer
and
Director
(Principal
Executive
Officer)
/s/ KIM D. KELLY Executive July 20, 1999
- -------------------------- Vice
Kim D. Kelly President,
Chief
Financial
and
Operating
Officer
and
Director
(Principal
Financial
and
Accounting
Officer)
</TABLE>
II-2
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.]
July 20, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have been requested by Insight Communications Company, Inc. (the
"Company"), a Delaware corporation, to furnish our opinion in connection with
the registration statement (the "Registration Statement") on Form S-1, with
respect to the registration of up to 2,875,000 shares (the "Shares") of the
Company's Class A Common Stock (the "Common Stock"), $.01 par value, which
amount includes 375,000 shares of Common Stock to cover any over-allotments.
We have made such examination as we have deemed necessary for the purpose
of this opinion. Based upon such examination, it is our opinion that the Shares
have been validly issued and are fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the Federal laws of the
United States of America, and the General Corporation Law of the State of
Delaware.
The opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purposes or relied upon
or furnished to any other person without our prior written consent.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
COOPERMAN LEVITT WINIKOFF LESTER &
NEWMAN, P.C.
By: ________/S/ ELLIOT BRECHER________
<PAGE>
Exhibit 23.1
We consent to the incorporation by reference in this registration
statement of our reports dated March 31, 1999 (except Note N, as to
which the date is July 20, 1999), pertaining to the financial statements
and schedule of Insight Communications Company, L.P. and our report
dated April 5, 1999 pertaining to the financial statements of Insight
Communications of Central Ohio, LLC included in the Registration
Statement (Form S-1 No. 333-78293 dated July 20, 1999) and related
Prospectus of Insight Communications Company, Inc. for the registration
of its Class A Common Stock.
/s/ Ernst & Young LLP
----------------------
Ernst & Young LLP
New York, New York
July 20, 1999
<PAGE>
Exhibit 23.2(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tele-Communications, Inc.
We consent to the incorporation by reference in the registration statement
(which is being filed pursuant to Rule 462(b)) on Form S-1 of Insight
Communications Company, Inc. of our report, dated March 5, 1999, relating to the
combined balance sheets of the TCI Insight Systems (as defined in Note 1 to the
combined financial statements) as of October 31, 1998 and December 31, 1997, and
the related combined statements of operations and parent's investment (deficit),
and cash flows for the ten-month period ended October 31, 1998 and for each of
the years in the two-year period ended December 31, 1997, which report appears
in the registration statement (No. 333-78293) on Form S-1, as amended (Amendment
No. 3).
KPMG LLP
Denver, Colorado
July 19, 1999
<PAGE>
Exhibit 23.2(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tele-Communications, Inc.
We consent to the incorporation by reference in the registration statement
(which is being filed pursuant to Rule 462(b)) on Form S-1 of Insight
Communications Company, Inc. of our report, dated May 7, 1999, relating to the
combined balance sheets of the TCI IPVI Systems (as defined in Note 1 to the
combined financial statements) as of April 30, 1998 and December 31, 1997, and
the related combined statements of operations and parent's investment (deficit),
and cash flows for the four-month period ended April 30, 1998 and for each of
the years in the two-year period ended December 31, 1997, which report appears
in the registration statement (No. 333-78293) on Form S-1, as amended (Amendment
No. 3).
KPMG LLP
Denver, Colorado
July 19, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1, of our report dated March 26, 1999 relating to the
consolidated financial statements of InterMedia Capital Partners VI, L.P., which
appears in Registration Statement on Form S-1 filed by Insight Communications
Company, Inc. with the Securities and Exchange Commission (File No. 333-78293).
We also consent to the references to us under the headings "Experts" in such
Registration Statement.
/S/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Francisco, California
July 20, 1999
<PAGE>
ARTHUR ANDERSEN LLP
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 17, 1998
pertaining to the financial statements of Central Ohio Cable System Operations
Unit as of December 31, 1997 and for the two years then ended included in the
Form S-1 filed by Insight Communications Company, Inc. (File No. 333-78293) and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Columbus, Ohio,
July 13, 1999.
