<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------
Insight Communications Company, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 13-4053502
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
126 East 56th Street
New York, New York 10022
(Address principal executive offices) (Zip Code)
----------------------
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-78293
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each
Title of each class to be registered class is to be registered
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Class A common stock, par value $0.01 per share
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Class A common stock, par value $0.01 per share
(the "Common Stock"), of Insight Communications Company, Inc. (the "Registrant")
will be contained in a prospectus, constituting part of the Registrant's
Registration Statement on Form S-1 (File No. 333-78293) relating to the Common
Stock, to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (such prospectus as filed pursuant to Rule 424(b), the "Prospectus").
The description of the Common Stock contained in the Prospectus is hereby
incorporated by reference into this Form 8-A.
ITEM 2. EXHIBITS.
Exhibit Number Description
- -------------- -----------
3.1 Restated Certificate of Incorporation of the Registrant*
3.2 By-Laws of the Registrant*
4.1 Specimen of Certificate representing the Common Stock*
* Denotes document filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 333-78293) and incorporated herein by
reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Insight Communication Company, Inc.
By: /s/ Kim D. Kelly
-------------------------------------------
Kim D. Kelly
Executive Vice President and Chief
Operating and Financial Officer
Date: July 12, 1999
