<PAGE> 1
As filed with the Securities and Exchange Commission on May 9, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHARTER COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 43-1857213
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
12444 POWERSCOURT DRIVE
SUITE 100
ST. LOUIS, MISSOURI 63131
(Address of Principal Executive Offices)
THE CHARTER COMMUNICATIONS OPTION PLAN
(Full title of the plan)
CURTIS S. SHAW
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CHARTER COMMUNICATIONS, INC.
12444 POWERSCOURT DRIVE
SUITE 100
ST. LOUIS, MISSOURI 63131
(Name and Address of Agent for Service)
(314) 965-0555
(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
LEIGH P. RYAN, ESQ. ALVIN G. SEGEL, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP IRELL & MANELLA, LLP
399 PARK AVENUE 1800 AVENUE OF THE STARS, SUITE 900
NEW YORK, NEW YORK 10022 LOS ANGELES, CALIFORNIA 90067
(212) 318-6000 (310) 277-1010
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Amount to be Maximum Offering Aggregate Amount of
Title of Securities to be Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 25,009,798(2) $ $ $120,520.11
Common Stock, par value $0.001 7,044,127(3) $ $ $ 37,192.99
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 as follows:
(i) in the case of shares of Charter Communications, Inc. Class A common
stock, par value $0.001 ("Class A Common Stock") to be issued in exchange
for Charter Communications Holding Company, LLC membership units
("Membership Units") purchased upon exercise of outstanding options
granted under the option plan of Charter Communications Holding Company,
LLC, as amended (the
<PAGE> 2
"Option Plan"), the fee is calculated on the basis of the price at which
the options may be exercised when vested: 8,349,581 options exercisable at
$20.00 per share; 388,600 options exercisable at $20.73 per share;
4,507,800 options exercisable at $19.00 per share; 5,577,800 options
exercisable at $19.4688 per share; 1,800,000 options exercisable at
$15.0313 per share); and (ii) in the case of shares of Class A Common
Stock for which no Membership Units could be exchanged because options
have not yet been granted and the option price is therefore unknown, the
fee is calculated on the basis of the average of the high and low sale
prices per share of Class A Common Stock as quoted on the Nasdaq National
Market on May 5, 2000 (within 5 business days prior to filing this
Registration Statement).
(2) Represents the aggregate number of shares of Class A Common Stock which
may be issued upon the exchange of Membership Units issued upon the
exercise of options which have been granted and/or may hereafter be
granted under the Option Plan.
(3) Represents the number of shares of Class A Common Stock issuable in
exchange for Membership Units issued upon the exercise of options granted
to the President and Chief Executive Officer of the registrant pursuant to
an employment agreement with the registrant and a related agreement with a
subsidiary of the registrant.
EXPLANATORY NOTE
Charter Communications Holdings, LLC, a subsidiary of the registrant,
adopted the Option Plan on February 9, 1999. The Option Plan was assumed by
Charter Communications Holding Company, LLC ("Charter Communications Holding
Company") on May 25, 1999 and the name of the Option Plan was changed in March
2000 to The Charter Communications Option Plan. Upon exercise of an option
issued under the Option Plan, an option holder receives one Charter
Communications Holding Company Membership Unit which is, under the terms of the
Option Plan, automatically exchanged for one share of Class A Common Stock of
the registrant. This registration statement is intended to register shares of
Class A Common Stock to be issued upon the exchange of Membership Units sold
pursuant to the Option Plan.
In addition, the President and Chief Executive Officer of the
registrant is a party to an employment agreement with the registrant and a
related agreement with Charter Communications Holding Company. These agreements
provide for a grant of options to the President and Chief Executive Officer to
purchase Membership Units and for the automatic exchange of these units for
shares of Class A Common Stock of the registrant on a one-for-one basis. This
registration statement is intended to register shares of Class A Common Stock to
be issued upon the exchange of such Membership Units.
Pursuant to the Note to Part I of Form S-8, the plan information
specified by Part I of Form S-8 to be contained in a Section 10(a) prospectus
has been or will be distributed to each optionee described above and is not
being filed with the Securities and Exchange Commission. Part II contains
"Information Required in the Registration Statement" pursuant to Part II of Form
S-8.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following information filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
1) The registrant's Annual Report filed on Form 10-K on
March 30, 2000.
2) The description of the Class A Common Stock contained in
the registrant's final prospectus filed pursuant to Rule
424(b)(3) on November 9, 1999, pursuant to the
Securities Act of 1933, as amended (the "Securities
Act").
Any statement contained in a document 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 or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement. In addition, all documents
filed by the registrant with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law.
The registrant's certificate of incorporation provides that a
director of the registrant shall not be personally liable to the registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability: (i) for any breach of the directors' duty of
loyalty to the registrant or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the
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Delaware General Corporation law; or (iv) for any transaction from which the
director derived an improper personal benefit.
The registrant's bylaws require the registrant, to the fullest
extent authorized by the Delaware General Corporation Law, to indemnify any
person who was or is made a party or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding by reason of the fact that
he is or was a director or officer of the registrant or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise, in each case, against all expense, liability and loss
(including attorneys' fees, judgments, amounts paid in settlement, fines, ERISA
excise taxes or penalties) reasonably incurred or suffered by such person in
connection therewith.
The registrant has entered into agreements to indemnify Jerald L.
Kent, the President and Chief Executive Officer of the registrant, and Howard L.
Wood, a member of the Board of Directors of the registrant, against claims,
damages, liabilities, losses or expenses incurred or suffered by either of them
in connection with or arising out of their performance of their respective
duties as an officer or director of the registrant.
The registrant has obtained directors' and officers' liability
insurance policies that are intended to insure such person against certain
liabilities incurred in their respective capacities as directors and officers of
the registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The exhibits filed as part of this registration statement are as
follows:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Charter Communications Holdings, LLC 1999 Option Plan(1)
4.1(a) Amendment No. 1 to the Charter Communications Holdings, LLC 1999
Option Plan(2)
4.1(b) Amendment No. 2 to the Charter Communications Holdings, LLC 1999
Option Plan(3)
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
exhibit 5.1 of this Registration Statement)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the signature page of this
registration statement)
</TABLE>
(1) Incorporated by reference to Amendment No. 4 to the registration
statement on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on July
22, 1999 (File No. 333-77499)
(2) Incorporated by reference to Amendment No. 4 to the registrant's
registration statement on Form S-1 filed on November 1, 1999 (File
No. 333-83887)
(3) Incorporated by reference to the registrant's Annual Report on Form
10-K filed on March 30, 2000
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. (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 the 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 the
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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the commission
pursuant to Rule 424(b) 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
the effective registration statement;
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<PAGE> 6
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the registrant 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 herein, 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 registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant'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 the 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
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
registrant of expenses incurred by a director, officer or controlling person of
the registrant 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 registrant 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 St. Louis, State of Missouri, on May 9, 2000.
CHARTER COMMUNICATIONS, INC.,
registrant
By: /s/ CURTIS S. SHAW
---------------------------------
Name: CURTIS S. SHAW
Title: Senior Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Curtis S. Shaw, with full power to act as
his true and lawful attorney-in-fact and agent or agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to the registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission and any other regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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/ PAUL G. ALLEN Chairman of the Board of Directors May 9, 2000
- --------------------
PAUL G. ALLEN
/s/ WILLIAM D. SAVOY Director May 9, 2000
- --------------------
WILLIAM D. SAVOY
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ JERALD L. KENT President, Chief Executive Officer and May 9, 2000
- ----------------------- Director (Principal Executive Officer)
JERALD L. KENT
/S/ KENT D. KALKWARF Senior Vice President and Chief Financial May 9, 2000
- ----------------------- Officer (Principal Financial Officer
KENT D. KALKWARF and Principal Accounting Officer
/s/ MARK B. NATHANSON Director May 9, 2000
- -----------------------
MARC B. NATHANSON
/S/ RONALD L. NELSON Director May 4, 2000
- -----------------------
RONALD L. NELSON
/s/ NANCY B. PERETSMAN Director May 9, 2000
- -----------------------
NANCY B. PERETSMAN
/s/ HOWARD L. WOOD Director May 9, 2000
- -----------------------
HOWARD L. WOOD
</TABLE>
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<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Charter Communications Holdings, LLC, 1999 Option Plan (1)
4.1(a) Amendment No. 1 to the Charter Communications Holdings, LLC 1999
Option Plan (2)
4.1(b) Amendment No. 2 to the Charter Communications Holdings, LLC 1999
Option Plan(3)
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
exhibit 5.1 of this registration statement)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
(1) Incorporated by reference to Amendment No. 4 to the registration
statement on Form S-4 of Charter Communications Holdings, LLC and
Charter Communications Holdings Capital Corporation filed on July
22, 1999 (File No. 333-77499)
(2) Incorporated by reference to Amendment No. 4 to the registrant's
registration statement on Form S-1 filed on November 1, 1999 (File
No. 333-83887)
(3) Incorporated by reference to the registrant's Annual Report on Form
10-K filed on March 30, 2000
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<PAGE> 1
Exhibit 5.1
May 9, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel for Charter Communications, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offer by the
Company of (a) up to 25,009,798 additional shares of the Company's Class A
Common Stock pursuant to the 1999 Charter Communications Holdings, LLC Option
Plan (the "Plan") and (b) 7,044,127 additional shares pursuant to the terms of
an agreement (the "Agreement") between the Company and the Company's President
and Chief Executive Officer (such shares, together with the shares referred to
in clause (a) above, the "Shares"). We have examined such documents, records and
matters of law as we have deemed necessary for purposes of this opinion.
Based upon the foregoing, it is our opinion that the Shares, when
issued to participants in accordance with the Plan or the Agreement, as the case
may be, will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares issued pursuant to the Plan and the Agreement under the Securities
Act of 1933.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker, LLP
<PAGE> 1
EXHIBIT 23.2
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 March 2, 2000,
included in Charter Communications, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, and to all references to our firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
May 9, 2000
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 dated May 9, 2000) pertaining to the Option Plan of Charter Communications,
Inc. of our report dated January 28, 2000, with respect to the combined
financial statements of Fanch Cable Systems Sold to Charter Communications, Inc.
(comprised of components of TWFanch-one Co., components of TWFanch-two Co., Mark
Twain Cablevision, North Texas Cablevision LTD., Post Cablevision of Texas L.P.,
Spring Green Communications L.P., Fanch Narragansett CSI L.P., Cable Systems
Inc., ARH, and Tioga) included in the Annual Report (Form 10-K) of Charter
Communications, Inc. for the year ended December 31, 1999.
We consent to the incorporation by reference in the Registration Statement (Form
S-8 dated May 9, 2000) pertaining to the Option Plan of Charter Communications,
Inc. of our report dated February 11, 2000, with respect to the consolidated
financial statements of Charter Communications VI Operating Company, LLC
included in the Annual Report (Form 10-K) of Charter Communications, Inc. for
the year ended December 31, 1999.
/s/ ERNST & YOUNG LLP
Denver, Colorado
May 8, 2000
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 dated May 9, 2000) pertaining to the Option Plan of Charter Communications,
Inc. of our report dated March 2, 2000, with respect to the consolidated
financial statements of Falcon Communications, L.P. included in the Annual
Report (Form 10-K) of Charter Communications, Inc. for the year ended December
31, 1999.
We consent to the incorporation by reference in the Registration Statement (Form
S-8 dated May 9, 2000) pertaining to the Option Plan of Charter Communications,
Inc. of our report dated March 2, 2000, with respect to the combined financial
statements of CC VII Holdings, LLC - Falcon Systems included in the Annual
Report (Form 10-K) of Charter Communications, Inc. for the year ended December
31, 1999.
/s/ ERNST & YOUNG LLP
Los Angeles, California
May 9, 2000
