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As filed with the Securities and Exchange Commission on July __, 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
______________________
Mediacom Communications Corporation
(Exact name of registrant as specified in its charter)
Delaware 06-1566067
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
100 Crystal Run Road
Middletown, New York 10941
(Address of registrant's principal executive offices)
______________________
MEDIACOM COMMUNICATIONS CORPORATION 1999 STOCK OPTION PLAN
(Full title of plan)
Rocco B. Commisso
Chairman and Chief Executive Officer
Mediacom Communications Corporation
100 Crystal Run Road
Middletown, New York 10941
(Name, address and telephone number of agent for service)
With a copy to:
Robert L. Winikoff, Esq.
Joseph H. Schmitt, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
Fax: (212) 755-2839
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==========================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Offering Registration
to be Registered be Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Class A common stock, $.01 par
value per share.............. 9,000,000 shares (1) $151,060,814 $39,880.05
==========================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee as follows: (i) in the
case of shares of Mediacom Communications Corporation Class A common stock,
par value $.01 ("Class A Common Stock") granted under the Mediacom
Communications Corporation 1999 Stock Option Plan, the fee is calculated on
the basis of the price at which such options may be exercised when vested:
2,812,350 options exercisable at $19.00 per share and 6,000 options
exercisable at $12.00 per share; and (ii) in the case of shares of Class A
Common Stock for which options have not yet been granted and the option
price is therefore unknown, the fee is calculated in accordance with Rule
457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Mediacom Communications Corporation (the
"Registrant") with the Securities and Exchange Commission are incorporated
herein by reference and made a part hereof:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000; and
(c) Registrant's Registration Statement on Form 8-A (File No. 0-29227)
containing a description of Registrant's Class A Common Stock, par
value $.01 per share (the "Common Stock").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all Common Stock
registered hereby has been sold or which deregisters such Common Stock then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"). Any statement contained in an
Incorporated Document 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 Incorporated Document 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 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Members of Cooperman Levitt Winikoff Lester & Newman, P.C., counsel to the
Registrant, beneficially own in the aggregate 53,250 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee of or agent to the Registrant. The
statute provides that it is not exclusive of other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. The Registrant's by-laws
provide for
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indemnification by the Registrant of any director or officer (as such term is
defined in the by-laws) of the Registrant who is or was a director of any of its
subsidiaries, or, at the request of the Registrant, is or was serving as a
director or officer of, or in any other capacity for, any other enterprise, to
the fullest extent permitted by law. The by-laws also provide that the
Registrant shall advance expenses to a director or officer and, if reimbursement
of such expenses is demanded in advance of the final disposition of the matter
with respect to which such demand is being made, upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it is
ultimately determined that the director or officer is not entitled to be
indemnified by the Registrant. To the extent authorized from time to time by the
board of directors of the Registrant, the Registrant may provide to any one or
more employees of the Registrant, one or more officers, employees and other
agents of any subsidiary or one or more directors, officers, employees and other
agents of any other enterprise, rights of indemnification and to receive payment
or reimbursement of expenses, including attorneys' fees, that are similar to the
rights conferred in the by-laws of the Registrant on directors and officers of
the Registrant or any subsidiary or other enterprise. The by-laws do not limit
the power of the Registrant or its board of directors to provide other
indemnification and expense reimbursement rights to directors, officers,
employees, agents and other persons otherwise than pursuant to the by-laws. The
Registrant intends to enter into agreements with certain directors, officers and
employees who are asked to serve in specified capacities at subsidiaries and
other entities.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's restated certificate of incorporation provides for
such limitation of liability.
The Registrant maintains policies of insurance under which its directors
and officers are insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with the defense of, and
certain liabilities which might be imposed as a result of, actions, suits or
proceedings to which they are parties by reason of being or having been such
directors or officers.
Item 7. Exemption From Registration Claimed.
Not Applicable
Item 8. Exhibits.
4 Mediacom Communications Corporation 1999 Stock Option Plan (1)
5 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(reference is made to Exhibit 5 herein)
________________
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(1) Filed as an exhibit to the Registration Statement on Form S-1 (File No.
333-90879) of the Registrant and incorporated herein by reference.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective
amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed 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 therein, 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 hereby which
remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement 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.
(c) 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 provisions of the restated
certificate of incorporation and by-laws of the Registrant and the
provisions of the Delaware law described under Item 6 above, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
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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 or paid
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
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, 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 Middletown, State of New York, on the 10th day of
July, 2000.
Mediacom Communications Corporation
By: /s/ Rocco B. Commisso
____________________________________________
Rocco B. Commisso, Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Rocco B. Commisso
_____________________________ Chairman and Chief Executive Officer (principal July 10, 2000
Rocco B. Commisso executive officer)
/s/ Mark E. Stephan
_____________________________ Senior Vice President, Chief Financial Officer, July 10, 2000
Mark E. Stephan Treasurer and Director (principal financial
officer and principal accounting officer)
/s/ William S. Morris III
_____________________________ Director July 10, 2000
William S. Morris III
/s/ Craig S. Mitchell
_____________________________ Director July 10, 2000
Craig S. Mitchell
/s/ Thomas V. Reifenheiser
_____________________________ Director July 10, 2000
Thomas V. Reifenheiser
/s/ Natale S. Ricciardi
_____________________________ Director July 10, 2000
Natale S. Ricciardi
/s/ Robert L. Winikoff
_____________________________ Director July 10, 2000
Robert L. Winikoff
</TABLE>
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