As filed with the Securities and Exchange Commission on September 29, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CORECOMM LIMITED
(Exact name of registrant as specified in its charter)
DELAWARE 4812 23-3032245
(State or other jurisdiction (Primary Standard (IRS Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
-----------------------------------------
110 East 59th Street, 26th Floor
New York, New York 10022
(212) 906-8440
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
CoreComm Limited 1998 Stock Option Plan
CoreComm Limited 1999 Stock Option Plan
CoreComm Limited 2000 Stock Option Plan
CoreComm Limited 2000 Special Stock Option Plan
CoreComm Limited 2000 Special ATX Stock Option Plan
CoreComm Limited 2000 Special Voyager Stock Option Plan
(Full title of plans)
Richard J. Lubasch
Senior Vice President, General Counsel and Secretary
CoreComm Limited
110 East 59th Street, 26th Floor
New York, New York 10022
(Name and address of agent for service)
(212) 906-8440
(Telephone number, including area code, of agent for service)
--------------------
COPY TO:
Kenneth M. Schneider, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================== ===================== ===================== ==================== ========================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee
------------------------------------- --------------------- --------------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share (including the 37,705,000 shares (1) $8.5625 (2) $322,849,062.50 $85,232.15
associated rights to purchase
Series C Junior Participating
Preferred Stock, par value $0.01
per share)
------------------------------------- --------------------- --------------------- -------------------- ------------------------
</TABLE>
(1) Represents 13,500,000 shares and rights reserved for issuance under the
CoreComm Limited 1998 Stock Option Plan, 5,625,000 shares and rights
reserved for issuance under the CoreComm Limited 1999 Stock Option
Plan, 8,000,000 shares and rights reserved for issuance under the
CoreComm Limited 2000 Stock Option Plan, 2,880,000 shares and rights
reserved for issuance under the CoreComm Limited 2000 Special Stock
Option Plan, a maximum of 4,500,000 shares and rights reserved for
issuance under the CoreComm Limited 2000 Special ATX Stock Option Plan
and a maximum of 3,200,000 shares and rights reserved for issuance
under the CoreComm Limited 2000 Special Voyager Stock Option Plan.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h) of the Securities Act of 1933
and based on the average of the high and low prices of CoreComm
Limited's common shares, par value $0.01 per share, reported on the
Nasdaq National Market on September 26, 2000.
<PAGE>
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by CoreComm
Limited (the "Company") to participants in each of (i) the CoreComm Limited 1998
Stock Option Plan, (ii) the CoreComm Limited 1999 Stock Option Plan, (iii) the
CoreComm Limited 2000 Stock Option Plan, (iv) the CoreComm Limited 2000 Special
Stock Option Plan, (v) the CoreComm Limited 2000 Special ATX Stock Option Plan
and (vi) the CoreComm Limited 2000 Special Voyager Stock Option Plan
(collectively, the "Plans"), as required by Rule 428 under the Securities Act of
1933 has been prepared in accordance with the requirements of Form S-8 under the
Securities Act and relates to shares of common stock of the Company, par value
$0.01 per share (the "Common Stock"), and the associated rights (the "Rights")
to purchase Series C Junior Participating Preferred Stock of the Company, par
value $0.01 per share, reserved for issuance pursuant to the Plans. The
information related to each Plan required in the Section 10(a) prospectus is
included in documents being maintained and delivered by the Company as required
by Rule 428 under the Securities Act. The Company will provide to participants
in the Plans a written statement advising them of the availability, without
charge, upon written or oral request, of documents incorporated by reference
herein, as is required by Item 2 of Part I of Form S-8.
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<PAGE>
PART I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed in the Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed in the Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference:
1. The Company's Proxy Statement and Prospectus, dated August
21, 2000 and supplemented on September 12, 2000, relating to the Company's
Registration Statement on Form S-4 (Registration No. 333-44028) (the "Form S-4
Registration Statement"), which was declared effective on August 21, 2000; and
2. The Company's Registration Statement on Form 8-A, dated
September 29, 2000, filed pursuant to section 12(g) of the Securities Exchange
Act of 1934 (the "Exchange Act"), which contains a description of the Common
Stock and the Rights.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
registered pursuant to this Registration Statement have been sold or which
deregister all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be 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
documents which also is or is deemed to be incorporated by reference herein
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 hereof.
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<PAGE>
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 authorizes
a corporation to indemnify its directors, officers, employees and agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement reasonably incurred, including liabilities under the Securities Act,
provided they act in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, although in the case of
proceedings brought by or on behalf of the corporation, such indemnification is
limited to expenses and is not permitted if the individual is adjudged liable to
the corporation (unless the court determines otherwise). The Company's
Certificate of Incorporation and Bylaws require it to indemnify its officers and
directors to the full extent permitted by Delaware law.
Section 102 of the Delaware General Corporation Law authorizes
a corporation to limit or eliminate its directors' liability to the corporation
or its stockholders for monetary damages for breaches of fiduciary duties, other
than for (i) breaches of the duty of loyalty, (ii) acts or omissions not in good
faith or that involve intentional misconduct or knowing violations of law, (iii)
unlawful payments of dividends, stock purchases or redemptions, or (iv)
transactions from which a director derives an improper personal benefit. The
Company's Certificate of Incorporation contains provisions limiting the
liability of the directors to the Company and to its stockholders to the full
extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law authorizes
a corporation to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such. The Company's Certificate
of Incorporation and Bylaws provide that the Company may, to the full extent
permitted by law, purchase and maintain insurance on behalf of any director,
officer, employee or agent of the Company against any liability that may be
asserted against him or her, and the Company currently maintains such insurance.
The Company will obtain liability insurance covering its directors and officers
for claims asserted against them or incurred by them in such capacity, including
claims brought under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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<PAGE>
ITEM 8. EXHIBITS
The Exhibit Index is hereby incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(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 of 1933;
(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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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 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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
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<PAGE>
(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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, that is incorporated by reference
in this 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, 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 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 Act and
will be governed by the final adjudication of such issue.
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<PAGE>
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 New York, State of New York, on September 29,
2000.
CORECOMM LIMITED
By: /s/ Richard J. Lubasch
--------------------------------------------
Richard J. Lubasch
Senior Vice President, General Counsel and
Secretary
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints George S. Blumenthal and
Richard J. Lubasch such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities (until revoked in
writing), to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same with all exhibits thereto,
and the other documents in connection therewith, with the Securities and
Exchange Commission, 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
things requisite and necessary to be done, as fully to all intents and purposes
as such person 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,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George S. Blumenthal Chairman Of the Board of September 29, 2000
----------------------------- Directors
George S. Blumenthal
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Barclay Knapp President, Chief Executive September 29, 2000
----------------------------- Officer, Chief Financial
Barclay Knapp Officer and Director
(Principal Executive and
Financial Officer)
/s/ Gregg N. Gorelick Vice President - September 29, 2000
----------------------------- Controller and
Gregg N. Gorelick Treasurer
/s/ Alan J. Patricof Director September 29, 2000
-----------------------------
Alan J. Patricof
/s/ Warren Potash Director September 29, 2000
-----------------------------
Warren Potash
/s/ Ted H. McCourtney Director September 29, 2000
-----------------------------
Ted H. McCourtney
/s/ Del Mintz Director September 29, 2000
-----------------------------
Del Mintz
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<PAGE>
Exhibit Index
Exhibit Description
------- -----------
4.1 Specimen common stock certificate (Incorporated by reference
to Exhibit 4.1 to the Form S-4 Registration Statement)
4.2 Rights Agreement between The Company and Continental Stock
Transfer and Trust Company, dated as of September 29, 2000,
including a form of Rights Certificate (Incorporated by
reference to Exhibit 4.3 to the Company's Registration
Statement on Form 8-A, dated September 29, 2000).
4.3 Form of Restated Certificate of Incorporation of the Company
(to be effective immediately upon the consummation of the
offering described in the Form S-4 Registration Statement)
(Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A, dated September 29, 2000).
4.4 Form of Restated Bylaws of the Company (to be effective
immediately upon the consummation of the offering described in
the Form S-4 Registration Statement) (Incorporated by
reference to Exhibit 3.4 to the Form S-4 Registration
Statement)
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
to the Company, regarding the legality of the common stock
being registered.
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
to the Company (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Ernst & Young LLP.
23.5 Consent of KPMG LLP.
23.6 Consent of Deloitte & Touche LLP.
23.7 Consent of PricewaterhouseCoopers LLP.
23.8 Consent BDO Seidman, LLP
23.9 Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP.
23.10 Consent of Goodwin, Proctor & Hoar LLP.
24.1 Powers of Attorney (included on signature page).
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