As filed with the Securities and Exchange Commission on August 14, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cox Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 58-2112281
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1400 Lake Hearn Drive 30319
Atlanta, Georgia (Zip Code)
(Address of Principal Executive Offices)
COX COMMUNICATIONS, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
DOW, LOHNES & ALBERTSON
Counsel
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036
(Name and Address of agent for service)
Telephone number of agent for service:
(202) 776-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------ --------------------- ------------------------ --------------------- -----------------------
Title Of Security Amount Being Proposed Maximum Proposed Maximum Amount Of
Being Registered Registered* Offering Price Per Aggregate Offering Registration Fee
Share(**) Price(**)
------------------------ --------------------- ------------------------ --------------------- -----------------------
------------------------ --------------------- ------------------------ --------------------- -----------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 2,000,000 $31.81 $63,625,000 $16,797
$.01 Par Value
------------------------ --------------------- ------------------------ --------------------- -----------------------
</TABLE>
(*) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan and an indeterminate number of
additional shares which may be offered and issued in accordance with the
Plan terms to prevent dilution from stock splits, stock dividends or
similar transactions.
(**) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in the instructions to
Part I of Form S-8 will be sent or given to employees participating in the Plan
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Cox Communications, Inc. (the "Company") hereby incorporates, or will be
deemed to have incorporated, herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K (File No. 001-06590) for the
fiscal year ended December 31, 1999;
(2) The Company's Quarterly Report on Form 10-Q (File No. 001-06590) for
the period ending March 31, 2000;
(3) The description of the Company's Class A Common Stock contained in
the Company's most recent Exchange Act registration statement on Form 8-A,
including any amendment thereto or report filed for the purpose of updating such
description; and
(4) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to 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.
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<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
As of the date of this registration statement, attorneys of Dow, Lohnes &
Albertson, PLLC hold shares of the Company's Class A Common Stock, which, in
the aggregate, have a market value in excess of $50,000.
Item 6. Indemnification of Officers and Directors
Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL"), provides that a corporation (in its original certificate
of incorporation or an amendment thereto) may eliminate or limit the personal
liability of a director (or certain persons who, pursuant to the provisions of
the certificate of incorporation, exercise or perform duties conferred or
imposed upon directors by the DGCL) to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provisions shall not eliminate or limit the liability of a director (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) under Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
the director derived an improper personal benefit. The Company's Certificate
of Incorporation, as amended, limits the liability of directors thereof to the
extent permitted by Section 102(b)(7) of the DGCL.
In addition, the company's Certificate of Incorporation, as amended,
provides that the Company shall indemnify its directors, officers, employees or
agents against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties to
which they may be made parties by reason of their being or having been
directors, officers, or employees, provided that the Company shall so indemnify
such persons only if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.
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<PAGE>
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Page
-------------- ---------------------- ----
<S> <C> <C>
5 Opinion of Dow, Lohnes & Albertson, PLLC 7
23.1 Consent of Deloitte & Touche, LLP 9
23.2 Consent of Dow, Lohnes & Albertson (contained in their opinion in 7
Exhibit 5)
</TABLE>
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
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;
(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; and
(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.
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<PAGE>
(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.
(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 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 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia on the 14th of
August, 2000.
COX COMMUNICATIONS, INC.
By: /s/ James O. Robbins
------------------------
James O. Robbins
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement to be signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ James C. Kennedy Director and Chairman of the August14, 2000
----------------------- Board
James C. Kennedy
/s/ James O. Robbins Director, President and August 14, 2000
----------------------- Chief Executive Officer
James O. Robbins
/s/ Jimmy W. Hayes Executive Vice President, August 14, 2000
---------------------- Finance & Administration &
Jimmy W. Hayes Chief Financial Officer
(Principal Financial Officer)
/s/ Howard B. Tigerman Controller (Principal August 14, 2000
---------------------- Accounting Officer)
Howard B. Tigerman
/s/ David E. Easterly Director August 14, 2000
----------------------
David E. Easterly
/s/ Robert C. O'Leary Director August 14, 2000
----------------------
</TABLE>
Pursuant to the requirements of the Securities Act, the Management
Committee has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia on the 14th of August, 2000.
/s/ Cox Communications, Inc.
--------------------------------------
Cox Communications, Inc.
2000 Employee Stock Purchase Plan
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<PAGE>
Exhibit 5
[Firm Letterhead Appears Here]
August 14, 2000
Cox Communications, Inc.
1400 Lake Hearn Drive
Atlanta, Georgia 30319
Re: Registration Statement of Form S-8
We have acted as special counsel for Cox Communications, Inc., a Delaware
corporation ("Cox"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") pertaining to 2,000,000
shares (the "Shares") of Class A Common Stock, $0.01 par value per share,
being issued by Cox pursuant to the Cox Communications, Inc. 2000 Employee
Stock Purchase Plan (the "Plan") and an indeterminate number of interests in
the Plan (the "Interests") that may be acquired thereunder.
In preparing this opinion we have reviewed (a) the Registration Statement;
(b) Cox's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws; (c) the Plan; and (d) certain records of Cox's corporate
proceedings as reflected in its minute and stock books.
As to matters of fact relevant to our opinion, we have relied upon oral
representations of officers of Cox without further investigation. With respect
to the foregoing documents, we have assumed: (i) the authenticity of all
documents submitted to us as originals, the conformity with authentic original
documents of all documents submitted to us as copies or forms, the genuineness
of all signatures and the legal capacity of natural persons, and (ii) that the
foregoing documents, in the forms thereof submitted for our review, have not
been altered, amended or repealed in any respect material to our opinion as
stated herein. We have not reviewed any documents other than the documents
listed above for purposes of rendering our opinion as expressed herein, and we
assume that there exists no provision of any such other document that bears upon
or is inconsistent with our opinion as expressed herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we assume to be
true, complete and accurate in all material respects.
Our opinion is limited to matters of law arising under the General
Corporation Law of the State of Delaware and federal law of the United States of
America, insofar as such laws apply, and we express no opinion as to conflicts
of law rules, or the laws of any states or jurisdictions, including federal laws
regulating securities, or the rules and regulations of stock exchanges or any
other regulatory body, other than as specified above.
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<PAGE>
Based upon and subject to the foregoing and any other qualifications
stated herein, we are of the opinion that (i) the Shares, when and to the extent
issued and paid for pursuant to the provisions of the Plan, will be validly
issued, fully paid and non-assessable; and (ii) the Plan confers legally
enforceable Interests to employees participating in the Plan to the extent and
upon the terms and conditions described therein, subject to limitations imposed
by bankruptcy, insolvency, reorganization, moratorium or similar laws and
related court decisions of general applicability relating to or affecting
creditors' rights generally.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to all references to our firm in the Registration
Statement, provided, that in giving such consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities Exchange
Commission thereunder. Except as provided for hereinabove, without our prior
written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ Richard P. McHugh
-------------------------
Richard P. McHugh
Member
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