As filed with the Securities and Exchange Commission on August 14, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 To
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.
LONG-TERM INCENTIVE 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, 12,000,000 $31.81 $381,750,000 $100,782
$.01 Par Value
------------------------ --------------------- ------------------------ --------------------- -----------------------
</TABLE>
(*) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers 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>
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (the "Registration Statement")
is being filed pursuant to General Instruction E to Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act") to register additional
shares of the registrant's common stock issuable pursuant to the Cox
Communications, Inc. Long-Term Incentive Plan (the "LTIP"). Unless otherwise
noted herein, this Registration Statement incorporates by reference the contents
of the registrant's registration statement on Form S-8 (File No. 33-91506), and
all exhibits thereto, relating to the LTIP, which was previously filed with the
Securities and Exchange Commission on April 24, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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
aggregate, have a market value in excess of $50,000.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Page
-------------- ---------------------- ----
<S> <C> <C>
5 Opinion of Dow, Lohnes & Albertson, PLLC 4
23.1 Consent of Deloitte & Touche LLP 6
23.2 Consent of Dow, Lohnes & Albertson (contained in their
opinion in Exhibit 5) 4
</TABLE>
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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 August 14, 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 August 14, 2000
--------------------- (Principal Accounting Officer)
John M. Dyer
/s/ David E. Easterly Director August 14, 2000
---------------------
David E. Easterly
/s/ Robert C. O'Leary Director August 14, 2000
----------------------
Robert C. O'Leary
</TABLE>
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