<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1995
REGISTRATION NO. 33-62313
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CABLEVISION SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-2776686
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(516) 364-8450
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ROBERT S. LEMLE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(516) 364-8450
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH COPIES TO:
JOHN P. MEAD JONATHAN JEWETT
SULLIVAN & CROMWELL SHEARMAN & STERLING
125 BROAD STREET 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AS
DETERMINED IN LIGHT OF MARKET CONDITIONS.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
It is expected that the following expenses (all of which will be paid by the
Company) will be incurred in connection with the registration and distribution
of the Securities:*
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee................ $ 344,828
Blue Sky fees and expenses................................... 15,000
Legal fees and expenses...................................... 650,000
Accounting fees and expenses................................. 175,000
Printing and Engraving Expenses.............................. 200,000
Trustee's, Transfer Agent's and Depositary's fees and ex-
penses...................................................... 50,000
Miscellaneous................................................ 141,172
----------
Total.................................................... $1,576,000
==========
</TABLE>
* All of these expenses except the Securities and Exchange Commission filing
fee represent estimates only.
ITEM 15. 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 in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"),
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 corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action, and the statute requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation. 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 first paragraph of Article Ninth of the Company's Certificate of
Incorporation provides:
The corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, or by any successor thereto, indemnify any and
all persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by said section. Such right to indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person. The indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-Law, agreement, vote
of stockholders or disinterested directors or otherwise.
Article VIII of the By-Laws of the Company provides:
A. The corporation shall indemnify each person who was or is made a party
or is threatened to be made a party to or is involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of
the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect
II-1
<PAGE>
to employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or
alleged action in any other capacity while serving as a director, officer,
employee or agent, to the maximum extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than said
law permitted the corporation to provide prior to such amendment), against
all expense, liability and loss (including attorney's fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred by such person in connection with such
proceeding. Such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators. The right to
indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the corporation the expenses incurred
in defending any such proceeding in advance of its final disposition;
provided that, if the Delaware General Corporation Law so requires, the
payment of such expenses incurred by a director or officer in advance of
the final disposition of a proceeding shall be made only upon receipt by
the corporation of an undertaking by or on behalf of such person to repay
all amounts so advanced if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized
in this Article or otherwise.
B. The right to indemnification and advancement of expenses conferred on
any person by this Article shall not limit the corporation from providing
any other indemnification permitted by law nor shall it be deemed exclusive
of any other right which any such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
C. The corporation may purchase and maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
The Company has entered into indemnification agreements with certain of its
officers and directors indemnifying such officers and directors from and
against certain expenses, liabilities or other matters referred to in or
covered by Section 145 of the Delaware General Corporation Law. The Company
has also entered into an agreement with Charles F. Dolan ("Mr. Dolan"), the
Chairman of the Company, pursuant to which Mr. Dolan has agreed to guarantee
the Company's obligation to indemnify its officers and directors to the
fullest extent permitted by Delaware law. In addition, subject to certain
limitations, Mr. Dolan has agreed to indemnify such officers and directors
against any loss or expense such person may incur in connection with any
transaction involving Mr. Dolan or entities affiliated with Mr. Dolan to the
extent indemnification is not provided by the Company. Any payment required to
be made by Mr. Dolan pursuant to such agreement will be reduced by any
proceeds of insurance or reimbursement under any other form of indemnification
reimbursement available to such officer or director. The Company maintains
directors' and officers' liability insurance.
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 second paragraph of Article Ninth of the
Company's Certificate of Incorporation provides for such limitation of
liability.
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<PAGE>
ITEM 16. EXHIBITS.
**1.1
--Form of Underwriting Agreement for Debt Securities
**1.2
--Form of Underwriting Agreement for Common Stock
4.1--Certificate of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 dated January 17, 1986, File No. 33-1936)
4.1A
--Amendment to Certificate of Incorporation and complete copy of amended
and restated Certificate of Incorporation (incorporated herein by
reference to Exhibits 3.1A(i) and 3.1A(ii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989)
4.1B
--Certificate of Designations for the Series E Redeemable Exchangeable
Convertible Preferred Stock (incorporated herein by reference to the
Company's Report on Form 10-K/A for the year ended December 31, 1993,
filed on April 13, 1994)
4.1C
--Certificate of Designations for the Series F Redeemable Preferred
Stock (incorporated herein by reference to the Company's Report on Form
10-K/A for the year ended December 31, 1993, filed on April 13, 1994)
4.1D
--Certificate of Designations for the Series G Redeemable Exchangeable
Preferred Stock (incorporated by reference herein to Exhibit 3.1D to
the Company's Registration Statement on Form S-4 dated October 17,
1995, File No. 33-62717.)
4.2--Amended and restated By-laws (incorporated herein by reference to
Exhibit 3.2D to the Company's Registration Statement on Form S-4 dated
October 17, 1995, File No. 33-62717.)
4.3--Form of Certificate for shares of Common Stock (incorporated herein by
reference to the Company's Registration Statement on Form S-1, dated
January 17, 1986, File No. 33-1936)
**4.4
--Form of Indenture between the Company and the Trustee
*4.5--Form of Deposit Agreement
*4.6--Form of Depositary Receipt
*4.7--Form of Warrant Agreement
*4.8--Form of Warrant Certificate
**5.1
--Opinion of Sullivan & Cromwell
**12
--Computation of Ratio of Deficiency of Earnings to Fixed Charges and
Fixed Charges and Preferred Stock Dividends
23.1--Consent of Sullivan & Cromwell (contained in Exhibit 5.1)
23.2--Consents of KPMG Peat Marwick LLP
**23.3
--Consent of Deloitte & Touche LLP
**24
--Powers of Attorney
**25.1
--Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of the Trustee under the Indenture
- --------
* To be filed as an exhibit to a Current Report on Form 8-K subsequent to the
effectiveness of this Registration Statement, in accordance with Item
601(b)(1) of Regulation S-K.
** Previously filed.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
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;
(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 and 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 "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 (i) and (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 with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.
(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.
(4) 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, pursuant to the provisions described
in Item 15 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 of 1933 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 any 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 or not such indemnification is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
<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-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE TOWN OF OYSTER BAY AND THE STATE OF NEW
YORK, ON THE 18TH DAY OF OCTOBER, 1995.
Cablevision Systems Corporation
By: /s/ James L. Dolan
----------------------------------
Name: James L. Dolan
Title: Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
OCTOBER 18, 1995.
SIGNATURE TITLE
/s/ James L. Dolan Chief Executive Officer (Principal
- ------------------------------------- Executive Officer) and Director
JAMES L. DOLAN
* Chairman of the Board of Directors
- -------------------------------------
CHARLES F. DOLAN
* Senior Vice President--Finance and
- ------------------------------------- Treasurer (Principal Financial
BARRY J. O'LEARY Officer)
* Vice President and Controller
- ------------------------------------- (Principal Accounting Officer)
JERRY SHAW
* Vice Chairman and Director
- -------------------------------------
WILLIAM J. BELL
*
- ------------------------------------- Vice Chairman and Director
MARC A. LUSTGARTEN
II-5
<PAGE>
SIGNATURE TITLE
/s/ Robert S. Lemle Executive Vice President, General
- ------------------------------------- Counsel, Secretary and Director
ROBERT S. LEMLE
* Vice President and Director
- -------------------------------------
SHEILA A. MAHONY
Director and Chairman of the Executive
- ------------------------------------- Committee
JOHN TATTA
* Director
- -------------------------------------
PATRICK F. DOLAN
Director
- -------------------------------------
FRANCIS F. RANDOLPH, JR.
* Director
- -------------------------------------
DANIEL T. SWEENEY
Director
- -------------------------------------
CHARLES D. FERRIS
* Director
- -------------------------------------
RICHARD H. HOCHMAN
Director
- -------------------------------------
VICTOR ORISTANO
* Director
- -------------------------------------
A. JERROLD PERENCHIO
*By: /s/ Robert S. Lemle, Attorney-
in-Fact
- -------------------------------------
Robert S. Lemle
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS PAGE NO.
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<C> <S> <C>
**1.1 --Form of Underwriting Agreement for Debt Securities......
**1.2 --Form of Underwriting Agreement for Common Stock.........
4.1 --Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 dated
January 17, 1986, File No. 33-1936)......................
4.1A --Amendment to Certificate of Incorporation and complete
copy of amended and restated Certificate of Incorporation
(incorporated herein by reference to Exhibits 3.1A(i) and
3.1A(ii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989).................
4.1B --Certificate of Designations for the Series E Redeemable
Exchangeable Convertible Preferred Stock (incorporated
herein by reference to the Company's Report on Form 10-
K/A for the year ended December 31, 1993, filed on April
13, 1994)................................................
4.1C --Certificate of Designations for the Series F Redeemable
Preferred Stock (incorporated herein by reference to the
Company's Report on Form 10-K/A for the year ended
December 31, 1993, filed on April 13, 1994)..............
4.1D --Certificate of Designations for the Series G Redeemable
Exchangeable Preferred Stock (incorporated by reference
herein to Exhibit 3.1D to the Company's Registration
Statement on Form S-4 dated October 17, 1995, File No.
33-62717)................................................
4.2 --Amended and restated By-laws (incorporated herein by
reference to Exhibit 3.2D to the Company's Registration
Statement on Form S-4 dated October 17, 1995, File No.
33-62717)................................................
4.3 --Form of Certificate for shares of Common Stock
(incorporated herein by reference to the Company's
Registration Statement on Form S-1, dated January 17,
1986, File No. 33-1936)..................................
**4.4 --Form of Indenture between the Company and the Trustee...
*4.5 --Form of Deposit Agreement...............................
*4.6 --Form of Depositary Receipt..............................
*4.7 --Form of Warrant Agreement...............................
*4.8 --Form of Warrant Certificate.............................
**5.1 --Opinion of Sullivan & Cromwell..........................
**12 --Computation of Ratio of Deficiency of Earnings to Fixed
Charges and Fixed Charges and Preferred Stock Dividends..
23.1 --Consent of Sullivan & Cromwell (contained in Exhibit
5.1).....................................................
23.2 --Consents of KPMG Peat Marwick LLP.......................
**23.3 --Consent of Deloitte & Touche LLP........................
**24 --Powers of Attorney......................................
**25.1 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of the Trustee under the
Indenture................................................
</TABLE>
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* To be filed as an exhibit to a Current Report on Form 8-K subsequent to the
effectiveness of this Registration Statement, in accordance with Item
601(b)(1) of Regulation S-K.
** Previously filed.
<PAGE>
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
--------------------
The Partners
Cablevision of Boston Limited Partnership:
We consent to the incorporation by reference in the registration
statement on Form S-3 of Cablevision Systems Corporation of our report dated
March 10, 1995, except as to Note 11, which is as of April 14, 1995, relating to
the consolidated balance sheets of Cablevision of Boston Limited Partnership and
consolidated company as of December 31, 1994 and 1993, and the related
consolidated statements of operations, partners' deficiency and cash flows for
each of the years in the three-year period ended December 31, 1994, which report
appears in the registration statement on Form S-4 (File No. 33-62717), as
amended, of Cablevision Systems Corporation, and to the reference to our firm
under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Jericho, New York
October 18, 1995
