<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1996
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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. [ ]
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. [X] File No. 33-
62313
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration 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,
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please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) MAXIMUM OFFERING AGGREGATE REGISTRATION FEE
PRICE PER UNIT(2) OFFERING PRICE(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Debt Securities.............. $50,000,000(3) 100% $50,000,000(3) $17,242
============================================================================================================
</TABLE>
(1) In United States dollars or the equivalent thereof in any other currency,
currency unit or units, or composite currency or currencies.
(2) Estimated for the sole purpose of computing the registration fee.
(3) Such amount represents the principal amount of any Debt Securities issued
at their principal amount and the issue price rather than the principal
amount of any Debt Securities issued at an original issue discount.
<PAGE>
EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 33-62313, including
any prospectuses and prospectus supplements filed pursuant thereto in accordance
with Rule 424 promulgated under said Securities Act, are hereby incorporated
herein by reference.
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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-3 and has duly caused this 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 15th day
of May, 1996.
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
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- -------------------------------------------- ------------
<S> <C> <C>
May 15, 1996
/s/ James L. Dolan Chief Executive Officer (Principal
_____________________ Executive
James L. Dolan Officer) and Director
/s/ Charles F. Dolan Chairman of the Board May 15, 1996
_____________________
Charles F. Dolan
/s/ Barry J. O'Leary Senior Vice President-Finance and Treasurer May 15, 1996
_____________________ (Principal Financial Officer)
Barry J. O'Leary
/s/ Andrew B. Rosengard Senior Vice President and Controller May 15, 1996
_____________________ (Principal Accounting Officer)
Andrew B. Rosengard
/s/ William J. Bell Vice Chairman and Director May 15, 1996
_____________________
William J. Bell
/s/ Marc A. Lustgarten Vice Chairman and Director May 15, 1996
_____________________
Marc A. Lustgarten
/s/ Robert S. Lemle Executive Vice President, General Counsel, May 15, 1996
_____________________ Secretary and Director
Robert S. Lemle
/s/ Sheila A. Mahony Senior Vice President and Director May 15, 1996
_____________________
Sheila A. Mahony
/s/ John Tatta Director and Chairman of the Executive May 15, 1996
_____________________ Committee
John Tatta
/s/ Patrick F. Dolan Director May 15, 1996
_____________________
Patrick F. Dolan
/s/ Francis F. Randolph, Jr. Director May 15, 1996
_____________________
Francis F. Randolph, Jr.
/s/ Daniel T. Sweeney Director May 15, 1996
_____________________
Daniel T. Sweeney
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles D. Ferris Director May 15, 1996
_____________________
Charles D. Ferris
/s/ Richard H. Hochman Director May 15, 1996
_____________________
Richard H. Hochman
Director May 15, 1996
_____________________
Victor Oristano
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBITS PAGE NO.
5.1 -- Opinion of Sullivan & Cromwell
23.1 -- Consent of Sullivan & Cromwell (contained in Exhibit 5.1)
23.2 -- Consent of KPMG Peat Marwick LLP
<PAGE>
EXHIBIT 5.1
May 15, 1996
Cablevision Systems Corporation,
One Media Crossways,
Woodbury, New York 11797.
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of $50,000,000 aggregate public offering price of subordinated debt
securities (the "Debt Securities") of Cablevision Systems Corporation, a
Delaware corporation (the "Company"), we, as your counsel, have examined such
corporate records, certificates and other documents, and such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the registration statement relating to the Debt Securities (the
"Registration Statement") has become effective under the Act, the terms of the
Debt Securities and of their issuance and sale have been duly established in
conformity with the Indenture so as not to violate any applicable law or result
in a default under
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Cablevision Systems Corporation
or breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, and the Debt Securities have been
duly executed and authenticated in accordance with the Indenture and issued and
sold as contemplated in the Registration Statement, the Debt Securities will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
In rendering the foregoing opinion, we are expressing no opinion as to
Federal or state laws relating to fraudulent transfers.
We note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which
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Cablevision Systems Corporation
court renders the judgment. In the case of a Debt Security denominated in a
foreign currency, a state court in the State of New York rendering a judgment on
such Debt Security would be required under Section 27 of the New York Judiciary
Law to render such judgment in the foreign currency in which the Debt Security
is denominated, and such judgment would be converted into United States dollars
at the exchange rate prevailing on the date of entry of the judgment.
The foregoing opinion is limited to the Federal laws of the United States,
the laws of the State of New York and the General Corporation Law of the State
of Delaware, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder, an assumption which we have
not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Securities" in the Prospectus. In giving such consent, we do not thereby
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Cablevision Systems Corporation
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
SULLIVAN & CROMWELL
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the registration
statement filed on Form S-3 of Cablevision Systems Corporation of our reports
dated March 18, 1996 relating to: (i) the consolidated balance sheets of
Cablevision Systems Corporation and Subsidiaries as of December 31, 1995 and
1994 and the related consolidated statements of operations, stockholders'
deficiency and cash flows and related schedule for each of the years in the
three-year period ended December 31, 1995, and (ii) the consolidated balance
sheets of A-R Cable Services, Inc. and Subsidiaries as of December 31, 1995 and
1994 and the related consolidated statements of operations, stockholder's
deficiency and cash flows for each of the years in the three-year period ended
December 31, 1995, which reports appear in the December 31, 1995 annual report
on Form 10-K of Cablevision Systems Corporation.
KPMG Peat Marwick LLP
Jericho, New York
May 14, 1996
