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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER __, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CABLEVISION SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
11-2776686
(I.R.S. Employer Identification Number)
ONE MEDIA CROSSWAYS, WOODBURY, NEW YORK 11797
TELEPHONE: (516) 364-8450
(Address of Principal Executive Offices) (Zip Code)
FIRST AMENDED AND RESTATED 1996 EMPLOYEE STOCK PLAN
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
ROBERT S. LEMLE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CABLEVISION SYSTEMS CORPORATION
ONE MEDIA CROSSWAYS
WOODBURY, NEW YORK 11797
(Name and Address of Agent for Service)
(516) 364-8450
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A COMMON STOCK, PAR
VALUE $.01 PER SHARE........... 1,560,000 SHARES $76.625 $119,535,000 $35,263
=================================================================================================================
</TABLE>
(1) 1,500,000 shares are being registered pursuant to the First Amended and
Restated 1996 Stock Option Plan. 60,000 shares are being registered
pursuant to the Stock Option Plan for Non-Employee Directors.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
----------------
As permitted by Rule 428 and the Instructions to Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), this registration
statement omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the plans covered by this registration statement (the "Plans")
as required by Rule 428(b). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of such Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Cablevision Systems Corporation (the "Company" or the "Corporation") hereby
incorporates by reference into this Prospectus the following documents or
information filed with the Commission:
1. the Company's Annual Report on Form 10-K for the year ended December
31, 1996, as amended by the Company's Form 10-K/A for the fiscal year ended
December 31, 1996;
2. the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997;
3. the Company's Current Reports on Form 8-K filed February 18, 1997,
March 12, 1997, April 18, 1997, June 10, 1997, July 10, 1997, August 30, 1997
and September 9, 1997; and
4. the description of the Company's Class A Common Stock, par value $.01
per share, contained in the Company's Registration Statement on Form S-1 (No.
33-1936) and incorporated by reference in the Company's Registration
Statement on Form 8-A (No. 1-9046).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all then remaining unsold,
shall be deemed to be incorporated by reference in this registration
statement and to be a 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 document which also is
incorporated or 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 of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of Delaware General Corporation Law provides that a corporation
may indemnify directors and officers as well as other employees and individuals
against expenses (including attorney's 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 attorney's fees) incurred in
connection with defense or settlement of such action, and the statue 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 Corporation'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 Corporation 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 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
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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 Corporation has entered into indemnification agreements with certain of
its officers and directors indemnifying such officers from and against certain
expense, liabilities or other matters referred to in or covered by Section 145
of the Delaware General Corporation Law. The Corporation has also entered into
an agreement with Charles F. Dolan ("Mr. Dolan"), the Chairman of the
Corporation, pursuant to which Mr. Dolan has agreed to guarantee the
Corporation'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 Corporation. 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 Corporation 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
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improper personal benefit. The second paragraph of Article Ninth of the
Corporation's Certificate of Incorporation provides for such limitation of
liability.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
- ------- -----------
3.1 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 (the
"1989 10-K")).
3.1A 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 (the
"1989 10-K")).
3.1B Certificate of Designations for the Series H Redeemable Exchangeable
Preferred Stock (incorporated herein by reference to Exhibit 4.1C to
the Company's Registration Statement on Form S-4, File No. 33-63691).
3.1C Certificate of Designations for the Series I Cumulative Convertible
Exchangeable Preferred Stock (incorporated herein by reference to
Exhibit 99.3 to the Company's Current Report on Form 8-K filed
November 7, 1995).
3.1D Certificate of Designations for the Series M Redeemable Exchangeable
Preferred Stock (incorporated herein by reference to Exhibit 4.1F to
the Company's Amendment No. 1 to Form S-4, File No. 333-02527).
3.2 Amended and Restated By-laws (incorporated herein by reference to
Exhibit 3.2D to the Company's Registration Statement on Form S-4, File
No. 33-62717).
4.1 Specimen of Class A Common Stock Certificate.
5.1 Opinion of Robert S. Lemle, Esq. as to the validity of Class A Common
Stock issued under the Plans.
23.1 Consent of Robert S. Lemle, Esq. (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney is included in the signature page of the
registration statement.
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ITEM 9. REQUIRED 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;
(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 this
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; 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.
(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 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 any arrangement or provision, 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 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
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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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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, hereunto duly
authorized, in the Town of Oyster Bay and the State of New York, on December 1,
1997.
CABLEVISION SYSTEMS CORPORATION
By: /s/ James L. Dolan
-----------------------------
James L. Dolan
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert S. Lemle, David A. Deitch,
William J. Bell and Marc A. Lustgarten and each of them acting individually, as
his attorneys-in-fact and agents, each with full power of substitution, for him
in any and all capacities, to sign the Registration Statement on Form S-8 of
Cablevision Systems Corporation and any and all amendments thereto under the
Securities Act of 1933, including any and all post-effective amendments, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorneys-in-fact and agents, each
acting alone, 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 December 1, 1997:
Name Title
---- -----
/s/ James L. Dolan
- ---------------------------- Chief Executive Officer (Principal Executive
James L. Dolan Officer) and Director
/s/ William J. Bell
- ---------------------------- Vice Chairman (Principal Accounting Officer) and
William J. Bell Director
/s/ Andrew B. Rosengard
- ---------------------------- Executive Vice President, Financial Planning and
Andrew B. Rosengard Controller (Principal Accounting Officer)
- ---------------------------- Chairman of the Board
Charles F. Dolan
- ---------------------------- Vice Chairman and Director
Marc A. Lustgarten
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/s/ Robert P. May
- ---------------------------- Chief Operating Officer and Director
Robert P. May
/s/ Robert S. Lemle
- ---------------------------- Executive Vice President, General Counsel,
Robert S. Lemle Secretary and Director
/s/ Sheila A. Mahony
- ---------------------------- Senior Vice President and Director
Sheila A. Mahony
/s/ John Tatta
- ---------------------------- Director and Chairman of the Executive Committee
John Tatta
/s/ Patrick F. Dolan
- ---------------------------- Director and Vice President of News
Patrick F. Dolan
- ---------------------------- Director
Francis F. Randolph, Jr.
/s/ Daniel T. Sweeney
- ---------------------------- Director
Daniel T. Sweeney
/s/ Charles D. Ferris
- ---------------------------- Director
Charles D. Ferris
/s/ Richard H. Hochman
- ---------------------------- Director
Richard H. Hochman
/s/ Victor Oristano
- ---------------------------- Director
Victor Oristano
/s/ Vincent Tese
- ---------------------------- Director
Vincent Tese
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
3.1 Amended and Restated Certificate of Incorporation of the registrant
(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 (the "1989 10-K")).
3.1A 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 (the
"1989 10-K")).
3.1B Certificate of Designations for the Series H Redeemable Exchangeable
Preferred Stock (incorporated herein by reference to Exhibit 4.1C to
the Company's Registration Statement on Form S-4, File No. 33-63691).
3.1C Certificate of Designations for the Series I Cumulative Convertible
Exchangeable Preferred Stock (incorporated herein by reference to
Exhibit 99.3 to the Company's Current Report on Form 8-K filed
November 7, 1995).
3.1D Certificate of Designations for the Series M Redeemable Exchangeable
Preferred Stock (incorporated herein by reference to Exhibit 4.1F to
the Company's Amendment No. 1 to Form S-4, File No. 333-02527).
3.2 Amended and Restated By-laws (incorporated herein by reference to
Exhibit 3.2D to the Company's Registration Statement on Form S-4, File
No. 33-62717).
4.1 Specimen of Class A Common Stock Certificate (incorporated by
reference to the Company's Registration Statement on Form S-1
(File No. 33-1936).
5.1 Opinion of Robert S. Lemle, Esq. as to the validity of Class A Common
Stock issued under the Plans.
23.1 Consent of Robert S. Lemle, Esq. (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney is included in the signature page of the
registration statement.
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EXHIBIT 5.1
December 1, 1997
Cablevision Systems Corporation
One Media Crossways
Woodbury, New York 11797
Dear Sirs:
I am Executive Vice President, General Counsel and Secretary of
Cablevision Systems Corporation, a Delaware corporation (the "Company") and,
in such capacity, have acted as counsel for the Company in connection with
the registration under the Securities Act of 1933 (the "Act") of 1,560,000
shares (the "Securities") of Class A Common Stock, par value $0.01 per share,
of the Company. In that capacity, I have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion. Upon
the basis of such examination, I advise you that, in my opinion:
(1) When the registration statement relating to the Securities
(the "Registration Statement") has become effective under the Act, the
terms of the sale of the Securities have been duly established in
conformity with the Company's certificate of incorporation, and the
Securities have been duly issued and sold as contemplated by the
Registration Statement, the Securities will be validly issued, fully paid
and nonassessable.
The foregoing opinion is limited to the Federal laws of the
United States and the General Corporation Law of the State of Delaware, and I
am expressing no opinion as to the effect of the laws of any other
jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section
7 of the Act.
Very truly yours,
/s/ Robert S. Lemle
Executive Vice President, General
Counsel and Secretary
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EXHIBIT 23.2
Consent of Independent Auditors
The Board of Directors
Cablevision Systems Corporation
and A-R Cable Services, Inc.:
We consent to the use of our reports, incorporated herein by reference, in
the prospectus and the Registration Statement on Form S-8 of Cablevision
Systems Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Jericho, New York
December 1, 1997
