<PAGE>
As filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 333-85101
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT No. 2
TO FORM S-4 REGISTRATION STATEMENT
ON FORM S-8
Under the
SECURITIES ACT OF 1933*
---------------
ADELPHIA COMMUNICATIONS CORPORATION
(exact name of registrant as specified in its charter)
Delaware 4841 23-2417713
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
ONE NORTH MAIN STREET
COUDERSPORT, PENNSYLVANIA 16915
(814) 274-9830
(Name, address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
Century Communications Corp. 1993 Non-Employee Directors Stock Option Plan
Century Communications Corp. 1994 Stock Option Plan
(Full titles of the plans)
---------------
<TABLE>
<CAPTION>
<S> <C>
COLIN H. HIGGIN, ESQUIRE PLEASE ADDRESS COPIES OF ALL COMMUNICATIONS TO:
DEPUTY GENERAL COUNSEL CARL E. ROTHENBERGER, JR., ESQUIRE
ADELPHIA COMMUNICATIONS CORPORATION BUCHANAN INGERSOLL
ONE NORTH MAIN STREET PROFESSIONAL CORPORATION
COUDERSPORT, PENNSYLVANIA 16915 20TH FLOOR, 301 GRANT STREET
(814) 274-9830 PITTSBURGH, PENNSYLVANIA 15219
(Name, address, and telephone number of agent for service) (412) 562-8826
</TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Each Class of Amount to be Maximum Offering Maximum Aggregate Offering Amount of
Securities to be Registered Registered (1) Price (2) Price (2) Registration Fee
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par 1,284,557 N/A N/A (2)
value $.01 per share
</TABLE>
================================================================================
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement."
(1) Represents the approximate number of shares (including fractional shares)
subject to outstanding options under the above listed benefit plans assumed
by Adelphia Communications Corporation in connection with the merger of
Century Communications Corp. into a wholly owned subsidiary of Adelphia
plus an additional 947,564 shares available to be awarded under the 1994
Stock Option Plan. Pursuant to Rule 416(a) of the Securities Act of 1933,
as amended, this registration statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the plans listed above.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with Adelphia's
filing with the Securities and Exchange Commission of (a) the preliminary
proxy materials on Schedule 14A on July 13, 1999, and (b) the Registration
Statement on Form S-4 (File No. 333-85101) filed on August 13, 1999.
<PAGE>
INTRODUCTORY STATEMENT
Adelphia hereby amends the Form S-4 by filing this Post-Effective Amendment
No. 2 on Form S-8 relating to up to 1,284,557 shares of common stock, par value
$.01 per share, of Adelphia, issuable by Adelphia under the Plans. All such
shares were originally registered pursuant to the Form S-4.
On October 1, 1999, Century Communications Corp., a Delaware corporation,
was merged with and into Adelphia Acquisition Subsidiary, Inc., a Delaware
corporation and a wholly owned subsidiary of Adelphia, pursuant to the Agreement
and Plan of Merger, dated as of March 5, 1999, as amended on July 12, 1999, and
as further amended on July 29, 1999, by and among Adelphia, Century and Adelphia
Acquisition Subsidiary, Inc. Upon the effectiveness of the Merger, Adelphia
Acquisition Subsidiary, Inc. changed its name to Arahova Communications, Inc..
Pursuant to the Merger Agreement, the options to acquire the Century
Class A common stock were converted into options to acquire approximately
336,993 shares (including fractional shares) of Adelphia Class A common stock.
In addition to the Class A common stock subject to outstanding options, Adelphia
may award options to purchase up to an additional 947,564 shares of Adelphia
Class A common stock under the 1994 Plan as assumed by Adelphia.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Century Communications Corp.
1993 Non-Employee Directors Stock Option Plan, and the Century Communications
Corp. 1994 Stock Option Plan. Adelphia Communications Corporation is
incorporated in the State of Delaware.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (e) below. The Registrant also
incorporates by reference, from the date of filing of such documents, all
documents subsequently filed by it pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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.
(a) The Transition Report of Adelphia on Form 10-K for the nine-month
period ended December 31, 1998, filed with the Commission on May 25, 1999, as
amended by Adelphia's Form 10-K/A filed with the Commission on June 29, 1999
(File No. 000-16014).
(b) The Quarterly Reports of Adelphia on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999 (File
No. 000-16014).
(c) The Current Reports of Adelphia on Form 8-K filed with the
Commission on January 11, January 13, January 28, February 23, March 5, March
10, April 19, April 20, April 23, April 27, April 30, May 26, June 22, August
11, September 9, September 17, September 27, September 29, October 1, October
15 and October 26, 1999 (File No. 000-16014).
(d) The proxy materials of Adelphia on Schedule 14A, filed with the
Commission on October 4, 1999.
(e) The description of Adelphia Class A Common Stock contained in the
Registration Statement filed with the Commission under Section 12 of the
Securities Exchange Act of 1934 and in Adelphia's Registration Statement on
Form S-3, filed with the Commission on May 7, 1999 (File No. 333-78027).
ITEM 4. DESCRIPTION OF SECURITIES
-2-
<PAGE>
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides in general
that a corporation may indemnify its directors, officers, employees or agents
against expenditures (including judgments, fines, amounts paid in settlement and
attorneys' fees) made by them in connection with certain lawsuits to which they
may be made parties by reason of their being directors, officers, employees or
agents and shall so indemnify such persons against expenses (including
attorneys' fees) if they have been successful on the merits or otherwise. The
bylaws of Adelphia provide for indemnification of the officers and directors of
Adelphia to the full extent permissible under Delaware law.
Adelphia's Certificate of Incorporation also provides, pursuant to Section
102(b)(7) of the Delaware General Corporation Law, that directors of Adelphia
shall not be personally liable to Adelphia or its stockholders for monetary
damages for breach of fiduciary duty as a director for acts or omissions after
July 1, 1986, provided that directors shall nonetheless be liable for breaches
of the duty of loyalty, bad faith, intentional misconduct, knowing violations of
law, unlawful distributions to stockholders, or transactions from which a
director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of this post-effective
amendment, which are incorporated herein:
<TABLE>
<CAPTION>
Exhibit No. Reference
- ----------- ---------
<C> <S> <C>
4.01 Certificate of Incorporation of Adelphia Incorporated herein by reference to Exhibit
Communications Corporation, as amended and 3.01 to Registrant's Report on Form 10-Q for
restated the fiscal quarter ended September 30, 1999,
filed on November 15, 1999 (File No.
000-16014).
4.02 Bylaws of Adelphia Communications Corporation, Incorporated herein by reference to Exhibit
as amended and restated 3.02 to Registrant's Report on Form 10-Q for
the fiscal quarter ended September 30, 1999,
filed on November 15, 1999 (File No.
000-16014).
5.01 Opinion of Buchanan Ingersoll Professional Filed herewith.
Corporation
23.01 Consent of Deloitte & Touche LLP with respect Filed herewith.
to financial statements of Adelphia and
Olympus Communications L.P.
23.02 Consent of KPMG LLP with respect to financial Filed herewith.
statements of FrontierVision
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Partners, L.P.
23.03 Consent of Deloitte & Touche LLP with respect Filed herewith.
to financial statements of Century
Communications Corp.
23.04 Consent of Deloitte & Touche LLP with respect Filed herewith.
to financial statements of Harron
Communications Corp.
23.05 Consent of Buchanan Ingersoll Professional Contained in the Opinion filed as Exhibit 5.01.
Corporation
24.01 Power of Attorney Previously filed.
</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:
(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, or in the aggregate,
represent a fundamental change in the information set in the
Registration Statement; and
(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 subclauses (a)(1)(i) and (ii) do not apply if
the information required to be included in a post-effective amendment
by the foregoing clause is contained in periodic reports filed by
Adelphia pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(2) That, for the purposes 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;
(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 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.
-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 this Post-Effective Amendment No. 2 to Form S-4
Registration Statement 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 Coudersport, Commonwealth of Pennsylvania, on the
23rd day of November, 1999.
ADELPHIA COMMUNICATIONS
CORPORATION
By: /s/ Timothy J. Rigas
-----------------------
Timothy J. Rigas, Executive Vice President, Chief
Financial Officer, Chief Accounting Officer and Treasurer
Pursuant to the requirements of the Securities Act, this Post-
Effective Amendment No. 2 to Form S-4 Registration Statement on Form S-8 has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
* Chairman, President and Chief November __, 1999
- ------------------------------------ Executive Officer
John J. Rigas
* Executive Vice President and Director November __, 1999
- ------------------------------------
Michael J. Rigas
/s/ Timothy J. Rigas Executive Vice President, Chief
- ------------------------------------ Financial Officer, Chief Accounting November 23, 1999
Timothy J. Rigas Officer, Treasurer and Director
* Executive Vice President and Director November __, 1999
- ------------------------------------
James P. Rigas
Director November __, 1999
- ------------------------------------
Leslie J. Gelber
* Director November __, 1999
- ------------------------------------
Perry S. Patterson
* Director November __, 1999
- ------------------------------------
Pete J. Metros
* Director November __, 1999
- ------------------------------------
Dennis P. Coyle
Director November __, 1999
- ------------------------------------
Peter L. Venetis
Director November __, 1999
- ------------------------------------
Erland E. Kailbourne
*By: /s/ Timothy J. Rigas November 24, 1999
-------------------------------
Timothy J. Rigas
Attorney-in-fact
</TABLE>
-5-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Reference
- ----------- ---------
<C> <S> <C>
4.01 Certificate of Incorporation of Adelphia Incorporated herein by reference to Exhibit
Communications Corporation, as amended and 3.01 to Registrant's Report on Form 10-Q for
restated the fiscal quarter ended September 30, 1999,
filed on November 15, 1999 (File No.
000-16014).
4.02 Bylaws of Adelphia Communications Corporation, Incorporated herein by reference to Exhibit
as amended and restated 3.02 to Registrant's Report on Form 10-Q for
the fiscal quarter ended September 30, 1999,
filed on November 15, 1999 (File No.
000-16014).
5.01 Opinion of Buchanan Ingersoll Professional Filed herewith.
Corporation
23.01 Consent of Deloitte & Touche LLP with respect Filed herewith.
to financial statements of Adelphia and
Olympus Communications L.P.
23.02 Consent of KPMG LLP with respect to financial Filed herewith.
statements of FrontierVision Partners, L.P.
23.03 Consent of Deloitte & Touche LLP with respect Filed herewith.
to financial statements of Century
Communications Corp.
23.04 Consent of Deloitte & Touche LLP with respect Filed herewith.
to financial statements of Harron
Communications Corp.
23.05 Consent of Buchanan Ingersoll Professional Contained in the Opinion filed as Exhibit 5.01.
Corporation
24.01 Power of Attorney Previously filed.
</TABLE>
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<PAGE>
Exhibit 5.01
November 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: ADELPHIA COMMUNICATIONS CORPORATION POST-EFFECTIVE
AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT ON FORM S-8.
Ladies and Gentlemen:
We have acted as counsel to Adelphia Communications Corporation, a
Delaware corporation ("Adelphia"), in connection with its Post-Effective
Amendment No. 2 to Form S-4 Registration Statement on Form S-8 (the
"Amendment"), filed under the Securities Act of 1933, as amended, relating to
the registration of 1,284,557 of its shares of Class A Common Stock, par value
$.01 (the "Shares"), issuable pursuant to the Century Communications Corp. 1993
Non-Employee Directors Stock Option Plan and the Century Communications Corp.
1994 Stock Option Plan (collectively, the "Plans") as a result of the merger of
Century Communications Corp. with and into a wholly-owned subsidiary of
Adelphia.
In that connection, we have examined such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Certificate of Incorporation, as amended, and the
Bylaws of Adelphia (as amended and restated). In the examination of such
documents, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to those
original documents of all documents submitted to us as certified or photostatic
copies.
Based upon the foregoing, we are of the opinion that:
1. Adelphia has been duly organized and is validly existing as a
corporation under the laws of the State of Delaware.
2. The Shares, when issued and sold in accordance with the terms of
the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Amendment.
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
By: /s/ Carl E. Rothenberger, Jr.
---------------------------------------
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
(412) 562-8800
-1-
<PAGE>
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 on Form S-8 to Registration Statement No. 333-85101 of Adelphia
Communications Corporation on Form S-4 of our report dated May 17, 1999 and our
report dated March 19, 1999 on the financial statements of Adelphia
Communications Corporation and subsidiaries and of Olympus Communications, L.P.
and subsidiaries, respectively, appearing in and incorporated by reference in
the Transition Report on Form 10-K of Adelphia Communications Corporation for
the nine months ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
November 22, 1999
<PAGE>
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 to Form S-4 Registration Statement (No. 333-85101) on Form S-8, of
Adelphia Communications Corporation, of our report, dated March 19, 1999,
relating to the consolidated balance sheets of FrontierVision Partners, L.P. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations, partners' deficit and cash flows for each of the years
in the three year period ended December 31, 1998, which report appears in the
September 9, 1999 Current Report on Form 8-K of Adelphia Communications
Corporation, which is incorporated herein by reference.
/s/ KPMG LLP
Denver, Colorado
November 23, 1999
<PAGE>
Exhibit 23.03
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 to Form S-4 Registration Statement No. 333-85101 on Form S-8 of Adelphia
Communications Corporation of our report dated August 4, 1998, with respect to
the consolidated balance sheets of Century Communications Corp. and subsidiaries
as of May 31, 1998 and 1997, and the related consolidated statements of
operations and cash flows for each of the three years in the period ended May
31, 1998, included in the Current Report on Form 8-K, filed June 22, 1999 by
Adelphia Communications Corporation, incorporated by reference in this
Registration Statement and to our report dated July 29, 1999 (August 26, 1999 as
to Note 17), with respect to the consolidated balance sheets of Century
Communications Corp. and subsidiaries as of May 31, 1999 and 1998, and the
related consolidated statements of operations and cash flows for each of the
three years in the period ended May 31, 1999, included in the Current Report on
Form 8-K, filed September 9, 1999 by Adelphia Communications Corporation,
incorporated by reference in this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
November 22, 1999
<PAGE>
Exhibit 23.04
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 on Form S-8 to Registration Statement No. 333-85101 of Adelphia
Communications Corporation on Form S-4 of our report dated March 19, 1999 (April
12, 1999 as to Note 16), with respect to the consolidated balance sheets of
Harron Communications Corp. and subsidiaries as of December 31, 1998 and 1997,
and the related consolidated statements of income, stockholders' equity and
comprehensive income and cash flows for each of the three years in the period
ended December 31, 1998, which report appears in Adelphia Communications
Corporation's Current Report on Form 8-K dated September 9, 1999.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
November 22, 1999
