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Registration Statement No.33-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Intermedia Communications of Florida, Inc.
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(Exact name of issuer as specified in its charter)
Delaware 59-291-3586
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3625 Queen Palm Drive, Tampa, Florida 33619-1309
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(Address of Principal Executive Offices) (Zip Code)
Intermedia Communications of Florida, Inc.
Long Term Incentive Plan
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(Full title of the plan)
David C. Ruberg
Chairman of the Board, President
and Chief Executive Officer
Intermedia Communications of Florida, Inc.
3625 Queen Palm Drive, Tampa, Florida 33619-1309
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(Name and address of agent for service)
(813) 621-0011
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(Telephone number, including area code, of agent for service)
_________________________
With a copy to:
Ralph J. Sutcliffe, Esq.
Kronish, Lieb, Weiner & Hellman LLP
1114 Avenue of the Americas
New York, New York 10036-7798
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering registration
registered registered per share price fee
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<S> <C> <C> <C> <C>
Common 1,500,000 $30 (1) $45,000,000 $15,517.24
stock $0.1
par value
</TABLE>
(1) Average of the bid and asked prices as reported on the Nasdaq National
Market on May 10, 1996, pursuant to Rule 457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents, which have been filed by the Intermedia
Communications of Florida, Inc. (the "Company") with the Securities and Exchange
Commission (the "SEC"), are incorporated by reference in this Registration
Statement as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(b) The Company's Current Report on Form 8-K filed with the SEC on
February 21, 1996;
(c) The Company's Current Report on Form 8-K filed with the SEC on March
13, 1996;
(d) The Company's Current Report on Form 8-K filed with the SEC on April
30, 1996;
(e) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and
(f) The description of capital stock contained in the Company's
registration statements on Form 8-A under the Exchange Act, filed April 7, 1992,
April 28, 1992 and April 30, 1992 (File No. 0-20135).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities registered have been sold or which deregisters all securities
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.
Item 5. Interests of Named Experts and Counsel
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Ralph J. Sutcliffe, a partner of Kronish, Lieb, Weiner & Hellman LLP and
counsel to the registrant, beneficially owns 5,745 shares of the Company's
common stock.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Company's Certificate of Incorporation provides that the Company will
to the fullest extent permitted by the General Corporation Law of the State of
Delaware (the "GCL"), as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto. The Company's By-laws contain a
2
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similar provision requiring indemnification of the Company's directors and
officers to the fullest extent authorized by the GCL. The GCL permits a
corporation to indemnify its directors and officers (among others) against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
action, suit or proceeding brought (or threatened to be brought) by third
parties, if such directors or officers 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. In a derivative action,
i.e., one by or in the right of the corporation, indemnification may be made
- ----
for expenses (including attorneys' fees) actually and reasonably incurred by
directors and officers in connection with the defense or settlement of such
action if they had acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the Company unless and only
to the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses. The GCL further
provides that, to the extent any director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
this paragraph, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. In addition, the Company's
Certificate of Incorporation contains a provision limiting the personal
liability of the Company's directors for monetary damages for certain breaches
of their fiduciary duty. The Company has indemnification insurance under which
directors and officers are insured against certain liability that may occur in
their capacity as such.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of said Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
3
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Item 8. Exhibits.
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4.1 Restated Certificate of Incorporation of the Company, together with
all amendments thereto. Exhibit 3.1 to the Company's S-1 filed with the SEC on
November 8, 1993 (No. 33-69053) (the "Form S-1") is incorporated herein by
reference.
4.2 By-Laws of the Company, together with all amendments thereto.
Exhibit 3.2 to the Form S-1 is incorporated herein by reference.
5.1 Opinion of counsel as to legality of the shares of common stock
covered by this Registration Statement.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Mendelsohn Kary Bell & Natoli, P.C.
23.3 Consent of counsel (included within Exhibit 5.1)
4
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Item 9. Undertakings.
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A. Post-Effective Amendments
-------------------------
The 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, as amended ("1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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
maximum aggregate offering price set forth 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 this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that subparagraphs (i) and (ii) above will not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended ("1934 Act"), that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
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.
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B. Subsequent Documents Incorporated by Reference
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The registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the 1934 Act) that is incorporated by reference in this Registration Statement
will 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.
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C. Claims for Indemnification
--------------------------
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the 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 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 Act and
will be governed by the final adjudication of such issue.
6
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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, thereunto duly
authorized, in the City of Tampa, State of Florida, on the 17th day of May,
1996.
Intermedia Communications of Florida, Inc.
(Registrant)
By: /s/ David C. Ruberg
-------------------------------------
David C. Ruberg
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in all
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------ ---------------------- ------------
<S> <C> <C>
/s/ David C. Ruberg Chairman of the May 17, 1996
- ------------------------ Board, President,
David C. Ruberg Chief Executive
Officer and Director
/s/ Ronald L. Tolliver Senior Vice May 17, 1996
- ------------------------ President, Chief
Ronald L. Tolliver Financial Officer and
Secretary
/s/ Jeanne M. Walters Controller and Chief May 17, 1996
- ------------------------ Accounting Officer
Jeanne M. Walters
- ------------------------ Director May 17, 1996
John C. Baker
/s/ George F. Knapp Director May 17, 1996
- ------------------------
George F. Knapp
</TABLE>
7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
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<S> <C> <C>
4.1 Restated Certificate of -
Incorporation of the Company,
together with all amendments
thereto. Exhibit 3.1 to the
Company's S-1 filed with the SEC on
November 8, 1993 (No. 33-69053) (the
"Form S-1") is incorporated herein
by reference.
4.2 By-Laws of the Company, together -
with all amendments thereto.
Exhibit 3.2 to the Form S-1 is
incorporated herein by reference.
5.1 Opinion of counsel as to 9
legality of the shares of common
stock covered by this Registration
Statement.
23.1 Consent of Ernst & Young LLP 11
23.2 Consent of Mendelsohn Kary Bell 12
& Natoli, P.C.
23.3 Consent of counsel (included -
within Exhibit 5.1)
</TABLE>
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Exhibit 5.1
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May 17, 1996
Intermedia Communications of Florida, Inc.
3625 Queen Palm Drive
Tampa, Florida 33619-1309
Gentlemen:
We have acted as counsel for Intermedia Communications of Florida, Inc.
(the "Company"), a Delaware corporation, in connection with the registration
pursuant to a Registration Statement on Form S-8 (the "Registration Statement"")
by the Company under the Securities Act of 1933, as amended (the "Act"), of
1,500,000 shares of the Company's common stock, $.01 par value (the "Common
Stock"), to be offered for sale by the Company under Intermedia Communications
of Florida, Inc. Long Term Incentive Plan (the "Plan").
We have examined the Company's Certificate of Incorporation and By-laws,
both as amended, and minute books and such other documents and records as we
have deemed necessary and relevant as a basis for our opinions hereinafter set
forth. For the purposes of this letter, we have assumed the genuineness of all
signatures and the conformity to original documents of all instruments furnished
to us for review or examination as copies.
Based on the foregoing and having regard to such legal considerations as
we have deemed relevant, it is our opinion that:
1. The Company is a corporation duly organized under the laws of the
State of Delaware.
2. The Common Stock covered by the Registration Statement has been duly
authorized by the Board of Directors of the Company and, upon approval by the
record holders of Common Stock, will be validly authorized.
3. When (i) the Plan has been authorized by the shareholders of the
Company, (ii) the Common Stock has been duly registered under the Act, (iii)
certificates for the Common Stock have been duly delivered, and (iv) the Company
has received the consideration to be received by it pursuant to the Plan, the
Common Stock will be validly issued, fully paid and non-assessable by the
Company, with no personal liability attaching to ownership thereof.
We hereby consent to the inclusion of this opinion in the Registration
Statement and to the references to this firm contained therein.
Very truly yours,
KRONISH, LIEB, WEINER & HELLMAN LLP
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Exhibit 23.1
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Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Long Term Incentive Plan of Intermedia Communications of
Florida, Inc. of our report dated February 20, 1996, with respect to the
consolidated financial statements and schedule of Intermedia Communications of
Florida, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Tampa, Florida
May 13, 1996
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Exhibit 23.2
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Long Term Incentive Plan of Intermedia Communications of
Florida, Inc. of our reports dated September 16, 1994, except for note 7 as to
which the date is July 17, 1995, with respect to the consolidated financial
statements of FiberNet USA, Inc. and Subsidiaries and the financial statements
of FiberNet Telecommunications Cincinnati, Inc. included in the Intermedia
Communications of Florida, Inc. Annual Report (Form 10-K) for the year ended
December 31, 1995.
Mendelsohn Kary Bell & Natoli, P.C.
New York, New York
May 13, 1996
