<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1996
REGISTRATION NO.
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERMEDIA COMMUNICATIONS OF FLORIDA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 59-29-13586
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3625 QUEEN PALM DRIVE
TAMPA, FLORIDA 33619
(813) 621-0011
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
DAVID C. RUBERG, CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTERMEDIA COMMUNICATIONS OF FLORIDA, INC.
3625 QUEEN PALM DRIVE
TAMPA, FLORIDA 33619
(813) 621-0011
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
RALPH J. SUTCLIFFE, ESQ. RAYMOND Y. LIN, ESQ.
KRONISH, LIEB, WEINER & HELLMAN LLP LATHAM & WATKINS
1114 AVENUE OF THE AMERICAS 885 THIRD AVENUE
NEW YORK, NEW YORK 10036-7798 NEW YORK, NEW YORK 10022
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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] 33-34738
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. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C>
Senior Discount Notes due 2006 $ 29,919,300 $10,317
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Common Stock, $.01 par value $ 14,950,000 $ 5,156
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Total: $15,473
</TABLE>
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(1) Estimated solely for the purpose of determining the registration fee.
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION ON FORM S-3, COMMISSION FILE NO.
33-34738
Intermedia Communications of Florida, Inc. (the "Company") hereby
incorporates by reference into this Registration Statement on Form S-3 in its
entirety the Registration Statement on Form S-3 (Commission File No. 33-34738)
declared effective on May 8, 1996 by the Securities and Exchange Commission
(the "Commission"), including each of the documents filed by the Company with
the Commission and incorporated or deemed to be incorporated by reference
therein.
<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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF TAMPA, ON THIS 9TH DAY OF MAY, 1996.
Intermedia Communications
of Florida, Inc.
/s/ David C. Ruberg
By: _________________________________
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 THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
Principal Executive Officer:
/s/ David C. Ruberg Chairman of the May 9, 1996
- ------------------------------------- Board, President
DAVID C. RUBERG and Chief Executive
Officer
Principal Financial and Accounting Officers:
* Chief Financial , 1996
- ------------------------------------- Officer and Senior
RONALD L. TOLLIVER Vice President
* Controller and Chief , 1996
- ------------------------------------- Accounting Officer
JEANNE M. WALTERS
Other Directors:
* Director , 1996
- -------------------------------------
JOHN C. BAKER
* Director , 1996
- -------------------------------------
GEORGE F. KNAPP
*By: /s/ David C. Ruberg
- -------------------------------------
DAVID C. RUBERG AS ATTORNEY-IN-FACT
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
5.1 --Opinion of Kronish, Lieb, Weiner & Hellman LLP re: legality.
8.1 --Opinion of Kronish, Lieb, Weiner & Hellman LLP re: certain
tax matters is contained in their opinion filed as Exhibit
5.1 to this Registration Statement.
23.1 --Consent of Kronish, Lieb, Weiner & Hellman LLP is contained
in their opinion filed as Exhibit 5.1 to this Registration
Statement.
23.2 --Consent of Ernst & Young LLP.
23.3 --Consent of Mendelsohn Kary Bell & Natoli, P.C.
24.1* --Powers of Attorney.
</TABLE>
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* Incorporated by reference to the Company's Registration Statement on Form S-3
(Commission File No. 33-34738).
<PAGE>
EXHIBIT 5.1
May 8, 1996
Intermedia Communications of
Florida, Inc. 3625 Queen Palm
Drive Tampa, Florida 33619
Ladies and Gentlemen:
We have acted as counsel to Intermedia Communications of Florida, Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-3 (Registration No. 33-34738) under the Securities Act of
1933, as amended, (the "Registration Statement"), registering an additional
$29,919,300 gross proceeds of Senior Discount Notes due 2006 (the "Senior
Discount Notes") and up to 575,000 shares of the Company's common stock, $.01
par value (the "Common Stock") which Common Stock upon being sold would yield
gross proceeds of $14,950,000 for the Company. The Senior Discount Notes are
to be issued pursuant to an indenture between the Company and Sun Trust Bank,
Central Florida, National Association, as trustee (the "Indenture").
In that connection, we have reviewed a draft of the Indenture, the
Certificate of Incorporation of the Company, as amended, its By-laws,
resolutions of its Board of Directors and such other documents and records as
we have deemed appropriate.
On the basis of such review, and having regard to such legal considerations
that we deem relevant, it is our opinion that:
1. The Common Stock, when issued in accordance with the terms set forth in
the Registration Statement, will be duly and validly issued, fully paid and
nonassessable;
2. Upon the execution and delivery of the Indenture, substantially in the
form of the draft reviewed by us, by the parties thereto and the execution,
authentication and delivery of the Senior Discount Notes in accordance with
the Indenture, the Senior Discount Notes will be legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, except
that (i) the enforceability of the Senior Discount Notes may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, including
those relating to fraudulent transfers and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to certain equitable defenses and to the discretion of the court before which
any proceeding may be brought; and
3. The statements under the caption "Certain Federal Income Tax
Considerations" in the preliminary prospectus relating to the Senior Discount
Notes incorporated into the Registration Statement, insofar as such statements
constitute summaries of federal income tax law, fairly summarize the matters
referred to therein.
We are members of the Bar of the State of New York and do not purport to be
experts or give any opinion except as to matters involving the laws of such
State, the general corporate law of the State of Delaware and federal laws of
the United States.
We hereby consent to the reference to us under the caption "Legal Matters"
in each of the prospectuses incorporated into the Registration Statement and
under the caption "Certain Federal Income Tax
1
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Considerations" in the prospectus relating to the Senior Discount Notes
incorporated into the Registration Statement and to the use of this opinion as
an exhibit to the Registration Statement. In giving such consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
Kronish, Lieb, Weiner & Hellman LLP
2
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
filed pursuant to Rule 462(b) of the Securities Act of the reference to our
firm under the captions "Experts" and "Selected Financial and Other Operating
Data," to the use of our report dated February 20, 1996, with respect to
Intermedia Communications of Florida, Inc. and to the use of our report dated
March 8, 1996, with respect to the Telecommunications Division of EMI
Communications Corporation, included in the Registration Statement (Form S-3
No. 33-34738) and related Prospectus of Intermedia Communications of Florida,
Inc.
We also consent to the incorporation by reference therein of our report
dated February 20, 1996, with respect to the consolidated financial statements
and schedule of Intermedia Communications of Florida, Inc. included in the
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 6, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
filed pursuant to Rule 462(b) of the Securities Act of the reference to our
firm under the caption "Experts" and to the use of our reports dated September
16, 1994, except for Note 7 as to which the date is July 17, 1995, with
respect to the financial statements of FiberNet USA, Inc. and Subsidiaries (a
development stage company) and FiberNet Telecommunications Cincinnati, Inc.,
incorporated by reference in the Registration Statement (Form S-3
No. 33-34738) and related prospectus of Intermedia Communications of Florida,
Inc.
Mendelsohn Kary Bell & Natoli, P.C.
New York, New York
May 6, 1996
