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Registration Statement No.333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Intermedia Communications Inc.
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(Exact name of issuer as specified in its charter)
Delaware 59-29-13586
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(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
3625 Queen Palm Drive, Tampa, Florida 33619
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(Address of Principal Executive Offices) (Zip Code)
Intermedia Communications Inc. 1997 Stock Option Plan and
1997 Equity Participation Plan for the Benefit of
Employees of DIGEX, Incorporated
(Full title of the plan)
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David C. Ruberg
Chairman of the Board, President
and Chief Executive Officer
Intermedia Communications Inc.
3625 Queen Palm Drive
Tampa, Florida 33619
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(Name and address of agent for service)
(813) 829-0011
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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, NY 10036-7798
CALCULATION OF REGISTRATION FEE
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Title of Amount
securities Amount Offering Aggregate of
to be to be price offering registration
registered registered per share(1) price(1) fee
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Common Stock,
$.01 par 1,177,117 $9.90 $11,649,777 $3,531.00
value
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Page 1
(1) Pursuant to Rule 457(h)(1), computed upon the basis of the aggregate
exercise price to be paid for all shares of Common Stock covered under this
Registration Statement.
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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 Intermedia
Communications Inc. (the "Company" or "registrant") 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 fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Company's Current Report on Form 8-K dated February 24, 1997;
(d) The Company's Current Report on Form 8-K dated March 14, 1997;
(e) The Company's Current Report on Form 8-K dated June 5, 1997;
(f) The Company's Current Report on Form 8-K dated June 24, 1997;
(g) The Company's Current Report on Form 8-K dated July 9, 1997; and
(h) The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-20135) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed April 7,
1992, April 28, 1992 and April 30, 1992.
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 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 6,745 shares of the Company's
common stock.
Item 6. Indemnification of Directors and Officers
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The Company's Restated 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, as
amended,
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contain a 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
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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
Restated 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 (the "Securities 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 Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
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Item 8. Exhibits.
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4.1 Pages 4-8 of the Company's Restated Certificate of Incorporation,
previously filed with the SEC as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996,
and incorporated herein by reference.
4.2 By-laws of the Company, together with all amendments thereto.
Exhibit 3.2 to the Company's Registration Statement on Form S-1
(File No. 33-69053) filed with the SEC on November 8, 1993 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 independent accountants
23.2 Consent of counsel (included within Exhibit 5.1)
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Item 9. Undertakings.
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A. Post-Effective Amendments
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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;
(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.
(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
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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 Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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
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fide offering thereof.
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(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. Subsequent Documents Incorporated by Reference
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The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange 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
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Insofar as indemnification for liabilities arising under the
Securities 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 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 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, as
amended, 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 21st day of
July, 1997.
Intermedia Communications Inc.
(Registrant)
By: /s/ David C. Ruberg
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David C. Ruberg
Chairman of the Board, President
and 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 all capacities and on the dates indicated.
Signature Title Date
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/s/ David C. Ruberg Chairman of the July 21, 1997
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David C. Ruberg and Chief Executive
Officer
/s/ Robert M. Manning Senior Vice July 21, 1997
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Robert M. Manning Financial Officer
and Secretary
/s/ Jeanne M. Walters Controller and July 21, 1997
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Jeanne M. Walters Accounting Officer
/s/ John C. Baker Director July 21, 1997
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John C. Baker
/s/ Philip A. Campbell Director July 21, 1997
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Philip A. Campbell
/s/ George F. Knapp Director July 21, 1997
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George F. Knapp
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EXHIBIT INDEX
Exhibit Page
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4.1 Pages 4-8 of the Company's Restated Certificate of Incorporation,
previously filed with the SEC as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996,
and incorporated herein by reference.
4.2 By-laws of the Company, together with all amendments thereto.
Exhibit 3.2 to the Company's Registration Statement on Form S-1
(File No. 33-69053) filed with the SEC on November 8, 1993 is
incorporated herein by reference.
5.1 Opinion of counsel re: legality
23.1 Consent of independent accountants
23.2 Consent of counsel
(included in Exhibit 5.1 above)
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Exhibit 5.1
Kronish, Lieb, Weiner & Hellman LLP Letterhead
July 24, 1997
Intermedia Communications Inc.
3625 Queen Palm Drive
Tampa, Florida 33619
Ladies and Gentlemen:
We have acted as counsel for Intermedia Communications 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 1,177,117
shares of the Company's common stock, par value $.01 per share (the "Common
Shares"), to be offered for sale by the Company from time to time upon the
exercise of options granted pursuant to the Company's Stock Option Plan and
Equity Participation Plan for the benefit of employees of DIGEX, Incorporated
(the "Plan").
We have examined the Company's Restated 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 Shares covered by the Registration Statement have been
validly authorized.
3. When (i) the Common Shares have been duly registered under the Act,
(ii) certificates for the Common Shares have been duly delivered, and (iii) the
Company has received the consideration to be received by it pursuant to and upon
exercise of the related awards under the Plan, the Common Shares will be validly
issued, fully paid and non-assessable by the Company, with no personal liability
attaching to ownership thereof.
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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,
/s/ KRONISH, LIEB, WEINER
& HELLMAN LLP
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EXHIBIT 23.1
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Intermedia Communications Inc. 1997 Stock Option Plan
and 1997 Equity Participation Plan for the Benefit of Employees of DIGEX,
Incorporated of our report dated February 10, 1997, except for Note 13, as to
which the date is March 7, 1997, with respect to the consolidated financial
statements and schedule of Intermedia Communications Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
Tampa, Florida
July 24, 1997
