<PAGE>
Registration Statement No.333-03955
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.
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 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
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Title of Amount
securities Amount Offering Aggregate of
to be to be price offering registration
registered registered per share(1) price fee
- --------------- ---------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par 1,000,000 $32.1875 $32,187,500 $9,753.78
value
</TABLE>
- --------------------------------------------------------------------------------
Page 1
(1) Average of the bid and asked prices as reported on the Nasdaq National
Market on July 11, 1997, pursuant to Rule 457(h)(1).
<PAGE>
The contents of the Registration Statement on Form S-8 (File No. 333-
03955) of Intermedia Communications Inc. (f/k/a Intermedia Communications of
Florida, Inc.) are incorporated herein by reference.
Exhibits.
- --------
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)
2
<PAGE>
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 14th 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David C. Ruberg Chairman of the July 14, 1997
- ------------------------- Board, President
David C. Ruberg and Chief Executive
Officer
/s/ Robert M. Manning Senior Vice
- ------------------------- President, Chief July 14, 1997
Robert M. Manning Financial Officer
and Secretary
/s/ Jeanne M. Walters Controller and July 14, 1997
- ------------------------- Chief Accounting
Jeanne M. Walters Officer
/s/ John C. Baker Director July 14, 1997
- -------------------------
John C. Baker
/s/ Phillip A. Campbell Director July 14, 1997
- -------------------------
Philip A. Campbell
/s/ George F. Knapp Director July 14, 1997
- -------------------------
George F. Knapp
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C>
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)
</TABLE>
4
<PAGE>
Exhibit 5.1
Kronish, Lieb, Weiner & Hellman LLP Letterhead
May 22, 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 (File No. 333-03955) (the "Registration
Statement") by the Company under the Securities Act of 1933, as amended (the
"Act"), of 1,000,000 additional 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 under the Company's Long-Term Incentive Plan adopted in May 1996
(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.
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
5
<PAGE>
EXHIBIT 23
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-03955) pertaining to the Intermedia Communications Inc. Long-Term
Incentive Plan 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 the Annual Report (Form
10-K) for the year ended December 31, 1996.
/s/ Ernst & Young LLP
Tampa, Florida
July 11, 1997
