<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1997
REGISTRATION NO. 333-32817
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERMEDIA COMMUNICATIONS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 4813 59-29-13586
(Primary Standard (I.R.S. Employer
(State or other Industrial Identification No.)
jurisdiction Classification
of incorporation or Code Number)
organization)
3625 QUEEN PALM DRIVE
TAMPA, FLORIDA 33619
(813) 829-0011
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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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
(813) 829-0011
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
RALPH J. SUTCLIFFE, ESQ.
KRONISH, LIEB, WEINER & HELLMAN LLP
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-7798
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PROPOSED OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE FEE
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<S> <C> <C> <C> <C>
11 1/4% Series B Senior
Discount Notes
due 2007.............. $649,000,000 58.145% $377,361,164 $114,352*
</TABLE>
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(1) Calculated pursuant to Rule 457(f)(2) based upon the book value on July
31, 1997 of the securities to be received by the registrant in the
exchange.
* Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE OR DATES AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, as amended, provides
that the Company shall 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 Bylaws 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 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 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, as amended, 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 Act may be
permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
II-1
<PAGE>
ITEM 21. EXHIBITS.
(A) EXHIBITS
<TABLE>
<C> <S>
1.1* --Purchase Agreement, dated as of July 3, 1997, among the Company and
the Initial Purchasers.
2.1 --Agreement and Plan of Merger, dated as of June 4, 1997, among the
Company, Daylight Acquisition Corp. and DIGEX. Exhibit 99(c)(1) to
the Company's Schedule 14D-1 filed with the Commission on June 11,
1997 is incorporated herein by reference.
2.2* --Asset Acquisition Agreement, dated as of June 24, 1997, among the
Company, Telco Communications Group, Inc., Telco Network Service,
Inc. and Telco Switch Acquisition, Inc.
4.1 --Indenture, dated as of June 2, 1995, between the Company and SunBank
National Association, as trustee. Exhibit 4.1 to the Company's
Registration Statement on Form S-4 filed with the Commission on June
20, 1995 (No. 33-93622) is incorporated herein by reference.
4.1(a) --Amended and Restated Indenture, dated as of April 26, 1996,
governing the Company's 13% Series B Senior Notes due 2005, between
the Company and SunTrust Bank, Central Florida, National Association,
as trustee. Exhibit 4.1 to the Company's Current Report on Form 8-K
filed with the Commission on April 29, 1996 is incorporated herein by
reference.
4.2 --Indenture, dated as of May 14, 1996, between the Company and
SunTrust Bank, Central Florida, National Association, as trustee.
Exhibit 4.1 to Amendment No. 1 to the Company's Registration
Statement on Form S-3 (Commission File No. 33-34738) filed with the
Commission on April 18, 1996 is incorporated herein by reference.
4.3 --Indenture, dated as of July 9, 1997, between the Company and
SunTrust Bank, Central Florida, National Association, as trustee.
Exhibit 4.1 to the Company's Current Report on Form 8-K filed with
the Commission on July 17, 1997 is incorporated herein by reference.
4.4* --Registration Rights Agreement, dated as of July 9, 1997, among the
Company and the Initial Purchasers.
5.1** --Opinion of Kronish, Lieb, Weiner & Hellman LLP.
8.1 --Opinion of Kronish, Lieb, Weiner & Hellman LLP re: tax matters, is
contained in their opinion filed as Exhibit 5.1 to this Registration
Statement.
12.1* --Statement Re: Computation of Ratios.
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 to incorporation by reference of its
report with respect to the consolidated financial statements of the
Company.
23.3* --Consent of Ernst & Young LLP to incorporation by reference of its
report with respect to the financial statements of DIGEX.
24.1* --Power of Attorney is set forth on the signature page of this
Registration Statement.
25.1* --Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 on Form T-1.
99.1* --Form of Letter of Transmittal.
</TABLE>
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*Filed with the Registration Statement on Form S-4 on August 4, 1997.
**Filed herewith.
(B) FINANCIAL STATEMENT SCHEDULES
Financial Data Schedules are not required to be filed since all financial
statements have been previously included in filings with the Commission.
II-2
<PAGE>
ITEM 22. UNDERTAKINGS.
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 Securities and Exchange Commission
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 registrants 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.
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;
(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 paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 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 fide offering thereof.
(4) 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.
(5) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 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 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.
(6) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report,
to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in
the prospectus, to deliver or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
II-3
<PAGE>
(7) To file an application for the purpose of determining eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of the Trust Indenture Act."
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF TAMPA, STATE OF FLORIDA, ON THIS 8TH DAY OF AUGUST, 1997.
INTERMEDIA COMMUNICATIONS INC.
/s/ Robert M. Manning
By___________________________________
ROBERT M. MANNING,
CHIEF FINANCIAL OFFICER
SECRETARY AND SENIOR VICE
PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE Date
Chairman of the
* Board, President August 8, 1997
_____________________________________ and Chief
DAVID C. RUBERG Executive Officer
Principal Financial and Accounting Officers:
/s/ Robert M. Manning Chief Financial
_____________________________________ Officer, August 8, 1997
ROBERT M. MANNING Secretary and
Senior Vice
President
Controller and
* Chief Accounting August 8, 1997
_____________________________________ Officer
JEANNE M. WALTERS
Other Directors:
* Director August 8, 1997
_____________________________________
JOHN C. BAKER
* Director August 8, 1997
_____________________________________
GEORGE F. KNAPP
* Director August 8, 1997
_____________________________________
PHILIP A. CAMPBELL
*By /s/ Robert M. Manning
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ROBERT M. MANNING
AS ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT PAGE
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<C> <S> <C>
1.1* --Purchase Agreement, dated as of July 3, 1997, among the
Company and the Initial Purchasers.
2.1 --Agreement and Plan of Merger, dated as of June 4, 1997, among
the Company, Daylight Acquisition Corp. and DIGEX. Exhibit
99(c)(1) to the Company's Schedule 14D-1 filed with the
Commission on June 11, 1997 is incorporated herein by
reference.
2.2* --Asset Acquisition Agreement, dated as of June 24, 1997, among
the Company, Telco Communications Group, Inc., Telco Network
Service, Inc. and Telco Switch Acquisition, Inc.
4.1 --Indenture, dated as of June 2, 1995, between the Company and
SunBank National Association, as trustee. Exhibit 4.1 to the
Company's Registration Statement on Form S-4 filed with the
Commission on June 20, 1995 (No. 33-93622) is incorporated
herein by reference.
4.1a --Amended and Restated Indenture, dated as of April 26, 1996,
governing the Company's 13% Series B Senior Notes due 2005,
between the Company and SunTrust Bank, Central Florida,
National Association, as trustee. Exhibit 4.1 to the Company's
Current Report on Form 8-K filed with the Commission on April
29, 1996 is incorporated herein by reference.
4.2 --Indenture, dated as of May 14, 1996, between the Company and
SunTrust Bank, Central Florida, National Association, as
trustee. Exhibit 4.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-3 (Commission File No. 33-
34738) filed with the Commission on April 18, 1996 is
incorporated herein by reference.
4.3 --Indenture, dated as of July 9, 1997, between the Company and
SunTrust Bank, Central Florida, National Association, as
trustee. Exhibit 4.1 to the Company's Current Report on Form 8-
K filed with the Commission on July 17, 1997 is incorporated
herein by reference.
4.4* --Registration Rights Agreement, dated as of July 9, 1997, among
the Company and the Initial Purchasers.
5.1** --Opinion of Kronish, Lieb, Weiner & Hellman LLP.
8.1 --Opinion of Kronish, Lieb, Weiner & Hellman LLP re: tax matters
is contained in their opinion filed as Exhibit 5.1 to this
Registration Statement.
12.1* --Statement Re: Computation of Ratios.
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 to incorporation by reference of
its report with respect to the consolidated financial
statements of the Company.
23.3* --Consent of Ernst & Young LLP to incorporation by reference of
its report with respect to the financial statements of DIGEX.
24.1* --Power of Attorney is set forth on the signature page of this
Registration Statement.
25.1* --Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 on Form
T-1.
99.1* --Form of Letter of Transmittal.
</TABLE>
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* Filed with the Registration Statement on Form S-4 on August 4, 1997.
** Filed herewith.
<PAGE>
Exhibit 5.1
[Kronish, Lieb, Weiner & Hellman LLP Letterhead]
August 8, 1997
Intermedia Communications Inc.
3625 Queen Palm Drive
Tampa, Florida 33619
Ladies and Gentlemen:
We have acted as counsel to Intermedia Communications Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-4 (the "Registration Statement"), filed pursuant to the Securities Act of
1933, as amended (the "Securities Act"), relating to the Company's proposed
offer to exchange (the "Exchange Offer") 11 1/4% Series B Senior Discount Notes
due 2007 of the Company (the "New Notes") for any and all outstanding 11 1/4%
Senior Discount Notes due 2007 of the Company (the "Old Notes"). The Old Notes
were issued and sold on July 9, 1997 pursuant to an indenture (the "Indenture")
between the Company and SunTrust Bank, Central Florida, National Association, as
trustee, in a transaction exempt from registration under the Securities Act in
reliance upon Rule 144A and Section 4(2) of the Securities Act. The New Notes
will also be issued pursuant to the Indenture.
In that connection, we have reviewed the Indenture, the Registration
Statement and such other documents and instruments as we have deemed
appropriate. In such review, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted as originals and the conformity to
the original documents of all documents submitted to us as copies.
On the basis of such review, and having regard to such legal consideration
as we have deemed relevant, it is our opinion that:
1. The New Notes have been duly and validly authorized for issuance by
the Company and, when issued in accordance with the terms of the Exchange Offer
and the Indenture, will be the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and
entitled to the benefits of the Indenture, except that we express no opinion as
to the validity or enforceability of rights of indemnity or contribution, or
both, and except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization or similar laws affecting the
rights of creditors generally and subject to general principles of equity.
2. The statements under the caption "Certain Federal Income Tax
Considerations" in the preliminary prospectus relating to the New Notes included
in the Registration Statement, insofar as such statements constitute summaries
of federal income tax law, fairly summarize the matters referred to therein.
<PAGE>
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 corporation laws of the State of Delaware and the federal
laws of the Untied States.
We hereby consent to the use of our name under the caption "Legal Matters"
in the prospectus included in the Registration Statement and to the use of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ KRONISH, LIEB, WEINER & HELLMAN LLP
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Kronish, Lieb, Weiner & Hellman LLP
2
