<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1999
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
- ------------------------------ ----------------------
(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>
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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 fee
- ----------- ---------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par 1,000,000 $22.97 $22,970,000 $6,385.66
value(2)
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</TABLE>
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(1) Average of the bid and asked prices as reported on the Nasdaq National
Market on June 10, 1999, pursuant to Rule 457(h)(1).
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(2) This Registration Statement also pertains to rights to purchase one
one-thousandth of a share of Series A Preferred Stock of the Registrant
("Rights"). Upon the occurrence of certain prescribed events, one Right
will be issued for each share of Common Stock. Until the occurrence of
such events, the Rights are not exercisable, will be evidenced by the
ownership of the Common Stock and will be transferred along with and
only with the Common Stock.
2
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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.
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<CAPTION>
Exhibits.
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<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)
24.1 Power of Attorney (see signature page)
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3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 this 15 day of June, 1999.
INTERMEDIA COMMUNICATIONS INC.
By: /s/ Robert M. Manning,
-----------------------------------
Robert M. Manning,
Chief Financial Officers
Secretary and Senior Vice
President
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. Each person whose signature appears below
authorizes David C. Ruberg and Robert M. Manning, or either of them, as
attorney-in-fact to sign and file in each capacity stated below, all amendments
and post-effective amendments to this Registration Statement.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David C. Ruberg Chairman of the Board, June 15, 1999
- ---------------------------------------------- President and Chief ----
David C. Ruberg Executive Officer
Principal Financial and
Accounting Officers:
/s/ Robert M. Manning Chief Financial Officer,
- ---------------------------------------------- Secretary and Senior June 15, 1999
Robert M. Manning Vice President ----
/s/ Jeanne M. Walter Controller and Chief
- ---------------------------------------------- Accounting Officer June 15, 1999
Jeanne M. Walter ----
Other Directors:
/s/ John C. Baker Director
- ---------------------------------------------- June 15, 1999
John C. Baker ----
/s/ George F. Knapp Director
- ---------------------------------------------- June 15, 1999
George F. Knapp ----
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<CAPTION>
<S> <C> <C>
/s/ Phillip A. Campbell Director June 15, 1999
- -------------------------------------------- ----
Phillip A. Campbell
/s/ Pierce Jackson Roberts, Jr. Director June 15, 1999
- --------------------------------------------- ----
Pierce Jackson Roberts, Jr.
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5
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EXHIBIT INDEX
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<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)
24.1 Power of Attorney (see signature page)
</TABLE>
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EXHIBIT 5.1
June 16, 1999
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 1,000,000
additional shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), to be offered for sale by the Company from time to time
pursuant to awards granted 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
2
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Intermedia Communications Inc. Long-Term Incentive Plan
of our report dated February 17, 1999, 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, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Tampa, Florida
June 11, 1999
