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Registration Statement No.333-
SECURITY 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 registrant as specified in its charter)
Delaware 59-2913586
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Intermedia Way, Tampa, Florida 33647-1752
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(Address of principal executive offices)
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.
One Intermedia Way
Tampa, FL 33647-1752
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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, New York 10036-7798
(212) 479-6170
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount to be Maximum Maximum Aggregate Amount of
Registered Registered Offering Price Offering Price Registration Fee
(1) Per
Share(2)
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 3,750,000 $33.0625 $123,984,375 $32,731
</TABLE>
(1) This registration statement also pertains to rights to purchase one unit
consisting of one one-thousandth of one share of Series A Preferred Stock
("Rights") of the Registrant. 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 ownership of
the Common Stock and will be transferred along with and only with the Common
Stock.
(2) Average of the high and low prices of Common Stock as reported on the Nasdaq
National Market on June 12, 2000, pursuant to Rule 457 (h) (1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 by reference.
All documents subsequently filed by the Company with the SEC 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
Ralph J. Sutcliffe, a partner of Kronish Lieb Weiner & Hellman LLP,
beneficially owns 11,490 shares of the Company's common stock, par value $.01
per share, a warrant to purchase 200,000 shares of the Company's common stock at
an exercise price equal to $20.75 per share, and subject to vesting, options to
purchase 22,000 shares of the Company's common stock at an exercise price of
$34.1875 per share. Mr. Sutcliffe is a director of the Company.
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Item 8. Exhibits
Exhibit
Number Exhibit
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5.1 Opinion of counsel as to legality of the shares of common stock
covered by this Registration Statement
23.1 Consent of independent auditors
23.2 Consent of counsel (included within Exhibit 5.1)
24.1 Power of Attorney (see signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all 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 this 13 day of June,
2000.
Intermedia Communications Inc.
By: /s/ Robert M. Manning
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Robert M. Manning,
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed 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.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ David C. Ruberg Chairman of the Board June 13, 2000
---------------------------- President, and Chief
David C. Ruberg Executive Officer
Principal Financial and
Accounting Officers:
/s/ Robert M. Manning Senior Vice President and June 13, 2000
--------------------------- Chief Financial Officer
Robert M. Manning
/s/ Jeanne M. Walters Vice President, Controller June 13, 2000
--------------------------- And Chief Accounting
Jeanne M. Walters Officer
Other Directors:
/s/ John C. Baker Director June 13, 2000
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John C. Baker
Director June , 2000
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Philip A. Campbell
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/s/ George F. Knapp Director June 13, 2000
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George F. Knapp
/s/ James H. Greene, Jr. Director June 13, 2000
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James H. Greene, Jr.
/s/ Alexander Navab Director June 13, 2000
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Alexander Navab
/s/ Ralph J. Sutcliffe Director June 13, 2000
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Ralph J. Sutcliffe
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EXHIBIT INDEX
Exhibit
Number Exhibit Page
------- ------- ----
5.1 Opinion of counsel as to legality of the shares
of common stock covered by this Registration
Statement
23.1 Consent of independent auditors
23.2 Consent of counsel (included within Exhibit 5.1)
24.1 Power of Attorney (see signature page)
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