As filed with the Securities and Exchange Commission on September 29, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
UnitedGlobalCom, Inc.
(f/k/a United International Holdings, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
Delaware 84-1116217
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4643 South Ulster Street, Suite 1300 80237
Denver, Colorado (Zip Code)
Telephone: (303) 770-4001
(Address of Principal Executive Offices)
----------------------
UNITEDGLOBALCOM, INC.
1993 Stock Option Plan
(f\k\a United International Holdings, Inc.
1993 Stock Option Plan)
----------------------
Frederick G. Westerman With Copies to:
Chief Financial Officer
4643 South Ulster Street, Suite 1300 Garth B. Jensen, Esq.
Denver, Colorado 80237 Holme Roberts & Owen LLP
Telephone: (303) 770-4001 1700 Lincoln, Suite 4100
(Name, Address, and Telephone Number, Denver, Colorado 80202
Including Area Code, of Agent for Service) Telephone: (303) 866-0477
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
======================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 800,000 $77.11 $61,687,500 $17,149.00
Common Stock
($.01 par value)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee for
the shares being registered hereby pursuant to Rule 457(h) based on an
exercise price of $77.11 per share (the average of the high and low sales
price for Class A Common Stock on September 28, 1999, as reported on the
Nasdaq National Market).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement applies to additional shares of Class A Common
Stock, $.01 par value per share, of the Registrant relating to Registrant' 1993
Stock Option Plan, for which a Registration Statement on Form S-8 (File No.
333-68641) is effective. The contents of Registrant's Registration Statement on
Form S-8 (File No. 333-68641) are hereby incorporated by reference.
Item 8 EXHIBITS
Exhibit
Number Description
- ------- -----------
5.1 Legality opinion of Holme Roberts & Owen LLP.
23.1 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Holdings, Inc.).
23.2 Consent of Independent Public Accountants--Galaz, Gomez Morfin,
Chavero, Yamazaki, S.C. (Tele Cable de Morelos, S.A. de C.V.).
23.3 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Properties, Inc.).
23.4 Consent of Independent Public Accountants--Arthur Andersen LLP
(UIH Europe, Inc. f/k/a Joint Venture, Inc.)
23.5 Consent of Independent Public Accountants--Arthur Andersen & Co.
(United Telekabel Holding N.V.)
23.6 Consent of Independent Accountants--PricewaterhouseCoopers N.V.
(N.V. TeleKabel Beheer)
23.7 Consent of Independent Auditors--KPMG (@Entertainment, Inc.)
23.8 Consent of Independent Accountants--Arthur Andersen (N.V.
TeleKabel Beheer)
23.9 Consent of Independent Auditors--Arthur Andersen (A2000 Holding
N.V.)
23.10 Consent of Independent Public Accountants--Arthur Andersen s.r.o.
(Kabel Plus, a.s.)
23.11 The consent of Holme Roberts & Owen LLP is included in Exhibit
5.1.
24.1 Power of Attorney.
II-1
<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 Denver, State of Colorado, on September 29, 1999.
UNITEDGLOBALCOM, INC.
a Delaware corporation
f/k/a United International Holdings, Inc.
By: /S/ Valerie L. Cover
------------------------------------
Valerie L. Cover
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* Chairman of the Board and Chief September 29, 1999
----------------------------------- Executive Officer
Gene W. Schneider
* Chief Financial Officer September 29, 1999
-----------------------------------
Frederick G. Westerman
/S/ Valerie L. Cover Vice President and Controller September 29, 1999
-----------------------------------
Valerie L. Cover
* Director September 29, 1999
-----------------------------------
Albert M. Carollo
* Director September 29, 1999
-----------------------------------
John P. Cole, Jr.
* Director September 29, 1999
-----------------------------------
Lawrence F. DeGeorge
* Director September 29, 1999
-----------------------------------
Lawrence J. DeGeorge
----------------------------------- Director __________, 1999
Antony P. Ressler
* Director September 29, 1999
-----------------------------------
John F. Riordan
* Director September 29, 1999
-----------------------------------
Curtis W. Rochelle
* Director September 29, 1999
-----------------------------------
Mark L. Schneider
* Director September 29, 1999
-----------------------------------
Bruce H. Spector
*By: /S/ Valerie L. Cover September 29, 1999
----------------------------------
Valerie L. Cover, Attorney-in-fact
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
5.1 Legality opinion of Holme Roberts & Owen LLP.
23.1 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Holdings, Inc.).
23.2 Consent of Independent Public Accountants--Galaz, Gomez Morfin,
Chavero, Yamazaki, S.C. (Tele Cable de Morelos, S.A. de C.V.).
23.3 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Properties, Inc.).
23.4 Consent of Independent Public Accountants--Arthur Andersen LLP
(UIH Europe, Inc. f/k/a Joint Venture, Inc.)
23.5 Consent of Independent Public Accountants--Arthur Andersen & Co.
(United Telekabel Holding N.V.)
23.6 Consent of Independent Accountants--PricewaterhouseCoopers N.V.
(N.V. TeleKabel Beheer)
23.7 Consent of Independent Auditors--KPMG (@Entertainment, Inc.)
23.8 Consent of Independent Accountants--Arthur Andersen (N.V.
TeleKabel Beheer)
23.9 Consent of Independent Auditors--Arthur Andersen (A2000 Holding
N.V.)
23.10 Consent of Independent Public Accountants--Arthur Andersen s.r.o.
(Kabel Plus, a.s.)
23.11 The consent of Holme Roberts & Owen LLP is included in Exhibit
5.1.
24.1 Power of Attorney.
Exhibit 5.1
September 28, 1999
UnitedGlobalCom, Inc.
4643 South Ulster Street
Denver, Colorado 80237
Dear Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") on or about September 29,
1999 (the "Registration Statement") by UnitedGlobalCom, Inc., a Delaware
corporation (the "Company"), for the purpose of registering under the Securities
Act of 1933, as amended (the "Act"), 800,000 shares of its Class A Common Stock,
par value $0.01 per share (the "Class A Common Stock").
As counsel for the Company, we have examined such documents and reviewed such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion. Based on the foregoing, we are of the opinion that the shares
of Class A Common Stock, when sold and delivered by the Company pursuant to the
1993 Stock Option Plan described in the Registration Statement, will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or under the rules and regulations of the Commission.
We do not express an opinion on any matters other than those expressly set forth
in this letter.
Sincerely,
HOLME ROBERTS & OWEN LLP
By: /S/ Garth B. Jensen
------------------------
Garth B. Jensen, Partner
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated April
30, 1999, on the consolidated financial statements of United International
Holdings, Inc. (d\b\a UnitedGlobalCom), which report appears in the Transition
Report on Form 10-K of United International Holdings, Inc. (d\b\a
UnitedGlobalCom) for the transition period from March 1, 1998 to December 31,
1998.
/S/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Denver, Colorado
September 27, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated March
6, 1998, on our audits of the combined financial statements of Tele Cable de
Morelos S.A. de C.V. and related companies (all of which are subsidiaries of
Megapo Cominicaciones de Mexico, S.A. de C.V.) for the years ended December 31,
1996 and 1997, which report appears in the Transition Report on Form 10-K of
United International Holdings, Inc. (d\b\a UnitedGlobalCom.Inc.) for the
transition period from March 1, 1998 to December 31, 1998.
/S/ Galaz, Gomez Morfin, Chavero, Yamazaki, S.C.
-------------------------------------------------
Galaz, Gomez Morfin, Chavero, Yamazaki, S.C.
Acapulco, Mexico
September 27, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated April
30, 1999, on the consolidated financial statements of United International
Properties, Inc., which report appears in the Transition Report on Form 10-K of
United International Holdings, Inc. (d\b\a UnitedGlobalCom) for the transition
period from March 1, 1998 to December 31, 1998.
/S/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Denver, Colorado
September 27, 1999
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated April
30, 1999, on the consolidated financial statements of UIH Europe, Inc., which
report appears in the Transition Report on Form 10-K of United International
Holdings, Inc. (d\b\a UnitedGlobalCom) for the transition period from March 1,
1998 to December 31, 1998.
/S/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Denver, Colorado
September 27, 1999
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by reference in
this registration statement on Form S-8 of our report dated March 19, 1999, on
the financial statements of United Telekabel Holding N.V. for the year ended
December 31, 1998 and for the period from commencement of operations (August 6,
1998) to December 31, 1998, which report appears in the Transition Report on
Form 10-K of United International Holdings, Inc. (d/b/a UnitedGlobalCom) for the
transition period from March 1, 1998 to December 31, 1998.
/S/ Arthur Andersen
-------------------------
Arthur Andersen
Amstelveen, The Netherlands
September 27, 1999
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated September 11, 1998, except with
respect to note 14, for which the date is January 14, 1999, on our audits of the
consolidated financial statements of N.V. TeleKabel Beheer as of December 31,
1996 and 1997 and for the period from August 22, 1995 (date of incorporation) to
December 31, 1995 and the years ended December 31, 1996 and 1997, which report
appears in the Current Report on Form 8-K/A-1 of UnitedGlobalCom, Inc. (formerly
known as United International Holdings, Inc.) dated February 17, 1999.
/S/ PricewaterhouseCoopers N.V.
--------------------------------
PricewaterhouseCoopers N.V.
Arnhem, The Netherlands
September 27, 1999
Exhibit 23.7
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by reference in
this registration statement on Form S-8 of our report dated March 29, 1999, on
our audits of the consolidated balance sheets of @Entertainment, Inc. and
subsidiaries as of December 31, 1997 and 1998 and the related consolidated
statements of operations, comprehensive loss, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1998, which report appears in the Current Reports on Form 8-K of
UnitedGlobalCom, Inc. dated June 28, 1999 and on Form 8-K/A-1 of
UnitedGlobalCom, Inc. dated July 30, 1999.
/S/ KPMG
---------
KPMG
Warsaw, Poland
September 27, 1999
Exhibit 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation by reference
in this registration statement on Form S-8 of our report dated February 26,
1999, with respect to the consolidated balance sheet of N.V. TeleKabel Beheer as
of December 31, 1998, and the related consolidated statements of operations,
changes in shareholders' equity and cash flows for the year ended December 31,
1998, which report appears in the Current Report on Form 8-K of United
International Holdings, Inc. (d/b/a UnitedGlobalCom) dated June 28, 1999.
/S/ Arthur Andersen
--------------------
Arthur Andersen
Amstelveen, The Netherlands
September 27, 1999
Exhibit 23.9
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by reference in
this registration statement on Form S-8 of our report dated March 9, 1999, with
respect to the consolidated balance sheets of A2000 Holding N.V. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the two-year period ended December 31, 1998, which report appears
in the Current Report on Form 8-K of United International Holdings, Inc. (d/b/a
UnitedGlobalCom) dated June 28, 1999.
/S/ Arthur Andersen
--------------------
Arthur Andersen
Amstelveen, The Netherlands
September 27, 1999
Exhibit 23.10
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated June
18, 1999 (except for Note 15, as to which the date is June 22, 1999), with
respect to the consolidated balance sheets of Kabel Plus, a.s. and subsidiaries
as of December 31, 1998 and 1997, and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for each of the years
in the two-year period ended December 31, 1998, which report appears in the
Current Report on Form 8-K of United International Holdings, Inc. (d/b/a
UnitedGlobalCom) dated June 28, 1999.
/S/ Arthur Andersen s.r.o.
---------------------------
Arthur Andersen s.r.o.
Prague, Czech Republic
September 27, 1999
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gene W. Schneider, Frederick G. Westerman and
Valerie L. Cover, and each of them, his or her attorneys-in-fact, with full
power of substitution, for him or her in any and all capacities, to sign a
registration statement to be filed with the Securities and Exchange Commission
(the "Commission") on Form S-8 in connection with the registration by
UnitedGlobalCom, Inc., a Delaware corporation (the "Company"), of 800,000 shares
of Class A Common Stock issuable under the Company's 1993 Stock Option Plan, and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission; and to sign all documents in connection with the
qualification and issuance of such shares with Blue Sky authorities; granting
unto said attorneys-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in the premises, hereby ratifying
and confirming all that said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.
Date: September 27, 1999 /S/ Gene W. Schneider
-----------------------------------------
Gene W. Schneider
Date: September 16, 1999 /S/ Frederick G. Westerman III
-----------------------------------------
Frederick G. Westerman
Date: September 16, 1999 /S/ Valerie L. Cover
-----------------------------------------
Valerie L. Cover
Date: September 17, 1999 /S/ Albert M. Carollo
-----------------------------------------
Albert M. Carollo
Date: September 17, 1999 /S/ John P. Cole
-----------------------------------------
John P. Cole, Jr.
Date: September 10, 1999 /S/ Lawrence F. DeGeorge
-----------------------------------------
Lawrence F. DeGeorge
Date: September 9, 1999 /S/ Lawrence J. DeGeorge
-----------------------------------------
Lawrence J. DeGeorge
Date: ___________, 1999 -----------------------------------------
Antony P. Ressler
Date: September 17, 1999 /S/ John F. Riordan
-----------------------------------------
John F. Riordan
Date: September 17, 1999 /S/ Curtis W. Rochelle
-----------------------------------------
Curtis W. Rochelle
Date: September 17, 1999 /S/ Mark L. Schneider
-----------------------------------------
Mark L. Schneider
Date: September 9, 1999 /S/ Bruce H. Spector
-----------------------------------------
Bruce H. Spector
