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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL CABLETEL INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 52-1822078
(State of incorporation) (I.R.S. employer identification no.)
110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
(Address of principal executive offices; zip code)
INTERNATIONAL CABLETEL INCORPORATED NONQUALIFIED STOCK OPTION AGREEMENTS
(Full title of the Plan)
RICHARD J. LUBASCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTERNATIONAL CABLETEL INCORPORATED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 371-3714
(Name, address and telephone number, including area code, of agent for service)
Copies to:
THOMAS H. KENNEDY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=========================================================================================================================
Title of Securities to be Amount to Proposed Maximum Offer- Proposed Maximum Ag- Amount of
Registered be ing Price Per Share (1)(2) gregate Offering Price (2) Regis-
Registered tration Fee (3)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,112,835 $25.625 $28,516,396.88 $9,833.24
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights) (4)
==========================================================================================================================
</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis of
the average of the high and low sale prices for a share of Common Stock on
the Nasdaq Stock Market's National Market on September 26, 1996.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act.
(4) Prior to the occurrence of certain events, the Series A Junior
Participating Preferred Stock Purchase Rights (the "Rights") will not be
evidenced separately from the Common Stock. The value attributable to the
Rights, if any, is reflected in the value of the Common Stock.
Page 1 of 17 Pages
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Pursuant to Instruction E of Form S-8 with respect to the registration of
additional securities, the Registration Statement dated December 7, 1992 of the
registrant's predecessor company, OCOM Corporation, a Delaware corporation,
filed on Form S-8 (File No. 33-55448), and all exhibits thereto, and the
Registration Statement dated May 12, 1994 of the registrant, International
CableTel Incorporated, filed on Form S-8 (File No. 33-78848), and all exhibits
thereto, are incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5 Opinion of Richard J. Lubasch, Esq. regarding the legality of the
securities being registered
23.1 Consent of Richard J. Lubasch, Esq. (included as part of Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
Page 2 of 17 Pages
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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 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 New York, State of New York, on this 26th day of
September, 1996.
INTERNATIONAL CABLETEL INCORPORATED
By: /s/ Richard J. Lubasch
------------------------------------------
Richard J. Lubasch
Senior Vice President, General Counsel and
Secretary
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 date indicated.
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<CAPTION>
Name Title Date
- ----------------------- -------------------------- ------------------
<S> <C> <C>
* Chairman of the Board, September 26, 1996
- ----------------------- Chief Executive Officer
George S. Blumenthal and Treasurer (Principal
Executive Officer)
* President, Chief Operating September 26, 1996
- ----------------------- and Financial Officer and
J. Barclay Knapp Director (Principal Finan-
cial Officer)
* Vice President-Controller September 26, 1996
- ----------------------- (Principal Accounting
Gregg Gorelick Officer)
</TABLE>
Page 3 of 17 Pages
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<TABLE>
<CAPTION>
<S> <C> <C>
* Director September 26, 1996
- -----------------------
Sidney R. Knafel
* Director September 26, 1996
- -----------------------
Ted H. McCourtney
* Director September 26, 1996
- -----------------------
Del Mintz
* Director September 26, 1996
- -----------------------
Alan J. Patricof
* Director September 26, 1996
- -----------------------
Warren Potash
* Director September 26, 1996
- -----------------------
Michael S. Willner
</TABLE>
* By: /s/ Richard J. Lubasch
----------------------
Richard J. Lubasch
Attorney-in-Fact
Page 4 of 17 Pages
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EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
<S> <C> <C>
5 Opinion of Richard J. Lubasch, Esq.
regarding the legality of the securities being
registered 6
23.1 Consent of Richard J. Lubasch, Esq.
(included as part of Exhibit 5) 6
23.2 Consent of Ernst & Young LLP 8
24 Powers of Attorney 9
</TABLE>
Page 5 of 17 Pages
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EXHIBIT 5
---------
[INTERNATIONAL CABLETEL INCORPORATED LETTERHEAD]
September 24, 1996
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: International CableTel Incorporated
Registration Statements on Form S-8
-----------------------------------
Gentlemen:
I am Senior Vice President, General Counsel and Secretary of International
CableTel Incorporated, a Delaware corporation (the "Company"), and am familiar
with the proceedings taken by the Company in connection with (i) the
Registration Statements on Form S-8 (the "Registration Statements") which the
Company is filing to register (a) 1,112,835 shares of its common stock, par
value $.01 per share (the "Common Stock"), under the Securities Act of 1933, as
amended (the "Securities Act"), issuable under certain non-qualified stock
option agreements (the "Agreements"), (b) 600,000 shares of the Common Stock,
under the Securities Act, issuable under the Company's 1993 Stock Option Plan
(the "Plan") and (ii) the Stockholder Rights Agreement, dated as of May 26,
1993, between the Company and Continental Stock Transfer & Trust company, as
Rights Agent (the "Rights Agreement"), which provides for one right (the
"Right") to purchase shares of the Company's Series A Junior Participating
Preferred Stock to be attached to and issued with each share of Common Stock.
Page 6 of 17 Pages
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This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, I have examined and am familiar with
originals or copies of (i) the Restated Certificate of Incorporation and By-laws
of the Company, (ii) resolutions of the Board of Directors of the Company
relating to the Plan, the Agreements and the Registration Statements, (iii)
resolutions of the stockholders of the Company with respect to the Plan, (iv)
the Registration Statements, (v) the Plan, (vi) the Agreements, (vii) the Rights
Agreement and (viii) such other documents as I have deemed necessary or
appropriate as a basis for the opinions set forth below.
Based upon and subject to the foregoing, I am of the opinion that:
1. The shares of Common Stock, when issued under the circumstances
contemplated by the Registration Statements, will be validly issued, fully
paid and nonassessable.
2. The Rights, when issued in accordance with the Rights Agreement, will be
validly issued.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to each of the Registration Statements.
Very truly yours,
/s/ Richard J. Lubasch
------------------------------------
Richard J. Lubasch
Senior Vice President-General
Counsel & Secretary
Page 7 of 17 Pages
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EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of International CableTel Incorporated, for the registration of
1,112,835 shares of its Common Stock (including Series A Junior Participating
Preferred Stock Purchase Rights) pertaining to the International CableTel
Incorporated Nonqualified Stock Option Agreements, of our report dated March 15,
1996, with respect to the consolidated financial statements and schedule of
International CableTel Incorporated included in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission, that has been incorporated by reference in the Registration
Statements (Forms S-8 Nos.; 33-55448 and 33-78848) dated December 7, 1992 and
May 12, 1994, respectively.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
New York, New York
September 24, 1996
Page 9 of 17 Pages
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EXHIBIT 24
----------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ George S. Blumenthal
------------------------
George S. Blumenthal
September 25, 1996
Page 9 of 17 Pages
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ J. Barclay Knapp
---------------------
J. Barclay Knapp
September 25, 1996
Page 10 of 17 Pages
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Gregg Gorelick
---------------------------
Gregg Gorelick
September 25, 1996
Page 11 of 17 Pages
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Sidney R. Knafel
--------------------------
Sidney R. Knafel
September 25, 1996
Page 12 of 17 Pages
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Ted H. McCourtney
------------------------
Ted H. McCourtney
September 25, 1996
Page 13 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Del Mintz
--------------------------------
Del Mintz
September 25, 1996
Page 14 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Alan J. Patricof
----------------------------
Alan J. Patricof
September 25, 1996
Page 15 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Warren Potash
-----------------------
Warren Potash
September 25, 1996
Page 16 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the International CableTel Incorporated Nonqualified Stock Option
Agreements and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Michael S. Willner
-------------------------
Michael S. Willner
September 25, 1996
Page 17 of 17 Pages
