<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1996
Registration No. 333-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------
TELE-COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1260157
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(Address of Principal Executive Offices) (Zip Code)
TELE-COMMUNICATIONS, INC. 1994
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
STEPHEN M. BRETT, ESQ.
TELE-COMMUNICATIONS, INC.
TERRACE TOWER II
5619 DTC PARKWAY
ENGLEWOOD, COLORADO 80111-3000
(Name and address of agent for service)
(303) 267-5500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
==================================================================================================================
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tele-Communications, Inc. Series A TCI
Group Common Stock, par value $1.00
per share............................ 1,000,000 shares $18.125 $18,125,000
Tele-Communications, Inc. Series A $8,675
Liberty Media Group Common Stock, par
value $1.00 per share................ 250,000 shares $28.125 $ 7,031,250
==================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Act"), this registration statement shall be deemed to cover additional
securities that may be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) of the Act on the basis of the
average of the high and low sales prices reported on the Nasdaq National
Market on June 12, 1996.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Part I of this Form and the statement of availability of
registrant information and other information required by Item 2 of Part I of
this Form will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428(a) and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The
Registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428(a)(2) under the Securities Act. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration Statement
the following documents filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
0-20421):
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(ii) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1996.
(iii) The Company's Current Report on Form 8-K, dated February 9, 1996.
(iv) Items 3 and 4 of the Company's registration statement on Form 8-B, as
amended by Form 8-B/A (Amendments No. 1, 2, 3 and 4).
(v) Item 1 of the Company's registration statement on Form 8-A, as amended
by Form 8-A/A (Amendments No. 1 and 2).
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment of this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the respective
dates of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Series A TCI Group Common Stock and
the Series A Liberty Media Group Common Stock are being passed upon for the
Company by Baker & Botts, L.L.P., 599 Lexington Avenue, New York, New York
10022. Jerome H. Kern, a partner of Baker
II-1
<PAGE>
& Botts, L.L.P., is a director of the Company. Mr. Kern is also a participant in
the Company's 1994 Nonemployee Director Stock Option Plan. Certain partners of
Baker & Botts, L.L.P. hold options to purchase shares of Series A TCI Group
Common Stock and options to purchase and restricted shares of Series A Liberty
Media Group Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, generally, that
a corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (except actions by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person 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 his or her
conduct was unlawful. A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.
Article V, Section E of the Company's Restated Certificate of Incorporation
provides as follows:
"1. Limitation On Liability.
-----------------------
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of this paragraph 1 shall be
prospective only and shall not adversely affect any limitation, right
or protection of a director of the Corporation existing at the time of
such repeal or modification.
II-2
<PAGE>
2. Indemnification.
---------------
(a) RIGHT TO INDEMNIFICATION. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact
that he, or a person for whom he is the legal representative, is or
was a director or officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such
person. Such right of indemnification shall inure whether or not the
claim asserted is based on matters which antedate the adoption of this
Section E. The Corporation shall be required to indemnify a person in
connection with a proceeding (or part thereof) initiated by such
person only if the proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
(b) PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses
(including attorneys' fees) incurred in defending any proceeding in
advance of its final disposition, provided, however, that the payment
of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced
if it should be ultimately determined that the director or officer is
not entitled to be indemnified under this paragraph or otherwise.
(c) CLAIMS. If a claim for indemnification or payment of expenses
under this paragraph is not paid in full within 60 days after a
written claim therefor has been received by the Corporation, the
claimant may file suit to recover the unpaid amount of such claim and,
if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation
shall have the burden of proving that the claimant was not entitled to
the requested indemnification or payment of expenses under applicable
law.
(d) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by
this paragraph shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of
this Certificate, the Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
(e) OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity
shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.
II-3
<PAGE>
3. Amendment or Repeal.
-------------------
Any repeal or modification of the foregoing provisions of this Section
E shall not adversely affect any right or protection hereunder of any
person in respect of any act or omission occurring prior to the time
of such repeal or modification."
Article II, Section 2.9 of the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Company, to the fullest extent provided by the laws of the State of
Delaware and the Company's Restated Certificate of Incorporation, as then or
thereafter in effect.
The Company has also entered into indemnification agreements with each of its
directors (each director, an "indemnitee"). The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted by
law against any and all expenses, including attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal), or in
preparing for ("Expenses"), any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation ("Claim"), related to the fact that
such indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company or is or was serving at the Company's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members of the Board of Directors or other person appointed by the Board
of Directors, who is not a party to the particular claim, or independent legal
counsel) determines that such indemnification is not permitted under applicable
law and (ii) for the prompt advancement of Expenses, and for reimbursement to
the Company if the Reviewing Party determines that such indemnitee is not
entitled to such indemnification under applicable law. In addition, the
indemnification agreements provide (i) a mechanism through which an indemnitee
may seek court relief in the event the Reviewing Party determines that the
indemnitee would not be permitted to be indemnified under applicable law (and
therefore is not entitled to indemnification or expense advancement under the
indemnification agreement) and (ii) indemnification against all expenses
(including attorneys' fees), and advancement thereof if requested, incurred by
the indemnitee in seeking to collect an indemnity claim or advancement of
expenses from the Company or incurred in seeking to recover under a directors'
and officers' liability insurance policy, regardless of whether successful or
not. Furthermore, the indemnification agreements provide that after there has
been a "change in control" in the Company (as defined in the indemnification
agreements), other than a change in control approved by a majority of directors
who were directors prior to such change, then, with respect to all
determinations regarding a right to indemnity and the right to advancement of
Expenses, the Company will seek legal advice only from independent legal counsel
selected by the indemnitee and approved by the Company.
The indemnification agreements impose upon the Company the burden of proving
that an indemnitee is not entitled to indemnification in any particular case and
negate certain presumptions that may otherwise be drawn against an indemnitee
seeking indemnification in connection with the
II-4
<PAGE>
termination of actions in certain circumstances. Indemnitees' rights under the
indemnification agreements are not exclusive of any other rights they may have
under Delaware law, the Company's Bylaws or otherwise. Although not requiring
the maintenance of directors' and officers' liability insurance, the
indemnification agreements require that an indemnitee be provided with the
maximum coverage available for any director or officer of the Company if there
is such a policy.
The Company may purchase liability insurance policies covering its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company, dated August 4,
1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
January 25, 1996 and January 25, 1996 (incorporated herein by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File No.
0-20421)).
4.2 Bylaws of the Company as adopted June 16, 1994 (incorporated herein by
reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, as amended by Form 10-K/A
(Commission File No. 0-20421)).
4.3 Specimen Stock Certificate for Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share, of the
Company (incorporated herein by reference to Exhibit 4.5 of the
Company's registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1 and 2) (Commission File No. 0-20421)).
4.4 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
TCI Group Common Stock, par value $1.00 per share, of the Company
(incorporated herein by reference to Exhibit 4.3 of the Company's
registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1 and 2) (Commission File No. 0-20421)).
4.5 Tele-Communications, Inc. 1994 Nonemployee Director Stock Option Plan.
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
II-5
<PAGE>
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of KPMG Peat Marwick LLP.
23.6 Consent of KPMG.
24 Power of Attorney (included herein on page II-9).
ITEM 9. UNDERTAKINGS.
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of the prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) 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 Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(3) 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.
II-6
<PAGE>
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, 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 of 1933 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 Registrant 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 of 1933 and will be governed by the final adjudication of such
issue.
II-7
<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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwood Village, State of Colorado, on June
18, 1996.
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
--------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
II-8
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen M. Brett, Esq., and Robert W. Murray Jr.,
Esq., and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and re-substitution for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them full power and authority, to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
to all intents and purposes and as fully as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-8 has been signed by the following persons
(which persons constitute a majority of the Board of Directors) in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bob Magness Chairman of the Board and Director June 18, 1996
- ---------------------------
(Bob Magness)
/s/ John C. Malone President and Director (Principal June 18, 1996
- --------------------------- Executive Officer)
(John C. Malone)
/s/ Donne F. Fisher Director June 18, 1996
- ---------------------------
(Donne F. Fisher)
Director
- ---------------------------
(John W. Gallivan)
/s/ Kim Magness Director June 18, 1996
- ---------------------------
(Kim Magness)
Director
- ---------------------------
(Robert A. Naify)
/s/ Jerome H. Kern Director June 18, 1996
- ---------------------------
(Jerome H. Kern)
Director
- ---------------------------
(Tony Coelho)
/s/ Bernard W. Schotters Senior Vice President of TCI June 18, 1996
- --------------------------- Communications, Inc. (Principal
(Bernard W. Schotters) Financial Officer)
/s/ Gary K. Bracken Senior Vice President of TCI June 18, 1996
- --------------------------- Communications, Inc. (Principal
(Gary K. Bracken) Financial Officer)
</TABLE>
II-9
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- ------
4.1 Restated Certificate of Incorporation of the Company, dated August 4,
1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
January 25, 1996 and January 25, 1996 (incorporated herein by reference
to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (Commission File No. 0-20421)).
4.2 Bylaws of the Company as adopted June 16, 1994 (incorporated herein by
reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, as amended by Form 10-K/A
(Commission File No. 0-20421)).
4.3 Specimen Stock Certificate for Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par value $1.00 per share, of the
Company (incorporated herein by reference to Exhibit 4.5 of the
Company's registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1 and 2) (Commission File No. 0-20421)).
4.4 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
TCI Group Common Stock, par value $1.00 per share, of the Company
(incorporated herein by reference to Exhibit 4.3 of the Company's
registration statement on Form 8-A, as amended by Form 8-A/A
(Amendments No. 1 and 2) (Commission File No. 0-20421)).
4.5 Tele-Communications, Inc. 1994 Nonemployee Director Stock Option Plan.
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of KPMG Peat Marwick LLP.
23.6 Consent of KPMG.
24 Power of Attorney (included herein on page II-9).
II-10
<PAGE>
EXHIBIT 4.5
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
OF
TELE-COMMUNICATIONS, INC.
1. Purpose of the Plan. This Nonemployee Director Stock Option Plan (the
"Plan") is intended as an incentive to retain and attract persons of training,
experience and ability to serve as independent directors on the Board of
Directors of Tele-Communications, Inc., a Delaware corporation (the "Company"),
to encourage the sense of proprietorship of such persons and to stimulate the
active interest of such persons in the development and financial success of the
Company. It is further intended that the options granted pursuant to this Plan
(the "Options") will be nonqualified options within the meaning of Section 83 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. Stockholder Approval. This Plan shall be effective as of the date (the
"Effective Date") it was approved by the Board of Directors of the Company,
November 16, 1994. All Options granted pursuant to this Plan are subject to,
and may not be exercised before, the approval of this Plan by the affirmative
vote of the holders of a majority in voting power of the shares of capital
stock of the Company that are present, or represented, and entitled to vote
thereon at a meeting of the Company's stockholders. If the stockholders of the
Company should fail so to approve this Plan on or prior to such date, this Plan
shall terminate and cease to be of any further force or effect and all grants of
options hereunder shall be null and void.
3. Designation of Participants; Automatic Grant of Options. Each director
of the Company who is not an employee of the Company or any Subsidiary (as
hereinafter defined) of the Company (any such director being hereinafter
referred to as a "Nonemployee Director") shall be granted Options as described
hereunder. Each Nonemployee Director who is a director as of the Effective Date
(as hereinafter defined) shall automatically be granted Options to purchase
50,000 shares of Class A Common Stock, $1.00 par value per share of the Company
(the "Class A Common Stock") at the Effective Date. Thereafter, each individual
who becomes a Nonemployee Director shall automatically be granted Options to
purchase 50,000 shares of Class A Common Stock (subject to adjustment as
provided in Paragraph 10) on the date such person first becomes a Nonemployee
Director. Notwithstanding the foregoing, in the case of any grant of Options
made on a date subsequent to the Effective Date, such grant shall only be made
if the number of shares subject to future grant under this Plan is sufficient to
make all automatic grants required to be made pursuant to this Plan on such date
of grant. As used herein, the term "Subsidiary" of the Company shall mean any
corporation of which the Company directly or indirectly owns shares representing
more than 50% of the voting power of all classes or series of capital stock of
such corporation which have the right to vote generally on matters submitted to
a vote of the stockholders of such corporation. If the Liberty Media Group
Stock Proposal, as
<PAGE>
approved by the Board of Directors, is approved by the requisite vote of the
stockholders of the Company, the automatic grants provided for in this Paragraph
3 shall be adjusted so that each individual who becomes a Nonemployee Director
after such approval shall automatically be granted (instead of an Option to
purchase Class A Common Stock as aforesaid) (a) an Option to purchase 50,000
shares of Series A TCI Group Common Stock, par value $1.00 per share of the
Company ("Series A TCI Group Common Stock"), and (b) an Option to purchase
12,500 shares of Series A Liberty Media Group Common Stock of the Company
("Series A Liberty Media Group Common Stock). The Class A Common Stock, Series A
TCI Group Common Stock and Series A Liberty Media Group Common Stock are
sometimes collectively referred to herein as "Common Stock".
4. Option Agreement. Each Option granted hereunder shall be embodied in a
written option agreement ("Option Agreement"), which shall be subject to the
terms and conditions set forth above and shall be signed by the Optionee and by
the Chief Executive Officer, the Chief Operating Officer, or any Vice President
of the Company for and on behalf of the Company.
5. Common Stock Reserved for the Plan. Subject to adjustment as provided
in Paragraph 10 hereof, a total of 1,000,000 shares of Class A Common Stock
shall be reserved for issuance upon the exercise of Options granted pursuant to
this Plan. If the Liberty Media Group Stock Proposal is approved by the
requisite vote of the stockholders of the Company, the shares subject to
issuance upon the exercise of Options granted pursuant to this Plan shall be
adjusted to consist of (subject to further adjustment as provided in Paragraph
10), 1,000,000 shares of Series A TCI Group Common Stock and 250,000 shares of
Series A Liberty Media Group Common Stock. The Board of Directors and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to execute, acknowledge, file and deliver any documents
required to be filed with or delivered to any governmental authority or any
stock exchange or transaction reporting system on which shares of Common Stock
are listed or quoted in order to make shares of Common Stock available for
issuance to an Optionee (as hereinafter defined) pursuant to this Plan. Shares
of Common Stock subject to Options that are forfeited or terminated or expire
unexercised in such a manner that all or some of the shares subject thereto are
not issued to an Optionee shall immediately become available for the granting of
Options. As used herein, the term "Optionee" shall mean any Nonemployee
Director to whom Options are granted hereunder.
6. Option Price.
(a) The purchase price of each share of Common Stock that is subject to an
Option granted pursuant to this Plan shall be 95% of the Fair Market Value of a
share of Common Stock of the applicable class or series on the date the Option
is granted, such percentage rounded down to the nearest quarter dollar.
2
<PAGE>
(b) The Fair Market Value of a share of Common Stock on a particular date
means the last sale price (or, if no last sale price is reported, the average of
the high bid and low asked prices) for a share of Common Stock of the applicable
class or series on such day (or, if such day is not a trading day, on the next
preceding trading day) as reported on the Nasdaq Stock Market or, if not
reported on the Nasdaq Stock Market, as quoted by the National Quotation Bureau
Incorporated, or if the Common Stock of the applicable class or series is listed
on an exchange, on the principal exchange on which the Common Stock of the
applicable class or series is listed.
7. Option Period. Each Option granted pursuant to this Plan shall
terminate and be of no force and effect with respect to any shares of Common
Stock not purchased by the Optionee upon the earliest to occur of the following:
(a) the expiration of ten years following the date upon which the Option is
granted; (b) the expiration of one year following the date upon which the
Optionee ceases to be a Director for any reason other than voluntary termination
of Director status; or (c) the expiration of three months following the date on
which the Optionee voluntarily ceases his status as a Director.
8. Exercise of Options.
(a) Options granted pursuant to this Plan shall be exercisable, on a
cumulative basis, as follows: (i) with respect to 20% of the total number of
shares of Common Stock initially subject to any Option, such Option shall be
exercisable on the first anniversary of the date of grant; and (ii) with respect
to the remaining shares of Common Stock subject to any Option, such Option shall
be exercisable with respect to an additional 20% of the total number of shares
initially subject thereto as of the second, third, fourth and fifth
anniversaries of the date of the grant.
(b) An Option may be exercised solely by the Optionee during his lifetime
or after his death by the person or persons entitled thereto under his will or
the laws of descent and distribution.
(c) In the event that an Optionee voluntarily ceases his status as a
Director, an Option granted to such Optionee may be exercised only to the extent
such Option was exercisable at the time he ceased to serve in such capacity.
(d) In the event that an Optionee ceases to serve as a Director for any
reason other than voluntary termination of Director status, at a time when an
Option granted hereunder is still in force and unexpired under the terms of
Paragraph 7 hereof, each such unmatured Option shall be accelerated. Such
acceleration shall be effective as of the date of termination of Director status
and each Option so accelerated shall be exercisable in full for so long as it is
still in force and unexpired under the terms of Paragraph 7 hereof.
3
<PAGE>
(e) Upon the occurrence of a Change in Control, as defined in Paragraph
10(c), all Options previously granted and still in force and unexpired under the
terms of Paragraph 7 hereof shall be accelerated effective as of such Change in
Control.
(f) The purchase price of the shares as to which an Option is exercised
shall be paid in full at the time of the exercise. Such purchase price shall be
payable in cash or by means of tendering theretofore owned Common Stock of the
same class or series for which the Option is exercisable which has been held by
the Optionee for more than six months, valued at Fair Market Value on the date
of exercise, or any combination thereof. No holder of an Option shall be, or
have any of the rights or privileges of, a stockholder of the Company in respect
of any shares subject to any Option unless and until certificates evidencing
such shares shall have been issued by the Company to such holder.
(9) Assignability. No Option shall be assignable or otherwise transferable
except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder. Any attempted
assignment of an Option in violation of this Paragraph 9 shall be null and void.
10. Adjustments.
(a) The existence of outstanding Options shall not affect in any manner
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of
the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding shares
of Class A Common Stock or declaration of a dividend payable in shares of Class
A Common Stock or other stock split, then (i) the number of shares of Class A
Common Stock issuable pursuant to each Option, (ii) the total number of shares
of Class A Common Stock reserved under the Plan and (iii) the per share exercise
price of the Options shall each be proportionately adjusted to effect to such
transaction. In the event of any other recapitalization or capital
reorganization of the Company, any consolidation or merger of the Company with
another corporation or entity, the adoption by the Company of a plan of exchange
affecting the Class A Common Stock or any distribution to holders of Class A
Common Stock of securities or property (other than normal cash dividends or
dividends payable in Class A Common Stock), the Board of Directors shall make
appropriate adjustments to (1) the number of shares of Class A Common Stock
issuable pursuant to each Option and (2) the per share exercise price of the
Options to give effect to such transaction; provided that such adjustments shall
only be such as are necessary to
4
<PAGE>
maintain the proportionate interest of the optionees and preserve, without
exceeding, the value of the Options. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board of Directors shall be authorized to issue or assume stock
options by means of substitution of new options for previously issued options or
an assumption of previously issued options as a part of such adjustment. If the
Liberty Media Group Stock Proposal is approved by the requisite vote of the
stockholders of the Company, references to Class A Common Stock in this
paragraph shall apply to Series A TCI Group Common Stock and Series A Liberty
Media Group Common Stock, as appropriate. If the Liberty Media Group Stock
Proposal is approved by the requisite vote of the stockholders of the Company,
Options theretofore granted will be adjusted so that each holder of such an
Option will receive an additional Option covering 12,500 shares of Series A
Liberty Media Group Common Stock and the outstanding Option will continue in
effect as an option covering the 50,000 shares of Series A TCI Group Common
Stock (as redesignated). The aggregate pre-adjustment exercise price of such
outstanding Options will be allocated so that the aggregate exercise price of
the additional Options covering Series A Liberty Media Group Common Stock will
be 25% of the aggregate pre-adjustment exercise price and the aggregate strike
price of the Options covering Series A TCI Group Common Stock will be 75% of the
aggregate pre-adjustment exercise price.
(c) An Option shall become fully exercisable upon a Change in Control (as
hereinafter defined) of the Company. For purposes of this Plan, a "Change of
Control" shall be conclusively deemed to have occurred if (and only if) any of
the following events shall have occurred: (i) there shall have occurred an
event required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Company is then subject to such reporting
requirement; (ii) after the Effective Date any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than a person that is a
director of the Company on the Effective Date or any person controlled by such a
director, becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company's then outstanding
voting securities; (iii) after the Effective Date any person described in the
foregoing clause (ii) commences a tender offer subject to Section 14(d) of the
Exchange Act for securities of the Company representing a majority of the
combined voting power of the Company's then outstanding voting securities,
provided that to the extent any unmatured Options accelerated under this clause
(iii) are not exercised prior to the termination of such offer, such
acceleration shall be rescinded and annulled and such Options shall revert to
their original vesting schedule; (iv) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board of Directors in office immediately
prior to such transaction or event constitute less than a majority of the Board
of Directors thereafter; or (v) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then
5
<PAGE>
still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board of Directors.
11. Purchase for Investment. Unless the Options and shares of Common Stock
covered by this Plan have been registered under the Securities Act of 1933, as
amended, each person exercising an Option under this Plan may be required by the
Company to give a representation in writing in form and substance satisfactory
to the Company to the effect that he is acquiring such shares for his own
account for investment and not with a view to, or for sale in connection with,
the distribution of such shares or any part thereof.
12. Taxes. The Company may make such provisions as it may deem appropriate
for the withholding of any taxes that it determines is required in connection
with any Options granted to any Optionee hereunder.
13. Amendments or Termination. The Board of Directors of the Company may
amend, alter or discontinue this Plan, except that (a) no amendment or
alteration that would impair the rights of any Optionee under any Option that he
has been granted shall be made without his consent, (b) no amendment or
alteration shall be effective prior to approval by the Company's stockholders to
the extent such approval is then required pursuant to Rule 16b-3 (or any
successor provision) under the Exchange Act in order to preserve the
applicability of any exemption provided by such rule to any Option then
outstanding (unless the holder of such Option consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements, and
(c) the Plan shall not be amended more than once every six months to the extent
such limitation is required by Rule 16b-3(c)(2)(ii) (or any successor provision)
under the Exchange Act as then in effect.
14. Government Regulation. This Plan, and the granting and exercise of
Options hereunder, and the obligation of the Company to sell and deliver shares
of Common Stock under such Options, shall be subject to all applicable laws,
rules and regulations, and to such approvals on the part of any governmental
agencies or national securities exchanges or transaction reporting systems as
may be required.
15. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Delaware.
16. Miscellaneous. The granting of any Option shall not impose upon the
Company, the Board of Directors of the Company or any other directors of the
Company any obligation to nominate any Optionee for election as a director and
the right of the stockholders of the Company to remove any person as a director
of the Company shall not be diminished or affected by reason of the fact that an
Option has been granted to such person.
6
<PAGE>
EXHIBIT 5
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022
June 18, 1996
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
Gentlemen:
As counsel for Tele-Communications, Inc., a Delaware corporation ("TCI"),
we have examined and are familiar with TCI's Registration Statement on Form S-8
filed with the Securities and Exchange Commission on June 18, 1996 (the
"Registration Statement"). The Registration Statement relates to a maximum of
1,000,000 shares of Tele-Communications, Inc. Series A TCI Group Common Stock,
par value $1.00 per share ("Series A TCI Group Stock"), and a maximum of 250,000
shares of Tele-Communications, Inc. Series A Liberty Media Group Common Stock,
par value $1.00 per share ("Series A Liberty Group Stock"), which are issuable
upon exercise of stock options ("Options") granted or to be granted under the
Tele-Communications, Inc. 1994 Nonemployee Director Stock Option Plan (the
"Plan").
In furnishing our opinion, we have examined all agreements and other
documents which we have deemed relevant or necessary for the basis for our
opinion, including the Plan, TCI's Proxy Statement/Prospectus, dated June 29,
1995, and certain records of corporate action taken by the Board of Directors of
TCI. In all such examinations, we have assumed the conformity to the original of
all copies of documents submitted to us as conformed or photostatic copies.
Based upon the foregoing, it is our opinion that the shares of Series A TCI
Group Stock and the shares of Series A Liberty Group Stock which may be issued
and sold upon the proper exercise of the Options will be, when issued and sold
in accordance with the terms of the Plan and the agreements pursuant to which
the Options were or are to be granted, duly authorized, validly issued, fully
paid and nonassessable.
<PAGE>
Page 2
Tele-Communications, Inc.
June 18, 1996
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
As you are aware, (i) Jerome H. Kern, a partner of Baker & Botts, L.L.P.,
is a director of TCI, (ii) Mr. Kern is also a participant in the Plan, and (iii)
certain partners of Baker & Botts, L.L.P. hold options to purchase shares of
Series A TCI Group Common Stock and options to purchase and restricted shares of
Series A Liberty Media Group Common Stock.
Very truly yours,
/s/ Baker & Botts, L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the registration statement
on Form S-8 of Tele-Communications, Inc. of our reports, dated March 18, 1996,
relating to the consolidated balance sheets of Tele-Communications, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, and all related
financial statement schedules, which reports appear in the December 31, 1995
Annual Report on Form 10-K of Tele-Communications, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 14, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Tele-Communications, Inc. of our report, dated March 18, 1996,
relating to the combined balance sheets of TCI Group as of December 31, 1995 and
1994, and the related combined statements of operations, equity, and cash flows
for each of the years in the three-year period ended December 31, 1995, which
report appears in the December 31, 1995 Annual Report on Form 10-K of Tele-
Communications, Inc. Our report covering the combined financial statements
refers to the effects of not consolidating TCI Group's interest in Liberty Media
Group for the periods subsequent to the mergers of TCI Communications, Inc. and
Liberty Media Corporation on August 4, 1994.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 14, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Tele-Communications, Inc. of our report, dated March 18, 1996,
relating to the combined balance sheets of Liberty Media Group as of December
31, 1995 and 1994, and the related combined statements of operations, equity,
cash flows for each of the years in the three-year period ended December 31,
1995, which report appears in the December 31, 1995 Annual Report on Form 10-K
of Tele-Communications, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 14, 1996
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Liberty Media Corporation:
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Tele-Communications, Inc. of our report, dated March 18, 1994,
relating to the consolidated statements of operations, stockholders' equity, and
cash flows of Liberty Media Corporation and subsidiaries for the year ended
December 31, 1993, which report appears in the December 31, 1995 Annual Report
on Form 10-K of Tele-Communications, Inc. Our report refers to a change in the
method of accounting for income taxes.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
June 14, 1996
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Shareholders of
TeleWest plc:
We consent to the incorporation by reference in the registration statement
on Form S-8 of Tele-Communications, Inc. of our report, dated March 6, 1996,
relating to the consolidated balance sheet of TeleWest plc and subsidiaries as
of December 31, 1995 and 1994, and the related consolidated statements of
operations and cash flows for each of the years in the three year period ended
December 31, 1995, which report appears in the December 31, 1995 Annual Report
on Form 10-K of Tele-Communications, Inc.
/s/ KPMG
KPMG
London, England
June 14, 1996
