<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 STOCK INCENTIVE PLAN
(Full title of the plan)
STEPHEN M. BRETT, ESQ.
TELE-COMMUNICATION, 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 PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE MAXIMUM AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PRICE (2) FEE
PER SHARE (2)
==============================================================================================================
<S> <C> <C> <C> <C>
Tele-Communications, Inc. Series A TCI
Group Common Stock, par value $1.00 per 6,146,200 $18.125 $ 111,399,875
share.................................... shares
$73,166
Tele-Communications, Inc. Series A
Liberty Media Group Common Stock, par 3,583,263 $28.125 $100,779,271.80
value $1.00 per share.................... shares
==============================================================================================================
</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 to 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
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<PAGE>
& Botts, L.L.P., is a director of the Company. 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.
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<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.
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<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 Stock Incentive Plan (formerly
TCI/Liberty Holding Company 1994 Stock Incentive Plan) (incorporated
herein by reference to Appendix IV to the Company's Proxy
Statement/Prospectus filed as part of the Registration Statement on Form
S-4 (Reg. No. 33-54263)).
4.6 Agreement and Plan of Merger, dated as of January 27, 1994, by and among
the Company, Liberty, TCI Communications, Inc. (formerly known as Tele-
Communications, Inc., and herein referred to as "Old TCI"), TCI
Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated herein by
reference to Old TCI's Current Report on Form 8-K dated February 15,
1994 (Commission File No. 0-5550)).
II-5
<PAGE>
4.7 Amendment No. 1, dated as of March 30, 1994, to Agreement and Plan of
Merger, dated as of January 27, 1994, by and among the Company, Liberty,
Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated
herein by reference to Old TCI's Current Report on Form 8-K dated April
6, 1994 (Commission File No. 0-5550)).
4.8 Amendment No. 2, dated as of August 4, 1994, to Agreement and Plan of
Merger, dated as of January 27, 1994, by and among the Company, Liberty,
Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated
herein by reference to the Company's Current Report on Form 8-K dated
August 18, 1994 (Commission File No. 0-20421)).
4.9 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Liberty and grantee relating to stock appreciation
rights granted pursuant to letter dated September 17, 1991 (incorporated
herein by reference to Exhibit 4.5 of the Company's Registration
Statement on Form S-4 (Reg. No. 33-54263)).
4.10 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Liberty and grantee relating to the assumption of
options and related stock appreciation rights granted under the Liberty
Media Corporation 1991 Stock Incentive Plan pursuant to letter dated
July 26, 1993 (incorporated herein by reference to Exhibit 4.6 of the
Company's Registration Statement on Form S-4 (Reg. No. 33-54263)).
4.11 Assumption and Amended and Restated Stock Option Agreement between the
Company, Old TCI and a director of Old TCI relating to assumption of
options and related stock appreciation rights granted outside of an
employee benefit plan pursuant to Old TCI's 1993 Non-Qualified Stock
Option and Stock Appreciation Rights Agreement (incorporated herein by
reference to Exhibit 4.7 of the Company's Registration Statement on Form
S-4 (Reg. No. 33-54263)).
4.12 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
options and related stock appreciation rights granted under Old TCI's
1992 Stock Incentive Plan and evidenced by Old TCI's 1993 Non-Qualified
Stock Option and Stock Appreciation Rights Agreement (incorporated
herein by reference to Exhibit 4.8 of the Company's Registration
Statement on Form S-4 (Reg. No. 33-54263)).
4.13 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
options and related stock appreciation rights granted under Old TCI's
1992 Stock Incentive Plan and evidenced by Old TCI's 1992 Non-Qualified
Stock Option and Stock Appreciation Rights Agreement (incorporated
herein by reference to Exhibit 4.9 of the Company's Registration
Statement on Form S-4 (Reg. No. 33-54263)).
II-6
<PAGE>
4.14 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
grants pursuant to the Agreement and Plan of Merger dated June 6, 1991
between United Artists Entertainment Company ("UAE") and Old TCI
(incorporated by reference herein to Exhibit 4.11 of the Company's
Registration Statement on Form S-4 (Reg. No. 33-54263)).
4.15 Form of letter dated September 17, 1991 from Liberty to grantee
relating to grant of stock appreciation rights (incorporated by
reference herein to Exhibit 4.12 of the Company's Registration
Statement on Form S-4 (Reg. No. 33-54263)).
4.16 Form of letter dated July 26, 1993 from Liberty to grantee relating to
grant of options and stock appreciation rights (incorporated by
reference herein to Exhibit 4.13 of the Company's Registration
Statement on Form S-4 (Reg. No. 33-54263)).
4.17 Form of 1993 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement between Old TCI and grantee (incorporated by reference herein
to Exhibit 4.14 of the Company's Registration Statement on Form S-4
(Reg. No. 33-54263)).
4.18 Form of 1992 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement between Old TCI and grantee (incorporated by reference herein
to Exhibit 4.15 of the Company's Registration Statement on Form S-4
(Reg. No. 33-54263)).
4.19 Agreement and Plan of Merger, dated as of June 6, 1991, between UAE and
Old TCI (incorporated herein by reference to Old TCI's Current Report
on Form 8-K, dated June 12, 1991 (Commission File No. 0-5550)).
4.20 First Amendment to Agreement and Plan of Merger, dated as of June 6,
1991, between UAE and Old TCI (incorporated herein by reference to Old
TCI's Current Report on Form 8-K, dated December 12, 1991, as amended
by Form 8 amendment dated January 28, 1992 (Commission File No. 0-
5550)).
4.21 Forms of Assumption and Amended and Restated Stock Option Agreements
relating to options granted under the United Artists Entertainment
Company 1988 Incentive and Non-Qualified Stock Option Plan (the "1988
Plan") and executed by employees who did not have employment agreements
with UAE (incorporated herein by reference to Old TCI's Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8, as
filed on March 2, 1992 (Reg. No. 33-43009)).
4.22 Forms of Second Assumption and Amended and Restated Stock Option
Agreements relating to options granted under the Amended and Restated
United Artists Communications, Inc. 1983 Stock Option Plan (the "1983
Plan") and executed by employees who did not have employment agreements
with UAE (incorporated herein by reference to Old TCI's Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8, as
filed on March 2, 1992 (Reg. No. 33-43009)).
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<PAGE>
4.23 Form of 1994 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement (incorporated herein by reference to Exhibit 10.8 of the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, as amended by Form 10-K/A (Commission File No. 0-20421)).
4.24 Form of Restricted Stock Award Agreement for 1995 Award of Series A TCI
Group Restricted Stock pursuant to the Tele-Communications, Inc. 1994
Stock Incentive Plan (incorporated herein by reference to Exhibit 10.31
of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (Commission File No. 0-20421)).
4.25 Form of Restricted Stock Award Agreement for 1995 Award of Series A
Liberty Media Group Restricted Stock pursuant to the Tele-
Communications, Inc. 1994 Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File No. 0-
20421)).
4.26 Form of Non-Qualified Stock Option and Stock Appreciation Rights
Agreement for 1995 Grant of Options with tandem stock appreciation
rights to purchase Series A TCI Group Common Stock pursuant to the Tele-
Communications, Inc. 1994 Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File No. 0-
20421)).
4.27 Form of Non-Qualified Stock Option and Stock Appreciation Rights
Agreement for 1995 Grant of Options with tandem stock appreciation
rights to purchase Series A Liberty Media Group Common Stock pursuant to
the Tele-Communications, Inc. 1994 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.34 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (Commission File
No. 0-20421)).
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-11).
II-8
<PAGE>
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.
(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
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<PAGE>
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-10
<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
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<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 June 18, 1996
- -------------------------- and Director
(Bob Magness)
/s/ John C. Malone President and Director June 18, 1996
- -------------------------- (Principal 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
- --------------------------
(Bernard W. Schotters) Communications, Inc.
(Principal Financial Officer)
/s/ Gary K. Bracken Senior Vice President of TCI June 18, 1996
- -------------------------- Communications, Inc.
(Gary K. Bracken) (Principal Accounting Officer)
</TABLE>
II-12
<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 Stock Incentive Plan (formerly TCI/Liberty
Holding Company 1994 Stock Incentive Plan) (incorporated herein by
reference to Appendix IV to the Company's Proxy Statement/Prospectus filed
as part of the Registration Statement on Form S-4 (Reg. No. 33-54263)).
4.6 Agreement and Plan of Merger, dated as of January 27, 1994, by and among
the Company, Liberty, TCI Communications, Inc. (formerly known as Tele-
Communications, Inc., and herein referred to as "Old TCI"), TCI Mergerco,
Inc. and Liberty Mergerco, Inc. (incorporated herein by reference to Old
TCI's Current Report on Form 8-K dated February 15, 1994 (Commission File
No. 0-5550)) .
4.7 Amendment No. 1, dated as of March 30, 1994, to Agreement and Plan of
Merger, dated as of January 27, 1994, by and among the Company, Liberty,
Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated
herein by reference to Old TCI's Current Report on Form 8-K dated April 6,
1994 (Commission File No. 0-5550)).
II-13
<PAGE>
4.8 Amendment No. 2, dated as of August 4, 1994, to Agreement and Plan of
Merger, dated as of January 27, 1994, by and among the Company, Liberty,
Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated
herein by reference to the Company's Current Report on Form 8-K dated
August 18, 1994 (Commission File No. 0-20421)).
4.9 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Liberty and grantee relating to stock appreciation
rights granted pursuant to letter dated September 17, 1991 (incorporated
herein by reference to Exhibit 4.5 of the Company's Registration
Statement on Form S-4 (Reg. No. 33-54263)).
4.10 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Liberty and grantee relating to the assumption of
options and related stock appreciation rights granted under the Liberty
Media Corporation 1991 Stock Incentive Plan pursuant to letter dated July
26, 1993 (incorporated herein by reference to Exhibit 4.6 of the
Company's Registration Statement on Form S-4 (Reg. No. 33-54263)).
4.11 Assumption and Amended and Restated Stock Option Agreement between the
Company, Old TCI and a director of Old TCI relating to assumption of
options and related stock appreciation rights granted outside of an
employee benefit plan pursuant to Old TCI's 1993 Non-Qualified Stock
Option and Stock Appreciation Rights Agreement (incorporated herein by
reference to Exhibit 4.7 of the Company's Registration Statement on Form
S-4 (Reg. No. 33-54263)).
4.12 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
options and related stock appreciation rights granted under Old TCI's
1992 Stock Incentive Plan and evidenced by Old TCI's 1993 Non-Qualified
Stock Option and Stock Appreciation Rights Agreement (incorporated herein
by reference to Exhibit 4.8 of the Company's Registration Statement on
Form S-4 (Reg. No. 33-54263)).
4.13 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of
options and related stock appreciation rights granted under Old TCI's
1992 Stock Incentive Plan and evidenced by Old TCI's 1992 Non-Qualified
Stock Option and Stock Appreciation Rights Agreement (incorporated herein
by reference to Exhibit 4.9 of the Company's Registration Statement on
Form S-4 (Reg. No. 33-54263)).
4.14 Form of Assumption and Amended and Restated Stock Option Agreement
between the Company, Old TCI and grantee relating to assumption of grants
pursuant to the Agreement and Plan of Merger dated June 6, 1991 between
United Artists Entertainment Company ("UAE") and Old TCI (incorporated by
reference herein to Exhibit 4.11 of the Company's Registration Statement
on Form S-4 (Reg. No. 33-54263)).
II-14
<PAGE>
4.15 Form of letter dated September 17, 1991 from Liberty to grantee relating
to grant of stock appreciation rights (incorporated by reference herein
to Exhibit 4.12 of the Company's Registration Statement on Form S-4 (Reg.
No. 33-54263)).
4.16 Form of letter dated July 26, 1993 from Liberty to grantee relating to
grant of options and stock appreciation rights (incorporated by reference
herein to Exhibit 4.13 of the Company's Registration Statement on Form S-
4 (Reg. No. 33-54263)).
4.17 Form of 1993 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement between Old TCI and grantee (incorporated by reference herein
to Exhibit 4.14 of the Company's Registration Statement on Form S-4 (Reg.
No. 33-54263)) .
4.18 Form of 1992 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement between Old TCI and grantee (incorporated by reference herein
to Exhibit 4.15 of the Company's Registration Statement on Form S-4 (Reg.
No. 33-54263)).
4.19 Agreement and Plan of Merger, dated as of June 6, 1991, between UAE and
Old TCI (incorporated herein by reference to Old TCI's Current Report on
Form 8-K, dated June 12, 1991 (Commission File No. 0-5550)).
4.20 First Amendment to Agreement and Plan of Merger, dated as of June 6,
1991, between UAE and Old TCI (incorporated herein by reference to Old
TCI's Current Report on Form 8-K, dated December 12, 1991, as amended by
Form 8 amendment dated January 28, 1992 (Commission File No. 0-5550)).
4.21 Forms of Assumption and Amended and Restated Stock Option Agreements
relating to options granted under the United Artists Entertainment
Company 1988 Incentive and Non-Qualified Stock Option Plan (the "1988
Plan") and executed by employees who did not have employment agreements
with UAE (incorporated herein by reference to Old TCI's Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8, as filed
on March 2, 1992 (Reg. No. 33-43009)).
4.22 Forms of Second Assumption and Amended and Restated Stock Option
Agreements relating to options granted under the Amended and Restated
United Artists Communications, Inc. 1983 Stock Option Plan (the "1983
Plan") and executed by employees who did not have employment agreements
with UAE (incorporated herein by reference to Old TCI's Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8, as filed
on March 2, 1992 (Reg. No. 33-43009)).
4.23 Form of 1994 Non-Qualified Stock Option and Stock Appreciation Rights
Agreement (incorporated herein by reference to Exhibit 10.8 of the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, as amended by Form 10-K/A (Commission File No. 0-20421)).
4.24 Form of Restricted Stock Award Agreement for 1995 Award of Series A TCI
Group Restricted Stock pursuant to the Tele-Communications, Inc. 1994
Stock Incentive Plan (incorporated herein by reference to Exhibit 10.31
of the Company's Annual
II-15
<PAGE>
Report on Form 10-K for the fiscal year ended December 31, 1995
(Commission File No. 0-20421)).
4.25 Form of Restricted Stock Award Agreement for 1995 Award of Series A
Liberty Media Group Restricted Stock pursuant to the Tele-Communications,
Inc. 1994 Stock Incentive Plan (incorporated herein by reference to
Exhibit 10.32 of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 (Commission File No. 0-20421)).
4.26 Form of Non-Qualified Stock Option and Stock Appreciation Rights
Agreement for 1995 Grant of Options with tandem stock appreciation rights
to purchase Series A TCI Group Common Stock pursuant to the Tele-
Communications, Inc. 1994 Stock Incentive Plan (incorporated herein by
reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File No.
0-20421)).
4.27 Form of Non-Qualified Stock Option and Stock Appreciation Rights
Agreement for 1995 Grant of Options with tandem stock appreciation rights
to purchase Series A Liberty Media Group Common Stock pursuant to the
Tele-Communications, Inc. 1994 Stock Incentive Plan (incorporated herein
by reference to Exhibit 10.34 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File No. 0-
20421)).
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-11).
II-16
<PAGE>
EXHIBIT 5
Baker & Botts
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
6,146,200 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
3,583,263 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") or, in certain cases,
stock appreciation rights ("SARs"), or pursuant to the grant of restricted stock
("Restricted Stock") or stock units ("Stock Units") granted or to be granted
under the Tele-Communications, Inc. 1994 Stock Incentive Plan (the "Plan"). TCI
has granted some Options and SARs in connection with various Assumption and
Amended and Restated Stock Option Agreements (collectively, the "Exchange
Agreements"), in exchange for stock options and stock appreciation rights
previously granted (or assumed) by TCI Communications, Inc. (formerly Tele-
Communications, Inc. or "Old TCI") or Liberty Media Corporation ("Liberty")
(collectively, the "Assumed Options and SARs") and assumed by TCI pursuant to an
Agreement and Plan of Merger, dated as of January 27, 1994, as amended (the
"Merger Agreement"), by and among TCI, Old TCI, Liberty, TCI Mergerco, Inc. and
Liberty Mergerco, Inc.
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, the forms of Options, SARs and Restricted Stock
agreements, the Merger Agreement, the forms of the Exchange Agreements, the
agreements pursuant to which the Assumed Options and SARs were granted (or
assumed) by Old TCI or Liberty, 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.
<PAGE>
Page 2
Tele-Communications, Inc.
June 18, 1996
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 and SARs, or issued pursuant to
grants of Restricted Stock or Stock Units, will be, when issued and sold in
accordance with the terms of the Plan and, if applicable, the appropriate
Options, SARs or Restricted Stock agreements or Exchange Agreements, duly
authorized, validly issued, fully paid and nonassessable.
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, Jerome H. Kern, a partner of Baker & Botts, L.L.P., is
a director of TCI and 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,
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 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
