<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on November 13, 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 INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1289408
(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 INTERNATIONAL, INC. 1995 STOCK INCENTIVE PLAN
(Full title of the plan)
STEPHEN M. BRETT, ESQ.
TELE-COMMUNICATIONS INTERNATIONAL, 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>
PROPOSED
PROPOSED MAXIMUM
TITLE OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock, par value $1.00
per share............................. 3,000,000 $15.875 $47,625,000 $14,432
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 November 7, 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.
Tele-Communications International, Inc. (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. 0-26264):
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(ii) The Company's Quarterly Reports on From 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
(iii) Item 1 of the Company's registration statement on Form 8-A.
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 Common Stock are being
passed upon for the Company by Stephen M. Brett, Esq., Vice President and
Secretary of the Company and Executive Vice President, Secretary and General
Counsel of Tele-Communications, Inc., the Company's parent corporation.
II-1
<PAGE>
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 termination of actions
in certain circumstances. Indemnitees' rights under the indemnification
II-4
<PAGE>
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 July 11,
1995 (incorporated herein by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on December 15, 1995 (Reg. No. 33-80491)).
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
of the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on December 15, 1995 (Reg. No. 33-
80491)).
4.3 Specimen Stock Certificate for Tele-Communications International, Inc.
Series A Common Stock, par value $1.00 per share (incorporated herein
by reference to Exhibit 4 of the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on June 14,
1995 (Reg. No. 33-91876)).
4.4 Tele-Communications International, Inc. 1995 Stock Incentive Plan
(incorporated herein by reference to Appendix I of the Company's Proxy
Statement dated August 15, 1996 (Commission File No. 0-26264)).
4.5 Form of Restricted Stock Award Agreement for 1995 Award of Series A
Tele-Communications International, Inc. Restricted Stock pursuant to
the Tele-Communications International, Inc. 1995 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.40 of Tele-
Communications, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (Commission File No. 0-20421)).
4.6 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 Tele-Communications International, Inc.
common stock pursuant to Tele-Communications International, Inc.'s
1995 Stock Incentive Plan (incorporated herein by reference to Exhibit
10.41 of the Tele-Communications, Inc. Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 (Commission File No. 0-
20421)).
5 Opinion of Stephen M. Brett, Esq.
II-5
<PAGE>
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Audit plc.
23.3 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).
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 November 13, 1996.
TELE-COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Stephen M. Brett
----------------------------
Name: Stephen M. Brett
Title: 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/ John C. Malone Chairman of the Board and Director November 13, 1996
- ------------------
(John C. Malone)
/s/ Fred A. Vierra Vice Chairman of the Board, Chief November 13, 1996
- ------------------ Executive Officer and Director
(Fred A. Vierra)
/s/ Adam N. Singer President, Chief Operating November 13, 1996
- ------------------ Officer and Director
(Adam N. Singer) (Principal Executive Officer)
/s/ Graham E. Hollis Vice President and Chief November 13, 1996
- -------------------- Financial Officer
(Graham E. Hollis) (Principal Financial and
Accounting Officer)
Director
- -------------------
(Tomiichi Akiyama)
/s/ Paul A. Gould Director November 13, 1996
- -----------------
(Paul A. Gould)
/s/ Jerome H. Kern Director November 13, 1996
- ------------------
(Jerome H. Kern)
/s/ Pierre Lescure Director November 13, 1996
- ------------------
(Pierre Lescure)
</TABLE>
II-9
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
--------------
4.1 Restated Certificate of Incorporation of the Company, dated July 11,
1995 (incorporated herein by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on December 15, 1995 (Reg. No. 33-80491)).
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
of the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on December 15, 1995 (Reg. No. 33-
80491)).
4.3 Specimen Stock Certificate for Tele-Communications International, Inc.
Series A Common Stock, par value $1.00 per share (incorporated herein
by reference to Exhibit 4 of the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on June 14,
1995 (Reg. No. 33-91876)).
4.4 Tele-Communications International, Inc. 1995 Stock Incentive Plan
(incorporated herein by reference to Appendix I of the Company's Proxy
Statement dated August 15, 1996 (Commission File No. 0-26264)).
4.5 Form of Restricted Stock Award Agreement for 1995 Award of Series A
Tele-Communications International, Inc. Restricted Stock pursuant to
the Tele-Communications International, Inc. 1995 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.40 of Tele-
Communications, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (Commission File No. 0-20421)).
4.6 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 Tele-Communications International, Inc.
common stock pursuant to the Tele-Communications International, Inc.
1995 Stock Incentive Plan (incorporated herein by reference to Exhibit
10.41 of Tele-Communications, Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 (Commission File No. 0-
20421)).
5 Opinion of Stephen M. Brett, Esq.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Audit plc.
23.3 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).
24 Power of Attorney (included herein on page II-9).
<PAGE>
STEPHEN M. BRETT, ESQ.
Tele-Communications International, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
EXHIBIT 5
---------
November 13, 1996
Board of Directors
Tele-Communications International, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
Dear Sirs:
I am Executive Vice President, Secretary and General Counsel of Tele-
Communications, Inc., a Delaware corporation (the "Parent"), and Vice President
and Secretary of Tele-Communications International, Inc., a Delaware corporation
and a subsidiary of the Parent (the "Company"). This opinion is being delivered
in connection with the filing of the Company's Registration Statement on Form S-
8 (the "Registration Statement"), with respect to the registration under the
Securities Act of 1933, as amended, of 3,000,000 shares of the Company's Series
A Common Stock, par value $1.00 per share (the "Shares"), that are issuable as
awards or upon the exercise of awards granted or to be granted under the Tele-
Communications International, Inc. 1995 Stock Incentive Plan (the "Plan").
In connection therewith, I have examined, among other things, the
originals, certified copies or copies otherwise identified to my satisfaction as
being copies of originals, of the Restated Certificate of Incorporation and By-
Laws of the Company; minutes of proceedings of the Company's Board of Directors,
including committees thereof, relating to the adoption of the Plan, the
reservation of shares for issuance thereunder and the grant of awards; the
Company's Proxy Statement, dated August 15, 1996, relating to the annual meeting
of the Company's stockholders held on September 9, 1996; the Plan; agreements
pertaining to awards granted under the Plan; the form of agreements pertaining
to awards that may be granted under the Plan; and such other documents, records,
certificates of public officials and questions of law as I deemed necessary or
appropriate for the purpose of this opinion. In rendering this opinion, I have
relied, to the extent I deemed such reliance appropriate, on certificates of
officers of the Company as to factual matters. I have assumed the authenticity
of all documents submitted to me as originals and the conformity to authentic
original documents of all documents submitted to me as certified, conformed or
reproduction copies. I have
<PAGE>
November 13, 1996
Page 2
further assumed that there will be no changes in applicable law between the date
of this opinion and the date Shares are issued or sold pursuant to the Plan and
the Registration Statement.
Based upon the foregoing, I am of the opinion that Shares that may be
issued as awards, or issued and sold upon the exercise of awards, granted or to
be granted under the Plan have been duly authorized and, when issued and sold in
accordance with the terms of the Plan (and any applicable agreement pertaining
to awards granted or to be granted under the Plan), will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me contained therein under the
heading "Item 5. Interest of Named Experts and Counsel" in Part II of the
Registration Statement. In giving the foregoing consent, I do not admit that I
am 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 promulgated thereunder.
Very truly yours,
/s/ Stephen M. Brett
------------------------------
Stephen M. Brett, Esq.
Vice President and Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Tele-Communications International, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Tele-Communications International, Inc. of our report dated March
15, 1996, relating to the balance sheets of Tele-Communications International,
Inc. as of December 31, 1995 and 1994, and the related 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 International, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 8, 1996
<PAGE>
EXHIBIT 23.2
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 International, 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 International, Inc.
/s/ KPMG Audit plc
KPMG Audit plc
London, England
November 8, 1996
