As filed with the Securities and Exchange Commission on July 1, 2002
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CORECOMM HOLDCO, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4078506
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
110 East 59th Street, 26th Floor
New York, New York 10022
(212) 906-8485
(Address, Including Zip Code, and Telephone Number of
Registrant's Principal Executive Offices)
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CORECOMM HOLDCO, INC. 2001 STOCK OPTION PLAN
(Full Title of the Plan)
-----------------------------------------
Michael A. Peterson
Executive Vice President - Chief Operating Officer and Chief Financial Officer
CoreComm Holdco, Inc.
110 East 59th Street, 26th Floor
New York, New York 10022
(212) 906-8485
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
-----------------------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Amount of
To Be Registered Registered(2) Per Share Offering Registration Fee
Price
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per 7,775,209 $1.00(3) $7,775,209(3) $716(3)
share, including the associated Rights shares
to purchase Series A Junior
Participating Preferred Stock(1):
Shares subject to outstanding options
under the CoreComm Holdco, Inc. 2001
Stock Option Plan (the "Plan")
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Common Stock, par value $0.01 per 924,791 N/A(4) N/A(4) N/A(4)
share, including the associated Rights shares
to purchase Series A Junior
Participating Preferred Stock(1):
Shares available for future grants
under the Plan
------------------------------------------------------------------------------------------------------------------
Total 8,700,000 N/A $7,775,209 $716
shares
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(1) The rights (the "Rights") to purchase shares of our Series A
Junior Participating Preferred Stock, par value $0.01 per share
(the "Series A Preferred Stock"), initially are attached to and
trade with the shares of our common stock, par value $0.01 per
share (the "Common Stock"), being registered hereby. Upon the
occurrence of specified events, our Series A Junior Participating
Preferred Stock will be evidenced separately from the shares of
our Common Stock. Value attributed to these rights, if any, is
reflected in the market price of our Common Stock.
(2) This registration statement shall also cover pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), any additional shares of our Common Stock which
become issuable under the Plan by reason of any stock dividend,
stock split, recapitalization, exchange of shares or other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(3) Computed in accordance with Rule 457(h) under the Securities Act.
Such computation is based on the exercise price of $1.00 per share
covering 7,775,209 outstanding options.
(4) Computed in accordance with Rule 457(h)(1) under the Securities
Act. Due to the fact that there is currently no market for our
Common Stock and that at the most recent practicable date prior to
the filing of the registration statement the book value of our
Common Stock was negative, no filing fee has been submitted for
these shares.
-----------------------------------------
This Registration Statement will become effective upon filing in accordance
with Rule 462(a) under the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2 Registrant Information and Employee Plan Annual Information*
* The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "Commission") requires
us to "incorporate by reference" certain of our publicly-filed documents
into this prospectus, which means that information included in those
documents is considered part of this prospectus. Information that we file
with the Commission after the effective date of this prospectus will
automatically update and supercede this information. We incorporate by
reference any future filings made with the Commission under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"), until we terminate the effectiveness of this registration
statement. We are a successor issuer to CoreComm Limited pursuant to Rule
12g-3(a) of the Exchange Act and incorporate by reference the filings
listed below which are the only any filings we previously made with the
Commission under the Exchange Act.
The following documents filed with the Commission are hereby
incorporated by reference:
(a) Our prospectus, dated July 1, 2002, filed with the Commission
pursuant to Rule 424(b) under the Securities Act and which constitutes a
part of our registration statement on Form S-1 (Registration No.
333-82402).
(b) Our Form 8-K, dated July 1, 2002, disclosing that we are a successor
issuer to CoreComm Limited and containing a description of the Common Stock
and the Rights.
(c) Our Form 8-K, dated July 1, 2002, disclosing that we are a successor
issuer to CoreComm Limited and containing a description of the Common Stock
and the Rights.
We will furnish without charge to you, on written or oral request,
a copy of any or all of the documents incorporated by reference, other than
exhibits to those documents. You should direct any requests for documents
to Winston Black, CoreComm Holdco, Inc., 110 East 59th Street, 26th floor,
New York, NY 10022.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"DGCL") authorizes a corporation to indemnify its directors, officers,
employees and agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement reasonably incurred,
including liabilities under the Securities Act, provided they act in good
faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, although in the case of proceedings
brought by or on behalf of the corporation, this indemnification is limited
to expenses and is not permitted if the individual is adjudged liable to
the corporation (unless the court determines otherwise). Our charter and
amended bylaws require us to indemnify our officers and directors to the
full extent permitted by Delaware law.
Section 102 of the DGCL authorizes a corporation to limit or
eliminate its directors' liability to the corporation or its stockholders
for monetary damages for breaches of fiduciary duties, other than for (1)
breaches of the duty of loyalty, (2) acts or omissions not in good faith or
that involve intentional misconduct or knowing violations of law, (3)
unlawful payments of dividends, stock purchases or redemptions, or (4)
transactions from which a director derives an improper personal benefit.
Our charter contains provisions limiting the liability of our directors to
us and to our stockholders to the full extent permitted by Delaware law.
Section 145 of the DGCL authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation against any liability
asserted against him or her and incurred by him or her in any capacity as a
director, officer, employee or agent, or arising out of his or her status
as such. Our charter and amended bylaws provide that we may, to the full
extent permitted by law, purchase and maintain insurance on behalf of any
of our directors, officers, employees or agents against any liability that
may be asserted against him or her and we currently maintain this
insurance. We maintain liability insurance covering our directors and
officers for claims asserted against them or incurred by them in their
capacity as directors or officers, including claims brought under the
Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index is hereby incorporated by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to the 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 prospectus filed with
the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in
volume and price represent no more than
20 percent 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 paragraph (a)(1)(i) and (a) (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 with or furnished to the Commission by the
Registrant pursuant to Sections 13 or 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to 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.
(c) 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 in Item 6, 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 Act 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York on July 1, 2002.
CORECOMM HOLDCO, INC.
By: /s/ Michael A. Peterson
-----------------------
Name: Michael A. Peterson
Title: Executive Vice President -
Chief Operating Officer and
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael A. Peterson such
person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities (until revoked in writing), to
sign any and all amendments (including post-effective amendments) to this
registration statement filed pursuant to Rule 462 under the Securities Act,
and to file the same with all exhibits thereto, and the other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and things requisite and necessary to be done,
as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board of Directors
-----------------------------
Barclay Knapp
/s/ Thomas Gravina President and Chief Executive July 1, 2002
----------------------------- Officer (Principal Executive Officer); Director
Thomas Gravina
/s/ Michael A. Peterson Executive Vice President - Chief July 1, 2002
----------------------------- Operating Officer and Chief Financial Officer
Michael A. Peterson (Principal Financial Officer); Director
/s/ Gregg N. Gorelick Senior Vice President - Controller and July 1, 2002
----------------------------- Treasurer
Gregg N. Gorelick
Director, Chairman Emeritus
-----------------------------
George S. Blumenthal
/s/ Ralph H. Booth, II Director July 1, 2002
-----------------------------
Ralph H. Booth, II
/s/ Alan J. Patricof Director July 1, 2002
-----------------------------
Alan J. Patricof
Director
-----------------------------
Warren Potash
EXHIBIT INDEX
Exhibit
Number Description
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4.1 CoreComm Holdco, Inc. 2001 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to CoreComm
Holdco, Inc.'s registration statement on Form S-1, file
no. 333-82402)
4.2 Restated Certificate of Incorporation of CoreComm Holdco,
Inc. (incorporated by reference to Exhibit 3.1 to
CoreComm Holdco, Inc.'s registration statement on Form
S-1, file no. 333-82402)
4.3 Certificate of Amendment to the Restated Certificate of
Incorporation of CoreComm Holdco, Inc. (incorporated by
reference to Exhibit 3.2 to CoreComm Holdco, Inc.'s
registration statement on Form S-1, file no. 333-82402)
4.4 Certificate of Correction to Certificate of Amendment to
the Restated Certificate of Incorporation of CoreComm
Holdco, Inc. (incorporated by reference to Exhibit 3.3 to
CoreComm Holdco, Inc.'s registration statement on Form
S-1, file no. 333-82402)
4.5 Rights Agreement, dated as of December 17, 2001, by and
between CoreComm Holdco, Inc. and Continental Stock
Transfer & Trust Company, including form of rights
certificate (incorporated by reference to Exhibit 4.2 to
CoreComm Holdco, Inc.'s registration statement on Form
S-1, file no. 333-82402)
4.6 Specimen common stock certificate (front and reverse
side) (incorporated by reference to Exhibit 4.1 to
CoreComm Holdco, Inc.'s registration statement on Form
S-1, file no. 333-82402)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as
to the legality of the securities offered hereby
23.1 Consent of Ernst & Young LLP
23.2 Consent of BDO Seidman LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included as part of Exhibit 5.1 hereto)
24.1 Power of Attorney (included on signature page hereto)