As filed with the Securities and Exchange Commission on March 26, 2007
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER CABLE INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 84-1496755
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
290 HARBOR DRIVE
STAMFORD, CONNECTICUT 06902-7441
(Address of Principal Executive Office,
including zip code)
TIME WARNER CABLE INC. 2006 STOCK INCENTIVE PLAN
(Full Title of the Plan)
--------------------
MARC LAWRENCE-APFELBAUM, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TIME WARNER CABLE INC.
290 HARBOR DRIVE
STAMFORD, CONNECTICUT 06902-7441
(203) 328-0600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE(3)
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Class A common stock, $0.01
par value per share........ 100,000,000 $38.065 $3,806,500,000 $116,859.55
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover
any additional securities to be offered or issued from stock splits,
stock dividends or similar transactions.
(2) Pursuant to Rule 457 (c) and (h)(1) under the Securities Act, the
proposed maximum offering price per share was determined based on the
average of the high and low prices of Time Warner Cable Inc.'s Class A
common stock as reported on the New York Stock Exchange Composite Tape on
March 22, 2007, which was $38.065 per share.
(3) In accordance with Rule 457(p) under the Securities Act, $10,700 of the
registration fee was previously paid and unused in connection with Time
Warner Cable Inc.'s Registration Statement on Form S-1 (File No.
333-138052), originally filed on October 18, 2006, and such amount is
offset against the total registration fee required hereunder.
EXPLANATORY NOTE
Time Warner Cable Inc. (the "Company") hereby files this registration
statement on Form S-8 relating to shares of Class A common stock, $0.01 par
value per share, of the Company (the "Class A Common Stock"), which have been
reserved for issuance and are issuable pursuant to the Time Warner Cable Inc.
2006 Stock Incentive Plan, as amended from time to time (the "2006 Plan").
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the 2006 Plan as specified
by Rule 428(b)(1) under the Securities Act of 1933. Such documents are not
being filed with the Securities and Exchange Commission (the "Commission"),
but constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II, a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Company will furnish without charge to each person to whom the
prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents incorporated by reference in Item 3 of Part II of
this Registration Statement, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that is
incorporated). Those documents are incorporated by reference in the Section
10(a) prospectus. Requests should be directed to Time Warner Cable Inc., 290
Harbor Drive, Stamford, Connecticut 06902-7441, Attention: Investor Relations;
Telephone number (203) 328-0600.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Commission by the Company (File No. 000-52471) are hereby incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2006;
(b) The Company's Current Report on Form 8-K dated February 13,
2007, filed on February 13, 2007;
(c) The Company's Current Report on Form 8-K dated February 13,
2007, filed on February 20, 2007; and
(d) The description of the Company's Class A Common Stock
incorporated by reference into the Company's Registration
Statement on Form 8-A filed pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on February 28,
2007 and any amendment or report filed for the purpose of
updating such description.
In addition, all reports and other documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act (other than Current Reports on Form 8-K furnishing information pursuant to
Items 2.02 and 7.01, including any exhibits included with such information)
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and made part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein and to be a part hereof 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. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the Delaware General Corporation Law provides, in
general, 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, whether civil, criminal,
administrative or investigative, other than an action by or in the right of
the corporation, because the person is or was a director or officer of the
corporation. Such indemnity may be against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding, if
the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and if, with
respect to any criminal action or proceeding, the person did not have
reasonable cause to believe the person's conduct was unlawful.
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Section 145(b) of the Delaware General Corporation Law provides, in
general, 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 or suit by or in the right of the corporation to
procure a judgment in its favor because the person is or was a director or
officer of the corporation, against any expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense
or settlement of such action or suit if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145(g) of the Delaware General Corporation Law provides, in
general, that a corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation against any liability asserted against the person in any such
capacity, or arising out of the person's status as such, whether or not the
corporation would have the power to indemnify the person against such
liability under the provisions of such Section 145.
The Company's restated certificate of incorporation provides that, to
the fullest extent permitted by applicable law, a director will not be liable
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. This provision does not limit or eliminate the
Company's rights or those of any stockholder to seek non-monetary relief such
as an injunction or rescission in the event of a breach of a director's duty
of care. The provisions will not alter the liability of directors under
federal securities laws. In addition, the Company's by-laws provide that the
Company will indemnify each director and officer and may indemnify employees
and agents, as determined by the Company's board, to the fullest extent
provided by the laws of the State of Delaware.
The foregoing statements are subject to the detailed provisions of
section 145 of the Delaware General Corporation Law and the Company's restated
certificate of incorporation and by-laws.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company under the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Reference is made to Item 9 of the undertakings with respect to
indemnification for liabilities arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
5
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Form of Specimen Class A Common Stock Certificate of the
Company (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated February 13,
2007, filed on February 13, 2007) (the "Form 8-K")).
4.2 Amended and Restated Certificate of Incorporation of the
Company, as filed with the Secretary of State of the State
of Delaware on July 27, 2006 (incorporated by reference to
Exhibit 3.1 to the Form 8-K).
4.3 By-laws of the Company, as of July 28, 2006 (incorporated
by reference to Exhibit 3.2 to the Form 8-K).
5
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5* Opinion of Susan A. Waxenberg, Esq., Vice President &
Assistant Chief Counsel, Corporate
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Deloitte & Touche LLP.
23.3* Consent of PricewaterhouseCoopers LLP.
23.4* Consent of Susan A. Waxenberg, Esq., Vice President &
Assistant Chief Counsel, Corporate (included in the
opinion filed as Exhibit 5).
24.1* Power of Attorney (included on signature page of this
Registration Statement).
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* Filed herewith.
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 this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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 the 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 a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(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 (a)(i) and (a)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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 hereby which
remain unsold at the termination of the offering.
(6) That, for the purpose of determining liability of the registrant
under the Securities Act to any purchaser in the initial
distribution of the securities, the registrant undertakes that
in a primary offering of securities of the registrant pursuant
to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
6
(i) any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required
to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or
used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating
to the offering containing material information about the
undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (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 hereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Time
Warner Cable Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stamford, State of Connecticut, on
March 26, 2007.
TIME WARNER CABLE INC.
By: /s/ Glenn A. Britt
----------------------
Name: Glenn A. Britt
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Glenn A. Britt, Landel C. Hobbs, John
K. Martin, Marc Lawrence-Apfelbaum, Robert D. Marcus and David A. Christman,
or any of them, as his or her true and lawful attorney-in-fact with full power
of substitution and resubstitution, in any and all capacities, with full power
to act without the others for him or her and in his or her name, place and
stead, in any and all capacities, to sign one or more Registration Statements
on Form S-8 or any other appropriate form and any and all amendments to any
such Registration Statement (including post-effective amendments), to be filed
with the Securities and Exchange Commission for the registration under the
provisions of the Securities Act of 1933, as amended, of the shares of Class A
common stock, par value $0.01 per share, of the Company to be issued in
connection with the following employee incentive plan of the Company and/or
its subsidiaries:
TIME WARNER CABLE INC. 2006 STOCK INCENTIVE PLAN
with power where appropriate to affix thereto the corporate seal of the
Company and to attest said seal, and to file any such Registration Statement,
including a form of prospectus, and any and all amendments and post-effective
amendments to any such Registration Statement, with all exhibits thereto, and
any and all documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
following capacities and on the date indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Glenn A. Britt Director, President and Chief Executive Officer March 26, 2007
--------------------------------- (principal executive officer)
Glenn A. Britt
/s/ John K. Martin Executive Vice President and Chief Financial Officer March 26, 2007
--------------------------------- (principal financial officer)
John K. Martin
8
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Richard M. Petty Senior Vice President and Controller (controller or March 26, 2007
--------------------------------- principal accounting officer)
Richard M. Petty
/s/ Carole Black Director March 26, 2007
---------------------------------
Carole Black
/s/ Thomas H. Castro Director March 26, 2007
---------------------------------
Thomas H. Castro
/s/ David C. Chang Director March 26, 2007
---------------------------------
David C. Chang
/s/ James E. Copeland, Jr. Director March 26, 2007
---------------------------------
James E. Copeland, Jr.
/s/ Peter R. Haje Director March 26, 2007
---------------------------------
Peter R. Haje
/s/ Don Logan Director March 26, 2007
---------------------------------
Don Logan
/s/ Michael Lynne Director March 26, 2007
---------------------------------
Michael Lynne
/s/ N.J. Nicholas, Jr. Director March 26, 2007
---------------------------------
N.J. Nicholas, Jr.
/s/ Wayne H. Pace Director March 26, 2007
---------------------------------
Wayne H. Pace
9
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------------------------------------------------------------------------------
4.1 Form of Specimen Class A Common Stock Certificate of the
Company (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated February 13,
2007, filed on February 13, 2007) (the "Form 8-K")).
4.2 Amended and Restated Certificate of Incorporation of the
Company, as filed with the Secretary of State of the State
of Delaware on July 27, 2006 (incorporated by reference to
Exhibit 3.1 to the Form 8-K).
4.3 By-laws of the Company, as of July 28, 2006 (incorporated
by reference to Exhibit 3.2 to the Form 8-K).
5* Opinion of Susan A. Waxenberg, Esq., Vice President &
Assistant Chief Counsel, Corporate
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Deloitte & Touche LLP.
23.3* Consent of PricewaterhouseCoopers LLP.
23.4* Consent of Susan A. Waxenberg, Esq., Vice President &
Assistant Chief Counsel, Corporate (included in the
opinion filed as Exhibit 5).
24.1* Power of Attorney (included on signature page of this
Registration Statement).
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* Filed herewith.
10