As filed with the Securities and Exchange Commission on December 29, 2005
Registration No. 333-57808
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INSIGHT COMMUNICATIONS COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
| 13-4053502 |
810 7th Avenue
New York, New York 10019
(Address of Registrant’s principal executive offices)
Insight Communications Company, Inc. 1999 Equity Incentive Plan
(formerly known as the Insight Communications Company, Inc. 1999 Stock Option Plan)
(Full Title of the Plan)
Elliot Brecher, Esq.
Senior Vice President and General Counsel
Insight Communications Company, Inc.
810 7th Avenue
New York, New York 10019
(917) 286-2300
(Name, address and telephone number of agent for service)
Copies of all communications and notices to:
Joseph H. Schmitt, Esq.
Sonnenschein Nath & Rosenthal LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 768-6700
Fax: (212) 768-6800
Deregistration of Securities
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-57808) (the “Registration Statement”) filed on March 28, 2001 with the Securities and Exchange Commission by Insight Communications Company, Inc. (the “Registrant”). The Registration Statement registered for issuance, pursuant to the Insight Communications Company, Inc. 1999 Equity Incentive Plan (formerly known as the Insight Communications Company, Inc. 1999 Stock Option Plan), 5,000,000 shares of Class A common stock, $0.01 par value (“Class A common stock”), of the Registrant.
On December 16, 2005, pursuant to an Agreement and Plan of Merger, dated as of July 28, 2005, between the Registrant and Insight Acquisition Corp. (“Insight Acquisition”), Insight Acquisition was merged with and into the Registrant, with the Registrant continuing as the surviving corporation (the “Merger”). As a result of the Merger, each share of Class A common stock of the Registrant (other than shares held by Insight Acquisition and stockholders who have perfected their appraisal rights under Delaware law) was converted into the right to receive $11.75 in cash.
The Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1, any and all shares of Class A common stock registered under the Registration Statement that have not been issued prior to the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Post-Effective Amendment No. 1 to 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 New York, State of New York, on December 29, 2005.
| Insight Communications Company, Inc. | ||
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| By: | /s/ Michael S. Willner |
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| Michael S. Willner | |
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| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates indicated.
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/s/ Sidney R. Knafel |
| Chairman of the Board and Director |
| December 29, 2005 |
Sidney R. Knafel |
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/s/ Michael S. Willner |
| Vice Chairman, President, Chief |
| December 29, 2005 |
Michael S. Willner |
| Executive Officer and Director (Principal |
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| Executive Officer) |
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/s/ Dinni Jain |
| Executive Vice President, Chief |
| December 29, 2005 |
Dinni Jain |
| Operating Officer and Director |
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/s/ John Abbot |
| Senior Vice President and Chief Financial |
| December 29, 2005 |
John Abbot |
| Officer (Principal Financial Officer) |
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/s/ Daniel Mannino |
| Senior Vice President and Controller |
| December 29, 2005 |
Daniel Mannino |
| (Principal Accounting Officer) |
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/s/ Geraldine B. Laybourne |
| Director |
| December 28, 2005 |
Geraldine B. Laybourne |
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/s/ Amos B. Hostetter, Jr. |
| Director |
| December 28, 2005 |
Amos B. Hostetter, Jr. |
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| Director |
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Stephen C. Gray |
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| Director |
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William E. Kennard |
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| Director |
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Michael J. Connelly |
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/s/ James A. Attwood, Jr. |
| Director |
| December 28, 2005 |
James A. Attwood, Jr. |
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