Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2009
MEDIACOM COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-29227
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06-1566067 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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100 Crystal Run Road
Middletown, New York
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10941 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (845) 695-2600
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As of April 22, 2009, Scott W. Seaton was appointed to the Board of Directors of Mediacom
Communications Corporation (the Registrant). Mr. Seaton will serve on the Boards Audit
Committee.
From 2002 to 2009, Mr. Seaton was a Managing Director in the Technology, Media and
Telecommunications investment banking group of Bank of America. Prior to that time Mr. Seaton was a
Managing Director in the investment banking department of Credit Suisse First Boston since 1996.
Bank of America and Credit Suisse First Boston or their affiliates have in the past engaged in
transactions with and performed services for the Registrant and its affiliates in the ordinary
course of business, including commercial banking, financial advisory and investment banking
services.
A copy of the press release announcing this appointment is attached as Exhibit 99.1 to this
report and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 21, 2009, the Registrants Board of Directors approved amendments to the Registrants
Amended and Restated Bylaws (the Restated Bylaws). The effective date of these amendments was
April 21, 2009.
The following is a summary of the major substantive differences between the previous Bylaws
and the Restated Bylaws. (Article and Section references are to the Restated By-Laws.)
Article I, Section 2: Who can call Special Meetings of Stockholders
Previous Bylaws
Special Meetings could be called by:
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the Board of Directors; |
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the Chief Executive Officer;
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the Secretary upon written
request of a the holders of a
majority of the voting power. |
Restated Bylaws
Special Meetings can be called by:
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the Board of Directors; |
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the Chairman of the Board; or |
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the President. |
Board of Directors determines the time, date
and place for the special meeting.
Reason for Change:
Conform provision to Article 8(d) of the Registrants Certificate of Incorporation, which does not
provide for special meetings to be called by stockholders or the Chief Executive Officer.
Article 1, Section 9: Voting
Previous Bylaws
Provided that, among other things,
every stockholder is entitled to one
vote for every share owned by such
person.
Restated Bylaws
Same, except deleted the provision
that every stockholder is entitled
to one vote for every share owned by
such person.
Reason for Change:
Conform the provision to the Registrants Certificate of Incorporation, which
creates Class B Common Stock with ten votes per share.
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Article 1, Section 10: Action without a Meeting
Previous Bylaws
Provided that the stockholders can
act by written consent if all
stockholders sign such consent.
Restated Bylaws
Provides that the stockholders can
act by written consent if at least
the minimum number of votes
necessary to approve the matter sign
the consent.
Reason for Change:
Under Delaware law, stockholders having majority voting power can act by
written consent unless the Registrants Certificate of Incorporation provides
otherwise. The Registrants Certificate of Incorporation is silent on this
issue.
Article II, Section 8: Board Committees
Previous Bylaws:
Committees had to be
comprised of three or
more directors.
Restated Bylaws:
Committees are comprised of one or more directors.
Reason for Change:
Gives the Board of Directors greater flexibility in creating committees.
Article II, Section 9: Removal of Directors
Previous Bylaws:
Directors could be removed for cause
by a vote of the stockholders or by
the board of directors.
Restated Bylaws:
Directors may be removed with or
without cause by a vote of the
stockholders.
Reason for Change:
The change is intended to make the provision on removal consistent with Section
141(k) of the Delaware General Corporate Law, which states that a director can
be removed with or without cause by the stockholders.
Article III: Officers
Previous Bylaws:
The list of officer titles in the
previous bylaws did not expressly
include Chairman of the Board or
Chief Financial Officer.
Restated Bylaws:
Adds the offices of Chairman of the
Board and Chief Financial Officer to
the list of expressly denominated
officers. Also makes clear that
Chief Financial Officer is a title
of an officer and that the Chief
Executive Officer has the powers of
the President referred to in the
Registrants Certificate of
Incorporation.
Reason for Change:
The changes are intended to align the language of the Bylaws more closely with
actual practice by expressly stating that (i) the Chairman of the Board is a
full-time officer (i.e. as opposed to a Non-Executive Chairman), and (ii)
Chief Financial Officer is a title of an officer, as well as a descriptive
noun that describes a set of corporate responsibilities. In addition, the
Registrant has a Chief Executive Officer but not a President and because
the Registrants Certificate of Incorporation says that the President has
certain authority, the changes make clear the Chief Executive Officer is
intended to have the functions of President.
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Article VII: Indemnification
Previous Bylaws:
The Registrant indemnified
directors, officers and others to
the fullest extent provided by law.
Restated Bylaws:
Continues that entitlement, but
introduces specific provisions that
govern certain aspects of the
indemnification right not expressly
covered by the previous Bylaws,
including provisions for the
following:
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payment or advancement by
the Registrant of the expenses of
officers and directors in defending
a claim for which indemnification
may be available; and |
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the right of directors and
officers to sue the Registrant for
claims for indemnification or
payment of expenses not paid within
sixty days and, if successful, to
also recover the costs of that suit. |
Reason for Change:
It is customary for public companies to include the specific right of
indemnification and advancement of legal expenses in the certificate of
incorporation or bylaws.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired None
(b) Pro Forma Financial Information None
(c) Shell Company Transactions None
(d) Exhibits:
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Exhibit No. |
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Description |
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3.1 |
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Amended and Restated By-Laws of the Registrant |
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99.1 |
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Press release issued by the Registrant on April 22, 2009 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:
April 24, 2009
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Mediacom Communications Corporation
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By: |
/s/
Mark E. Stephan |
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Mark E. Stephan |
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Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1 |
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Amended and Restated By-Laws of the Registrant |
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99.1 |
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Press release issued by the Registrant on April 22, 2009 |
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Exhibit 3.1
Exhibit 3.1
AMENDED AND RESTATED BY-LAWS
OF
MEDIACOM COMMUNICATIONS CORPORATION
(As of April 21, 2009)
ARTICLE I
STOCKHOLDERS
Section 1. ANNUAL MEETING. A meeting of stockholders of the Corporation shall be held
annually at such place within or without the State of Delaware, at such time and on such date as
may from time to time be fixed by the Board of Directors and stated in the notice of such meeting
delivered to or mailed to stockholders. At such annual meeting, the stockholders shall elect
directors and transact such other business as may properly be brought before the meeting.
Section 2. SPECIAL MEETINGS. Except as otherwise provided in the terms of any series of
preferred stock, special meetings of stockholders of the Corporation, for transaction of such
business as may properly come before the meeting, may be called by the Board of Directors, the
Chairman of the Board of Directors or the President of the Corporation. At any special meeting,
only such business may be transacted as is specified in the notice of such special meeting.
Section 3. NOTICE OF MEETINGS. Written notice of each meeting of stockholders stating the
place, date and hour of the meeting, the means of remote communication, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and,
in case of a special meeting, the purpose or purposes for which the meeting is called, shall be
given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty
days before the date of such meeting, either personally or by mail, facsimile, electronic mail or
other means of electronic communication, addressed to each stockholder at his address as it appears
on the records of the Corporation, or, if such stockholder shall have filed with the Secretary of
the Corporation a written request that notices to such stockholder be mailed to some other address
then directed to such stockholder at such other address. If mailed, such notice is given when
deposited in the United States mail, with postage thereon prepaid. If notice be by facsimile,
electronic mail or other means of electronic communication, such notice shall be deemed to be given
at the time provided in the General Corporation Law of the State of Delaware.
Section 4. WAIVER OF NOTICE. Notice of any meeting of stockholders need not be given to any
stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after
the meeting. The attendance of any stockholder at a meeting in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall
constitute a waiver of notice by such stockholder.
Section 5. ADJOURNMENT. The Chairman of the meeting or a majority of the voting power of the
shares so represented may adjourn the meeting from time to time, whether or not there is a quorum.
When any meeting of stockholders is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place, if any, to which the meeting is
adjourned, and the means of remote communications, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, any business may be
transacted that might have been transacted at the original meeting. If the adjournment is for more
than 30 days, or, if after such adjournment, the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record
on the new record date entitled to vote at such meeting.
Section 6. QUORUM. Except as otherwise provided by law, the holders of a majority in total
voting power of the outstanding shares of stock entitled to vote at the meeting, shall constitute a
quorum thereat for the transaction of any business at such meeting. When a quorum is once present
to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders. The
stockholders present may adjourn a meeting despite the absence of a quorum.
Section 7. PROXIES. Every stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent without a meeting may authorize another person or persons to act for him
or her by proxy. Every proxy must be signed by the stockholder or his or her attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing
it, except as otherwise provided by law.
Section 8. VOTING. Subject to the rights of the holders of any series of preferred stock, at
any meeting duly called and held for the election of directors at which a quorum is present,
directors shall, except as otherwise required by applicable law, be elected by a plurality of the
votes cast at a meeting of stockholders by the holders of shares entitled to vote in such election.
Subject to the rights of the holders of any series of preferred stock, whenever any corporate
action, other than the election of directors, is to be taken at a meeting by vote of the
stockholders, it shall, except as otherwise required by law, be authorized by a majority of the
votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.
Section 9. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any
annual or special meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all of the shares entitled to vote
thereon were present and voted; provided that prompt notice of such action shall be given to those
stockholders who have not so consented in writing to such action without a meeting and who would
have been entitled to notice of such meeting.
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Section 10. RECORD DATE. The Board of Directors may fix, in advance, a date, which date shall
not be more than sixty nor less than ten days before the date of any meeting of
stockholders nor more than sixty days prior to any other action, as the record date for the
purpose of determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to receive payment of
any dividend or the allotment of any rights, or for the purpose of any other action. When a
determination of stockholders of record entitled to notice of or to vote at any meeting of
stockholders has been made as provided herein, such determination shall apply to any adjournment
thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE II
DIRECTORS
Section 1. NUMBER AND QUALIFICATIONS. The Board of Directors shall consist of one or more
members. The number of directors shall be fixed by the Board of Directors. Directors need not be
stockholders of the Corporation. Each of the directors shall be at least eighteen years of age.
Section 2. ELECTION AND TERM OF OFFICE. At each annual meeting of stockholders, directors
shall be elected to hold office until the next annual meeting of stockholders. Each director shall
hold office until the expiration of such term, and until his or her successor has been elected and
qualified, unless he or she shall sooner die, resign or be removed.
Section 3. MEETINGS. A meeting of the Board of Directors shall be held for the election of
officers and for the transaction of such other business as may properly come before such meeting as
soon as practicable after the annual meeting of stockholders. Other regular meetings of the Board
of Directors may be held at such times as the Board of Directors may from time to time determine.
Special meetings of the Board of Directors may be called at any time by the Chairman of the Board,
the Chief Executive Officer or by a majority of the directors then in office. Meetings of the
Board of Directors shall be held at the principal office of the Corporation in the State of
Delaware or at such other place within or without the State of Delaware as may from time to time be
fixed by the Board of Directors.
Section 4. NOTICE OF MEETINGS; ADJOURNMENT. No notice need be given of the first meeting of
the Board of Directors after the annual meeting of stockholders or of any other regular meeting of
the Board of Directors, provided the time and place of such meetings are fixed by the Board of
Directors. Notice of each special meeting of the Board of Directors and of each regular meeting
the time and place of which has not been fixed by the Board of Directors, specifying the place,
date and time thereof, shall be given personally, by mail, facsimile, electronic mail or other
electronic form of communication to each director at his or her address as such address appears
upon the books of the Corporation at least one business day (Saturdays, Sundays and legal holidays
not being considered business days for the purpose of these By-Laws) before the date of such
meeting. Notice of any meeting need not be given to any director who submits a signed waiver of
notice, whether before or after the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to him or her. Notice of any directors meeting
or any waiver thereof need not state the purpose
of the meeting. A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of any adjournment of a meeting of the Board
of Directors to another time or place shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place are announced at the meeting, to the other
directors.
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Section 5. QUORUM; VOTING. At any meeting of the Board of Directors, a majority of the entire
Board of Directors shall constitute a quorum for the transaction of business or of any specified
item of business. Except as otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be the act of the Board
of Directors.
Section 6. PARTICIPATION BY TELEPHONE. Any one or more members of the Board of Directors or
any committee thereof may participate in a meeting of the Board of Directors or such committee by
means of a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
Section 7. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the
Board of Directors or any committee thereof may be taken without a meeting if all members of the
Board of Directors or such committee consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the members of the Board of
Directors or such committee shall be filed with the minutes of the proceedings of the Board of
Directors or such committee.
Section 8. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the
entire Board of Directors, may designate from among its members an Executive Committee and other
committees, each consisting of one or more directors. Each such committee, to the extent provided
in such resolution, shall have all the authority of the Board of Directors, except that no such
committee shall have authority as to the following matters: (a) the approving or adopting or
recommending to the stockholders any action or matter expressly required by the laws of the State
of Delaware to be submitted to the stockholders for approval, (b) the filling of vacancies in the
Board of Directors or in any committee, (c) the fixing of the compensation of the directors for
serving on the Board of Directors or on any committee, (d) the amendment or repeal of these
By-Laws, or the adoption of new By-Laws, or (e) the amendment or repeal of any resolution of the
Board of Directors which by its terms shall not be so amendable or repealable. The Board of
Directors may designate one or more directors as alternate members of any such committee, who may
replace any absent member or members at any meeting of such committee. Each such committee shall
serve at the pleasure of the Board of Directors.
Section 9. REMOVAL; RESIGNATION. Subject to the rights of the holders of any series of
preferred stock, any or all of the directors may be removed from office with or without cause upon
the affirmative vote of the holders of not less than a majority of the total voting power of the
then outstanding shares entitled to vote at an election of directors voting together as a class.
Any director may resign at any time, such resignation to be made in writing and to take
effect immediately or on any future date stated in such writing, without acceptance by the
Corporation.
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Section 10. VACANCIES. Newly created directorships resulting from an increase in the number
of directors and vacancies occurring in the Board of Directors for any reason may be filled by vote
of the Board of Directors or by vote of the stockholders. If any newly created directorship or
vacancy is to be filled by vote of the Board of Directors and the number of directors then in
office is less than a quorum, such newly created directorship or vacancy may be filled by vote of a
majority of the directors then in office. A director elected to fill a vacancy, unless elected by
the stockholders, shall hold office until the next meeting of stockholders at which the election of
directors is in the regular order of business, and until his or her successor has been elected and
qualified, and any director elected by the stockholders to fill a vacancy shall hold office for the
unexpired term of his or her predecessor unless, in either case, he or she shall sooner die, resign
or be removed.
ARTICLE III
OFFICERS
Section 1. ELECTION; QUALIFICATIONS. As soon as practicable after each annual meeting of
stockholders, the Board of Directors shall elect or appoint a Chairman of the Board, a Chief
Executive Officer, a Chief Financial Officer, one or more Vice-Presidents, a Secretary and a
Treasurer, and may elect or appoint at such time and from time to time such other officers as it
may determine. No officer other than the Chairman of the Board need be a director of the
Corporation. Any two or more offices may be held by the same person, except the offices of Chief
Executive Officer and Secretary.
Section 2. TERM OF OFFICE; VACANCIES. All officers shall be elected or appointed to hold
office until the meeting of the Board of Directors following the next annual meeting of
stockholders. Each officer shall hold office for such term and until his or her successor has been
elected or appointed and qualified unless he or she shall earlier resign, die, or be removed. Any
vacancy occurring in any office, whether because of death, resignation or removal, with cause, or
any other reason, shall be filled by the Board of Directors.
Section 3. REMOVAL; RESIGNATION. Any officer may be removed by the Board of Directors with or
without cause. Any officer may resign his or her office at any time, such resignation to be made
in writing and to take effect immediately or on any future date stated in such writing, without
acceptance by the Corporation.
Section 4. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall
have overall responsibility for the management and direction of the business and affairs of the
Corporation and shall exercise such duties as customarily pertain to the office of Chairman of the
Board and such other duties as may be prescribed from time to time by the Board of Directors. He
or she shall be the senior officer of the Corporation and in case of the inability or failure of
the Chief Executive Officer to perform his duties, he or she shall perform the duties of the Chief
Executive Officer. The Chairman of the Board shall be empowered to sign all certificates,
contracts and other instruments of the Corporation, and to do
all acts that are authorized by the Board of Directors. The Chairman shall preside at all
meetings of stockholders and of the Board of Directors at which he or she is present.
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Section 5. POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the chief executive, operating and administrative officer of the Corporation and shall
have general charge and supervision of its business, affairs, administration and operations. The
Chief Executive Officer shall from time to time make such reports concerning the Corporation as the
Board of Directors may direct. The Chief Executive Officer shall have the power to perform all
duties directed or permitted to be performed by the President of the Corporation under the
Corporations Certificate of Incorporation in effect from time to time, and such other powers and
shall perform such other duties as may from time to time be assigned to him or her by the Board of
Directors. The Chief Executive Officer shall be empowered to sign all certificates, contracts and
other instruments of the Corporation, and to do all acts that are authorized by the Board of
Directors.
Section 6. POWERS AND DUTIES OF THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall act in an executive financial capacity. He or she shall assist the Chief Executive Officer
in the general supervision of the Corporations financial policies and affairs. The Chief
Financial Officer shall have such other powers and shall perform such other duties as may from time
to time be assigned to him or her by the Chief Executive Officer or the Board of Directors. The
Chief Financial Officer shall be empowered to sign all certificates, contracts and other
instruments of the Corporation, and to do all acts that are authorized by the Chief Executive
Officer or Board of Directors.
Section 7. POWERS AND DUTIES OF THE VICE-PRESIDENTS. Each of the Vice-Presidents shall have
such powers and shall perform such duties as may from time to time be assigned to him or her by the
Board of Directors.
Section 8. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall record and keep the
minutes of all meetings of stockholders and of the Board of Directors. The Secretary shall attend
to the giving and serving of all notices by the Corporation. The Secretary shall be the custodian
of, and shall make or cause to be made the proper entries in, the minute book of the Corporation
and such books and records as the Board of Directors may direct. The Secretary shall be the
custodian of the seal of the Corporation and shall affix or cause to be affixed such seal to such
contracts, instruments and other documents as the Board of Directors may direct. The Secretary
shall have such other powers and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors.
Section 9. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be the custodian of all
funds and securities of the Corporation. Whenever required by the Board of Directors, the
Treasurer shall render a statement of the Corporations cash and other accounts, and shall cause to
be entered regularly in the proper books and records of the Corporation to be kept for such purpose
full and accurate accounts of the Corporations receipts and disbursements. The Treasurer shall at
all reasonable times exhibit the Corporations books and accounts to any director of the
Corporation upon application at the principal office of the corporation during business hours. The
Treasurer shall have such other powers and shall perform such other duties as may from time to time
be assigned to him or her by the Board of Directors.
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Section 10. DELEGATION. In the event of the absence of any officer of the Corporation or for
any other reason that the Board of Directors may deem sufficient, the Board of Directors may at
any time and from time to time delegate all or any part of the powers or duties of any officer to
any other officer or officers or to any director or directors.
ARTICLE IV
STOCK OF THE CORPORATION
Section 1. SHARES OF STOCK. Shares of the capital stock of the Corporation may be
certificated or uncertificated, as provided under the General Corporation Law of the State of
Delaware. Each stockholder, upon written request to the transfer agent or registrar of the
Corporation, shall be entitled to a certificate of the capital stock of the Corporation in such
form as may from time to time be prescribed by the Board of Directors. Such certificate shall
certify the number of shares of the Corporation owned by the stockholder, shall bear the
Corporation seal and shall be signed by the Chairman of the Board, the Chief Executive Officer or a
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation. The Corporation seal and the signatures by Corporation officers may
be facsimiles if the certificate is manually countersigned by an authorized person on behalf of a
transfer agent or registrar other than the Corporation or its employee. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect as if such officer,
transfer agent or registrar were such officer, transfer agent or registrar at the time of its
issue. Every certificate issued when the Corporation is authorized to issue more than one class or
series of stock shall contain such legend with respect thereto as is required by law.
Section 2. LOST CERTIFICATES. The Board of Directors may direct a new certificate or
certificates to be issued by the Corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of stock to be lost or
destroyed. When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.
Section 3. TRANSFERS OF STOCK. Stock of the Corporation shall be transferable in the manner
prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of
the Corporation, and in the case of certificated shares of stock, only by the person named in the
certificate or by such persons attorney lawfully constituted in writing and upon the surrender of
the certificate therefore, properly endorsed for transfer and payment of all necessary transfer
taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such persons attorney lawfully
constituted in writing, and upon payment of all necessary transfer taxes and compliance with
appropriate procedures for transferring shares in uncertificated form; provided, however, that such
surrender and endorsement, compliance or payment of taxes shall not be required in any case in
which the officers of the Corporation shall determine to waive such requirement. No
transfer of stock shall be valid as against the Corporation for any purpose until it shall
have been entered in the stock records of the Corporation by an entry showing from and to whom
transferred.
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Section 4. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to recognize the
exclusive right of the person in whose name a share or shares of stock are registered on the
Corporations books as the owner of such share or shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of any other person
whether or not it shall have express or other notice thereof, except as otherwise provided by the
laws of the State of Delaware.
ARTICLE V
EXECUTION OF DOCUMENTS
All contracts, instruments, agreements, bills payable, notes, checks, drafts, warrants or
other obligations of the Corporation shall be made in the name of the Corporation and shall be
signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the
Secretary, the Treasurer or such other officer or officers as the Board of Directors may from time
to time designate.
ARTICLE VI
SEAL
The seal of the Corporation shall contain the name of the Corporation, the words Corporate
Seal, the year of its organization and the word Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. 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 she, or a person for whom he or she is the legal
representative, is or was a director, officer, employee or agent 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, nonprofit entity, or other enterprise,
including service with respect to employee benefit plans, against all liability and loss suffered
and expenses (including attorneys fees) reasonably incurred by such person. 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.
Section 2. ADVANCEMENT OF EXPENSES. The Corporation shall pay the expenses (including
attorneys fees) as they are incurred by an officer or director of the Corporation in defending any
proceeding in advance of its final disposition, provided, however, that the payment of such
expenses shall be made only upon receipt of an undertaking by the director or officer to repay all
amounts advanced if it shall ultimately be determined that the
director or officer is not entitled to be indemnified. Payment of such expenses incurred by
other employees and agents of the Corporation may be made by the Board of Directors in its
discretion upon such terms and conditions, if any, as it deems appropriate.
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Section 3. CLAIMS. If a claim for indemnification or payment of expenses (including
attorneys fees) under this Article is not paid in full within sixty 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.
Section 4. NONEXCLUSIVITY OF RIGHTS. The right conferred on any person by this Article VII
shall not be exclusive of any other rights which such person may have or hereafter acquire under
any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 5. OTHER INDEMNIFICATION. The Corporations 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 non profit entity shall be reduced by
any amount such person may collect as indemnification from such other corporation, partnership,
joint venture, trust, non profit entity, or other enterprise.
Section 6. AMENDMENT OR REPEAL. Any repeal or modification of the provisions of this Article
VII 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 VIII
FISCAL YEAR
The fiscal year of the Corporation shall end on December 31 of each year or on such other date
as shall be determined by the Board of Directors.
ARTICLE IX
AMENDMENT OF BY-LAWS
Except as otherwise provided by law, these By-Laws may be amended or repealed, and any new
By-Law may be adopted, by (i) an affirmative vote of a majority of all directors, or (ii) an
affirmative vote of the holders of not less than 66 2/3% of the total voting power of the then
outstanding capital stock of the Corporation entitled to vote in the election of directors, voting
as a single class; provided, that no vote of the stockholders of the Corporation shall be required
to authorize the adoption, amendment or repeal of any provision of the By-Laws by the Board of
Directors under clause (i) of this Article IX.
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Exhibit 99.1
Exhibit 99.1
Scott W. Seaton Appointed to
Mediacom Communications Board of Directors
Middletown, New York April 22, 2009 MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) today
announced that Scott W. Seaton has been appointed to fill a vacant seat on its Board of Directors.
Mr. Seaton will become a member of the Board immediately.
Mr. Seaton is a Partner of Londonderry Capital LLC, a financial advisory firm focused on media and
telecommunications companies. From 2002 to 2009, he was a Managing Director in the Technology,
Media and Telecommunications investment banking group of Bank of America. Prior to that time Mr.
Seaton was a Managing Director in the investment banking department of Credit Suisse First Boston
since 1996.
Scott is an excellent addition to our board of directors stated Rocco B. Commisso, Mediacoms
Chairman and CEO. His experience as a long term member of the media and telecommunications
investment banking community, and expertise in complex transactions will be an invaluable asset to
Mediacom. I look forward to working with Scott and the rest of the board as we continue to execute
on our business plan.
While working in the investment banking field over the past 10 years, Mr. Seaton played a
significant role in developing client relationships, and completed nearly $50 billion of financing,
and more than $25 billion of advisory assignments. Mr. Seaton has an undergraduate degree from
Stanford University and an MBA from Harvard University.
Company Description
Mediacom Communications is the nations eighth largest cable television company and one of the
leading cable operators focused on serving the smaller cities and towns in the United States.
Mediacom Communications offers a wide array of broadband products and services, including
traditional video services, digital television, video-on-demand, digital video recorders,
high-definition television, high-speed data access and phone service. More information about
Mediacom Communications can be accessed on the Internet at: www.mediacomcc.com.
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Investor
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Media Relations |
Calvin Craib
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Thomas Larsen |
Senior Vice President,
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Vice President, |
Corporate Finance
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Legal and Public Affairs |
(845) 695-2675
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(845) 695-2754 |
Mediacom Communications Corporation
100 Crystal Run Road Middletown, NY 10941 845-695-2600 Fax 845-695-2639