As filed with the Securities and Exchange Commission on February 13, 2002
Registration Nos. 333-82124
333-82124-01
333-82124-04
333-82124-03
333-82124-02
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT No. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDIACOM COMMUNICATIONS CORPORATION
MEDIACOM LLC
MEDIACOM CAPITAL CORPORATION
MEDIACOM BROADBAND LLC
MEDIACOM BROADBAND CORPORATION
(Exact names of registrants as specified in their charters)
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Delaware 06-1566067
New York 06-1433421
New York 06-1513997
Delaware 06-1615412
Delaware 06-1630167
(State or other (I.R.S. Employer
jurisdiction of Identification Nos.)
incorporation or
organization)
100 Crystal Run Road
Middletown, New York 10941
(845) 695-2600
(Address and telephone number of registrants' principal executive offices)
-----------------
Rocco B. Commisso
Chairman and Chief Executive Officer
Mediacom Communications Corporation
100 Crystal Run Road
Middletown, New York 10941
(845) 695-2600
(Name, address and telephone number of agent for service)
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Copies of all communications and notices to:
Robert L. Winikoff
Ira I. Roxland
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas, 24th Floor
New York, NY 10020-1089
Tel: (212) 768-6700
Fax: (212) 768-6800
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth various expenses which will be incurred in
connection with this offering as it relates to this registration statement:
Filing Fee.................. $ 44,895
Legal Fees and Expenses..... 50,000
Accounting Fees and Expenses 12,000
Printing Expenses........... 50,000
Miscellaneous Expenses...... 43,104
--------
Total.................... $200,000
========
Item 15. Indemnification of Directors and Officers
Mediacom Communications Corporation:
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee of or agent to the corporation.
The statute provides that it is not exclusive of other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
The by-laws of Mediacom Communications Corporation provides for
indemnification by Mediacom Communications of any director or officer (as such
term is defined in the by-laws) of Mediacom Communications who is or was a
director of any of its subsidiaries, or, at the request of Mediacom
Communications, is or was serving as a director or officer of, or in any other
capacity for, any other enterprise, to the fullest extent permitted by law. The
by-laws also provide that Mediacom Communications shall advance expenses to a
director or officer and, if reimbursement of such expenses is demanded in
advance of the final disposition of the matter with respect to which such
demand is being made, upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it is ultimately determined that
the director or officer is not entitled to be indemnified by Mediacom
Communications. To the extent authorized from time to time by the board of
directors of Mediacom Communications, Mediacom Communications may provide to
any one or more employees of Mediacom Communications, one or more officers,
employees and other agents of any subsidiary or one or more directors,
officers, employees and other agents of any other enterprise, rights of
indemnification and to receive payment or reimbursement of expenses, including
attorneys' fees, that are similar to the rights conferred in the by-laws of
Mediacom Communications on directors and officers of Mediacom Communications or
any subsidiary or other enterprise. The by-laws do not limit the power of
Mediacom Communications or its board of directors to provide other
indemnification and expense reimbursement rights to directors, officers,
employees, agents and other persons otherwise than pursuant to the by-laws.
Mediacom Communications intends to enter into agreements with certain
directors, officers and employees who are asked to serve in specified
capacities at subsidiaries and other entities.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (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
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faith or which involve intentional misconduct or a knowing violation of law,
(iii) for payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. The certificate of incorporation of Mediacom
Communications provides for such limitation of liability.
Mediacom LLC:
Section 420 of the New York Limited Liability Company Law (the "New York
Act") empowers a limited liability company to indemnify and hold harmless, and
advance expenses to, any member, manager or other person, or any testator or
intestate of such member, manager or other person, from and against any and all
claims and demands whatsoever; provided, however, that no indemnification maybe
made to or on behalf of any member, manager or other person if a judgment or
other final adjudication adverse to such member, manager or other person
establishes (a) that his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated or (b) that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally entitled.
Section 8.2 of Mediacom LLC's Fifth Amended and Restated Operating Agreement
(the "Operating Agreement") provides as follows:
The company shall, to the fullest extent permitted by the New York Act,
indemnify and hold harmless each Indemnified Person (as defined) against all
claims, liabilities and expenses of whatever nature relating to activities
undertaken in connection with the company, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
counsel, accountants' an experts' and other fees, costs and expenses reasonably
incurred in connection with the investigation, defense or disposition
(including by settlement) of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative body in which such
Indemnified Person may be or may have been involved, as a party or otherwise,
or with which such Indemnified Person may be or may have been threatened, while
acting as such Indemnified Person, provided that no indemnity shall be payable
hereunder against any liability incurred by such Indemnified Person by reason
of such Indemnified Person's gross negligence, fraud or willful violation of
the law or the Operating Agreement or with respect to any matter as to which
such Indemnified Person shall have been adjudicated not to have acted in good
faith.
Mediacom Capital Corporation:
Article 7, Section 722 of the New York Business Corporation Law (the
"Business Corporation Law") empowers a corporation to indemnify any person
made, or threatened to be made, a party to an action or proceeding (other than
one by or in the right of the corporation to procure a judgment in its favor),
whether civil or criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any director
or officer of the corporation served in any capacity at the request of the
corporation, by reason of the fact that he, his testator or intestate, was a
director or officer of the corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, if
such director or officer acted, in good faith, for a purpose which he
reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful.
Section 722 also empowers a corporation to indemnify any person made, or
threatened to be made, a party to an action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he,
his testator or intestate, is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of any other corporation of any type or kind, domestic or foreign, of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and
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reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense or settlement of such action, or
in connection with an appeal therein, if such director or officer acted, in
good faith, for a purpose which he reasonably believed to be in, or, in the
case of service for any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise, not opposed to, the best
interests of the corporation, except that no indemnification under this
paragraph shall be made in respect of (1) a threatened action, or a pending
action which is settled or otherwise disposed of, or (2) 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 in which the action
was brought, or, if no action was brought, any court of competent jurisdiction,
determines upon application that, in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such portion of
the settlement amount and expenses as the court deems proper.
Section 7 of Mediacom Capital's Certificate of Incorporation provides as
follows:
The corporation shall, to the fullest extent permitted by Article 7 of the
Business Corporation Law, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Article from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said Article, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
any person may be entitled under any bylaw, resolution of shareholders,
resolution of directors, agreement, or otherwise, as permitted by said Article,
as to action in any capacity in which he served at the request of the
corporation.
Article VII of Mediacom Capital's by-laws provides as follows:
The corporation shall indemnify any person to the full extent permitted, and
in the manner provided, by the New York Business Corporation Law, as the same
now exists or may hereafter be amended.
Mediacom Broadband LLC:
Article VIII of Mediacom Broadband LLC's Amended and Restated Operating
Agreement (the "Operating Agreement") provides as follows:
No Indemnified Person (as defined) shall be liable, directly or indirectly,
to the company or to any other member for any act or omission in relation to
the company or the Operating Agreement taken or omitted by such Indemnified
Person in good faith, provided that such act or omission does not constitute
gross negligence, fraud or willful violation of the law or the Operating
Agreement. The company shall, to the fullest extent permitted by the Delaware
Act, indemnify and hold harmless each Indemnified Person against all claims,
liabilities and expenses of whatsoever nature relating to activities undertaken
in connection with the company, including but not limited to, amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
counsel, accountants' and experts' and other fees, costs and expenses
reasonably incurred in connection with the investigation, defense or
disposition (including by settlement) of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative body in which
such Indemnified Person may be or may have been involved, as a party or
otherwise, or with which such Indemnified Person may be or may have been
threatened, while acting as such Indemnified Person, provided that no indemnity
shall be payable hereunder against any liability incurred by such Indemnified
Person by reason of such Indemnified Person's gross negligence, fraud or
willful violation of law or the Operating Agreement or with respect to any
matter as to which such Indemnified Person shall have been adjudicated not to
have acted in good faith.
Section 18-108 of the Delaware Limited Liability Company Act empowers a
limited liability company to indemnify and hold harmless any member or manager
or other person from and against any and all claims and demands whatsoever,
subject to such standards and restrictions, if any, as are set forth in its
limited liability company agreement.
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Mediacom Broadband Corporation:
Article VI of Mediacom Broadband Corporation's Certificate of Incorporation
provides as follows:
To the fullest extent permitted by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
Article VII of Mediacom Broadband Corporation's by-laws provides as follows:
The Corporation shall indemnify any person to the full extent permitted, and
in the manner provided, by the Laws of the State of Delaware, as the same now
exists or may hereafter be amended.
The first paragraph under "Item 15. Indemnification of Directors and
Officers--Mediacom Communications Corporation" concerning Section 145 of the
Delaware General Corporation Law is incorporated herein by reference.
Item 16. Exhibits and Financial Statement Schedules
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Restated Certificate of Incorporation of Mediacom Communications (1)
4.2 Amended and Restated Bylaws of Mediacom Communications (2)
4.3 Form of certificate evidencing shares of Class A common stock of Mediacom Communications (1)
4.4 Articles of Organization of Mediacom LLC (3)
4.5 Certificate of Amendment of the Articles of Organization of Mediacom LLC (3)
4.6 Fifth Amended and Restated Operating Agreement of Mediacom LLC (4)
4.7 Certificate of Incorporation of Mediacom Capital Corporation (3)
4.8 Bylaws of Mediacom Capital Corporation (3)
4.9 Certificate of Formation of Mediacom Broadband LLC (5)
4.10 Amended and Restated Limited Liability Company Operating Agreement of Mediacom
Broadband (5)
4.11 Certificate of Incorporation of Mediacom Broadband Corporation (5)
4.12 Bylaws of Mediacom Broadband Corporation (5)
4.13 Form of Senior Note Indenture of Mediacom Communications*
4.14 Form of Subordinated Note Indenture of Mediacom Communications*
4.15 Form of Senior Note Indenture of Mediacom LLC and Mediacom Capital Corporation*
4.16 Form of Subordinated Note Indenture of Mediacom LLC and Mediacom Capital Corporation*
4.17 Form of Senior Note Indenture of Mediacom Broadband LLC and Mediacom Broadband
Corporation*
4.18 Form of Subordinated Note Indenture of Mediacom Broadband LLC and Mediacom Broadband
Corporation*
5.1 Opinion of Sonnenschein Nath & Rosenthal
12.1 Statement re Computation of Ratio*
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Exhibit
Number Description of Exhibit
- ------- ----------------------
23.1 Consents of Arthur Andersen LLP*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Sonnenschein Nath & Rosenthal (contained in their opinion included under Exhibit 5.1)
24.1 Power of Attorney (comprises a portion of the signature page to this registration statement)*
- --------
* Previously filed with this registration statement.
(1) Filed as on exhibit to the registration statement on Form S-1 (File No.
333-90879) of Mediacom Communications and incorporated herein by reference.
(2) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2001 of Mediacom Communications and incorporated
herein by reference.
(3) Filed as on exhibit to the registration statement on Form S-4 (File No.
333-57285) of Mediacom LLC and Mediacom Capital Corporation and
incorporated herein by reference.
(4) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1999 of Mediacom LLC and Mediacom Capital Corporation and
incorporated herein by reference.
(5) Filed as on exhibit to the registration statement on Form S-4 (File No.
333-72440) of Mediacom Broadband LLC and Mediacom Broadband Corporation and
incorporated herein by reference.
Item 17. Undertakings
The undersigned registrants hereby undertake:
(1) To include any material information with respect to the plan of
distribution not previously described in the registration statement or any
material change to such information in the registration statement.
(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of
this registration statement as of the time it was declared effective.
(3) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
(4) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of section 310 of the Trust
Indenture Act of 1939 in accordance with the rules and regulations
prescribed by the Securities and Exchange Commission under section 305(b)2
of the Trust Indenture Act of 1939.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrants pursuant to Item 15 of Part II of the registration statement, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange 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 registrants of expenses incurred or paid by a director,
officer or controlling person of the registrants 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
registrants will, unless in the opinion of their 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.
II-5
SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Middletown, State of New York, on February 13,
2002.
MEDIACOM COMMUNICATIONS CORPORATION
By:
/S/ ROCCO B. COMMISSO
-----------------------------------
Rocco B. Commisso
Chairman and Chief Executive
Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
Signature Title Date
--------- ----- ----
/S/ ROCCO B. COMMISSO Chairman and Chief Executive February 13, 2002
- ----------------------------- Officer (Principal
Rocco B. Commisso Executive Officer)
/S/ MARK E. STEPHAN Senior Vice President, Chief February 13, 2002
_____________________________ Financial Officer,
Mark E. Stephan Treasurer and Director
(Principal Financial and
Accounting Officer)
* Director February 13, 2002
_____________________________
William S. Morris III
* Director February 13, 2002
_____________________________
Craig S. Mitchell
_____________________________ Director
Thomas V. Reifenheiser
* Director February 13, 2002
_____________________________
Natale S. Ricciardi
* Director February 13, 2002
_____________________________
Robert L. Winikoff
* Rocco B. Commisso pursuant to Powers of Attorney (executed by each of the
officers and directors listed above and indicated as signing above), by
signing his name hereto does hereby sign and execute this amendment to the
registration statement on behalf of each of the persons referenced above.
/S/ ROCCO B. COMMISSO
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SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Middletown, State of New York, on February 13,
2002.
MEDIACOM LLC
By:
/S/ ROCCO B. COMMISSO
-----------------------------------
Rocco B. Commisso
Manager, Chairman and Chief
Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
Signature Title Date
--------- ----- ----
/S/ ROCCO B. COMMISSO Manager, Chairman and Chief February 13, 2002
_____________________________ Executive Officer
Rocco B. Commisso (Principal Executive
Officer)
/S/ MARK E. STEPHAN Senior Vice President, Chief February 13, 2002
_____________________________ Financial Officer,
Mark E. Stephan Treasurer and Director
(Principal Financial and
Accounting Officer)
II-7
SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Middletown, State of New York, on February 13,
2002.
MEDIACOM CAPITAL CORPORATION
/S/ ROCCO B. COMMISSO
By:________________________________
Rocco B. Commisso
Chairman and Chief Executive
Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
Signature Title Date
--------- ----- ----
/S/ ROCCO B. COMMISSO Manager, Chairman and Chief February 13, 2002
_____________________________ Executive Officer
Rocco B. Commisso (Principal Executive
Officer)
/S/ MARK E. STEPHAN Senior Vice President, Chief February 13, 2002
_____________________________ Financial Officer,
Mark E. Stephan Treasurer and Director
(Principal Financial and
Accounting Officer)
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SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Middletown, State of New York, on February 13,
2002.
MEDIACOM BROADBAND LLC
/S/ ROCCO B. COMMISSO
By:________________________________
Rocco B. Commisso
Manager, Chairman and Chief
Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
Signature Title Date
--------- ----- ----
/S/ ROCCO B. COMMISSO Manager, Chairman and Chief February 13, 2002
_____________________________ Executive Officer
Rocco B. Commisso (Principal Executive
Officer)
/S/ MARK E. STEPHAN Senior Vice President, Chief February 13, 2002
_____________________________ Financial Officer,
Mark E. Stephan Treasurer and Director
(Principal Financial and
Accounting Officer)
II-9
SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Middletown, State of New York, on February 13,
2002.
MEDIACOM BROADBAND CORPORATION
/S/ ROCCO B. COMMISSO
By:________________________________
Rocco B. Commisso
Chairman and Chief Executive
Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
Signature Title Date
--------- ----- ----
/S/ ROCCO B. COMMISSO Manager, Chairman and Chief February 13, 2002
_____________________________ Executive Officer
Rocco B. Commisso (Principal Executive
Officer)
/S/ MARK E. STEPHAN Senior Vice President, Chief February 13, 2002
_____________________________ Financial Officer,
Mark E. Stephan Treasurer and Director
(Principal Financial and
Accounting Officer)
II-10
EXHIBIT 5.1
[Letterhead of Sonnenschein Nath & Rosenthal]
February 13, 2002
Mediacom Communications Corporation
Mediacom LLC
Mediacom Capital Corporation
Mediacom Broadband LLC
Mediacom Broadband Corporation
100 Crystal Run Road
Middletown, New York 10941
Re: Registration Statement on Form S-3
Under the Securities Act of 1933
--------------------------------
Ladies and Gentlemen:
We have acted as counsel to Mediacom Communications Corporation, a Delaware
corporation ("MCC"), Mediacom LLC, a New York limited liability company
("Mediacom LLC"), Mediacom Capital Corporation, a New York corporation
("Mediacom Capital"), Mediacom Broadband LLC, a Delaware limited liability
company ("Mediacom Broadband"), and Mediacom Broadband Corporation, a Delaware
corporation ("MBC" and, collectively with MCC, Mediacom LLC, Mediacom Capital
and Mediacom Broadband, the "Issuers"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement") heretofore filed by the
Issuers with the Securities and Exchange Commission (File Number 333-82124)
under the Securities Act of 1933, as amended (the "Securities Act"), for the
issuance and sale from time to time pursuant to Rule 415(a)(1)(x) under the
Securities Act of the following securities, with an aggregate public offering
price of $1,500,000,000: shares of Class A common stock, $0.01 par value per
share, of MCC ("Class A Common Stock"); shares of preferred stock, $0.01 par
value per share, of MCC ("Preferred Stock"); debt securities of any of the
Issuers ("Debt Securities"); warrants to purchase Class A Common Stock,
Preferred Stock or Debt Securities of MCC ("Warrants"); subscription rights to
purchase Class A Common Stock, Preferred Stock or Debt Securities of MCC
("Subscription Rights"); and guarantees by MCC with respect to Debt Securities
issued by either Mediacom LLC and Mediacom Capital or Mediacom Broadband and MBC
("Guarantees"). This opinion is being delivered in accordance with the
requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
In connection with rendering this opinion, we have examined originals,
certified copies or copies otherwise identified as being true copies of the
following:
(a) the Registration Statement;
Mediacom Communications Corporation
Mediacom LLC
Mediacom Capital Corporation
Mediacom Broadband LLC
Mediacom Broadband Corporation
February 13, 2002
Page 2
(b) the Restated Certificate of Incorporation of MCC;
(c) the Amended and Restated By-Laws of MCC as in effect on the date
hereof;
(d) the Articles of Organization, as amended, of Mediacom LLC;
(e) the Fifth Amended and Restated Operating Agreement of Mediacom LLC;
(f) the Certificate of Incorporation of Mediacom Capital;
(g) the By-Laws of Mediacom Capital as in effect on the date hereof;
(h) the Certificate of Formation of Mediacom Broadband;
(i) the Amended and Restated Limited Liability Company Operating Agreement
of Mediacom Broadband;
(j) the Certificate of Incorporation of MBC;
(k) the By-Laws of MBC as in effect on the date hereof;
(l) the form of senior note indenture of MCC;
(m) the form of subordinated note indenture of MCC;
(n) the form of senior note indenture of Mediacom LLC and Mediacom
Capital;
(o) the form of subordinated note indenture of Mediacom LLC and Mediacom
Capital; (p) the form of senior note indenture of Mediacom Broadband
and MBC;
(q) the form of subordinated note indenture of Mediacom Broadband and MBC;
(r) corporate proceedings of (i) MCC relating to its proposed issuance of
the Class A Common Stock, the Preferred Stock, the Debt Securities,
the Warrants, the Subscription Rights and the Guarantees, (ii) MCC (in
its capacity as managing member of each of Mediacom LLC and Mediacom
Broadband) relating to the proposed issuance by each of Mediacom LLC
and Mediacom Broadband of the Debt Securities and (iii) Mediacom
Capital and MBC relating to the proposed issuance by each of them of
the Debt Securities; and
Mediacom Communications Corporation
Mediacom LLC
Mediacom Capital Corporation
Mediacom Broadband LLC
Mediacom Broadband Corporation
February 13, 2002
Page 3
(s) such other instruments and documents as we have deemed relevant or
necessary in connection with our opinions set forth herein.
In making the aforesaid examinations, we have assumed the genuineness and
authenticity of all documents examined by us and all signatures therein and the
conformity to originals of all copies of all documents examined by us. We have
also assumed that the corporate records furnished to us by the MCC, Mediacom
LLC, Mediacom Capital, Mediacom Broadband and MBC include all corporate
proceedings or limited liability company proceedings, as the case may be, taken
by each of them to date.
Based upon the subject to the foregoing, we are of the opinion that:
1. When (i) the Registration Statement has become effective under the
Securities Act and (ii) an issuance of the Class A Common Stock has been duly
authorized by MCC and, upon issuance and delivery of certificates for the Class
A Common Stock against payment therefor in accordance with the terms of such
corporate proceeding taken by MCC and any applicable underwriting agreement or
purchase agreement, and as contemplated by the Registration Statement and/or the
applicable prospectus supplement, or upon the exercise of any Warrants for Class
A Common Stock in accordance with the terms thereof, or conversion or exchange
of Preferred Stock that, by their terms, are convertible into or exchangeable
for Class A Common Stock, or upon the conversion or exchange of Debt Securities
that, by their terms, are convertible into or exchangeable for Class A Common
Stock, or upon the exercise of any Subscription Rights for Class A Common Stock
in accordance with the terms thereof and receipt by MCC of any additional
consideration payable upon such conversion, exchange or exercise, the Class A
Common Stock represented by such certificates will be validly issued, fully paid
and non-assessable.
2. When (i) the Registration Statement has become effective under the
Securities Act, (ii) a series of the Preferred Stock has been duly authorized
and established by MCC in accordance with the terms of the Restated Certificate
of Incorporation of MCC, the Amended and Restated By-Laws of MCC and applicable
law, (iii) an appropriate Certificate or Certificates of Designation has or have
been filed with the Secretary of State of the State of Delaware and (iv) the
issuance of such series of Preferred Stock has been appropriately authorized by
MCC and, upon issuance and delivery of certificates for such series of Preferred
Stock against payment therefor in accordance with the terms of such corporate
proceeding taken by MCC and any applicable underwriting or purchase agreement,
and as contemplated by the Registration Statement and/or the applicable
prospectus supplement, or upon the exercise of any Warrants for such series of
Preferred Stock in accordance with the terms thereof, or upon the conversion or
exchange of Debt Securities that, by their terms, are convertible into or
exchangeable for such series of Preferred Stock, or upon the exercise of any
Subscription Rights for such series of
Mediacom Communications Corporation
Mediacom LLC
Mediacom Capital Corporation
Mediacom Broadband LLC
Mediacom Broadband Corporation
February 13, 2002
Page 4
Preferred Stock in accordance with the terms thereof and receipt by MCC of any
additional consideration payable upon such conversion, exchange or exercise,
such series of Preferred Stock represented by such certificates will be validly
issued, fully paid and non-assessable.
3. When (i) the Registration Statement has become effective under the
Securities Act, (ii) an applicable indenture has been duly executed and
delivered by MCC and the trustee named therein, (iii) the issuance of any series
of Debt Securities has been duly authorized by MCC and the terms thereof have
been duly established in accordance with the provisions of the indenture and
(iv) such series of Debt Securities has been duly authenticated by the trustee
and duly executed and delivered on behalf of MCC against payment therefor in
accordance with the terms of such corporate proceeding of MCC, any applicable
underwriting agreement or purchase agreement, the indenture and any applicable
supplemental indenture, and as contemplated by the Registration Statement and/or
the applicable prospectus supplement, or upon the exercise of any Warrants for
such series of Debt Securities in accordance with the terms thereof, or upon the
exercise of any Subscription Rights for such series of Debt Securities in
accordance with the terms thereof and receipt by MCC of any additional
consideration payable upon such exercise, such series of Debt Securities will
constitute valid and binding obligations of MCC, enforceable against MCC in
accordance with its terms.
4. When (i) the Registration Statement has become effective under the
Securities Act, (ii) an applicable indenture has been duly executed and
delivered by MCC, Mediacom LLC, Mediacom Capital and the trustee named therein,
(iii) the issuance of any series of Debt Securities has been duly authorized by
MCC (in its capacity as managing member of Mediacom LLC) and Mediacom Capital
and the terms thereof have been duly established in accordance with the
provisions of the indenture and (iv) such series of Debt Securities has been
duly authenticated by the trustee and duly executed and delivered on behalf of
Mediacom Broadband and Mediacom Capital against payment therefor in accordance
with the terms of such corporate proceeding of MCC (in its capacity as managing
member of Mediacom LLC) and Mediacom Capital, any applicable underwriting
agreement or purchase agreement, the indenture and any applicable supplemental
indenture, and as contemplated by the Registration Statement and/or the
applicable prospectus supplement, such series of Debt Securities will constitute
valid and binding obligations of Mediacom Broadband and Mediacom Capital,
enforceable against Mediacom Broadband and Mediacom Capital in accordance with
their terms.
5. When (i) the Registration Statement has become effective under the
Securities Act, (ii) an applicable indenture has been duly executed and
delivered by MCC, Mediacom Broadband, MBC and the trustee named therein, (iii)
the issuance of any series of Debt Securities has been duly authorized by MCC
(in its capacity as managing member of Mediacom Broadband) and MBC and the terms
thereof have been duly established in accordance with the provisions of the
indenture and (iv) such series of Debt Securities has been duly authenticated by
Mediacom Communications Corporation
Mediacom LLC
Mediacom Capital Corporation
Mediacom Broadband LLC
Mediacom Broadband Corporation
February 13, 2002
Page 5
the trustee and duly executed and delivered on behalf of Mediacom Broadband and
MBC against payment therefor in accordance with the terms of such corporate
proceeding of MCC (in its capacity as managing member of Mediacom Broadband) and
MBC, any applicable underwriting agreement or purchase agreement, the indenture
and any applicable supplemental indenture, and as contemplated by the
Registration Statement and/or the applicable prospectus supplement, such series
of Debt Securities will constitute valid and binding obligations of Mediacom
Broadband and MBC, enforceable against Mediacom Broadband and MBC in accordance
with its terms.
6. When (i) the Registration Statement has become effective under the
Securities Act, (ii) a warrant agreement conforming to the description thereof
in the Registration Statement and/or the applicable prospectus supplement has
been duly authorized by MCC and delivered by MCC and the warrant agent named
therein and (iii) Warrants conforming to the requirements of the related warrant
agreement have been duly authenticated by the warrant agent and duly executed
and delivered on behalf of MCC against payment therefor in accordance with the
terms of such corporate proceeding taken by MCC, any applicable underwriting
agreement or purchase agreement and the applicable warrant agreement, and as
contemplated by the Registration Statement and/or the applicable prospectus
supplement, the Warrants will constitute valid and binding obligations of MCC,
enforceable in accordance with their terms.
7. When (i) the Registration Statement has become effective under the
Securities Act and (ii) a standby underwriting agreement conforming to the
description thereof in the Registration Statement and/or the applicable
prospectus supplement has been duly authorized by MCC and delivered by MCC and
the underwriters named therein, and assuming (a) that the terms of the
Subscription Rights as set forth in the standby underwriting agreement are as
described in the Registration Statement and/or the applicable prospectus
supplement, (b) that the terms of the Subscription Rights as set forth in the
standby underwriting agreement do not violate any law applicable to MCC or
result in a default under or breach of any agreement or instrument binding upon
MCC, and (c) that the Subscription Rights are then issued as contemplated in the
Registration Statement and/or the applicable prospectus supplement, the
Subscription Rights will constitute valid and binding obligations of MCC,
enforceable in accordance with their terms.
8. When (i) the Registration Statement has become effective under the
Securities Act, (ii) an applicable indenture has been duly executed and
delivered by MCC, Mediacom LLC, Mediacom Capital and the trustee named therein,
(iii) the issuance of any series of Debt Securities has been duly authorized by
MCC (in its capacity as managing member of Mediacom LLC) and Mediacom Capital
and the terms thereof have been duly established in accordance with the
provisions of the indenture, (iv) the issuance of the Guarantees of such series
of Debt Securities of Mediacom LLC and Mediacom Capital has been authorized by
MCC and the terms thereof have been duly established in accordance with the
provisions of the indenture, (v) such
Mediacom Communications Corporation
Mediacom LLC
Mediacom Capital Corporation
Mediacom Broadband LLC
Mediacom Broadband Corporation
February 13, 2002
Page 6
Guarantees have been duly executed by MCC and (vi) such series of Debt
Securities has been duly authenticated by the trustee and duly executed and
delivered on behalf of Mediacom LLC and Mediacom Capital and such Guarantees
have been delivered on behalf of MCC, against payment therefor in accordance
with the terms of such corporate proceedings of MCC (in its own capacity and in
its capacity as managing member of Mediacom LLC) and Mediacom Capital, any
applicable underwriting agreement or purchase agreement, the indenture and any
applicable supplemental indenture, and as contemplated by the Registration
Statement and/or the applicable prospectus supplement, such Guarantees will
constitute valid and binding obligations of MCC, enforceable against MCC in
accordance with their terms.
9. When (i) the Registration Statement has become effective under the
Securities Act, (ii) an applicable indenture has been duly executed and
delivered by MCC, Mediacom Broadband, MBC and the trustee named therein, (iii)
the issuance of any series of Debt Securities has been duly authorized by MCC
(in its capacity as managing member of Mediacom Broadband) and MBC and the terms
thereof have been duly established in accordance with the provisions of the
indenture, (iv) the issuance of the Guarantees of such series of Debt Securities
of Mediacom Broadband and MBC has been authorized by MCC and the terms thereof
have been duly established in accordance with the provisions of the indenture,
(v) such Guarantees have been duly executed by MCC and (vi) such series of Debt
Securities has been duly authenticated by the trustee and duly executed and
delivered on behalf of Mediacom Broadband and MBC and such Guarantees have been
delivered on behalf of MCC, against payment therefor in accordance with the
terms of such corporate proceedings of MCC (in its own capacity and in its
capacity as managing member of Mediacom Broadband) and MBC, any applicable
underwriting agreement or purchase agreement, the indenture and any applicable
supplemental indenture, and as contemplated by the Registration Statement and/or
the applicable prospectus supplement, such Guarantees will constitute valid and
binding obligations of MCC, enforceable against MCC in accordance with their
terms.
Our opinions are subject to the effect of Federal and state bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and
other laws relating to or affecting the rights of secured or unsecured creditors
generally (or affecting the rights of only creditors of specific types of
debtors), with respect to which we express no opinion.
Our opinions are subject to the effect of general principals of equity,
whether applied by a court of law or equity, including, without limitation,
concepts of materiality, good faith and fair dealing and upon the availability
of injunctive relief or other equitable remedies, and the application of
principals of equity (regardless of whether enforcement is considered in
proceedings at law or in equity).
Mediacom Communications Corporation
Mediacom LLC
Mediacom Capital Corporation
Mediacom Broadband LLC
Mediacom Broadband Corporation
February 13, 2002
Page 7
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, Delaware general corporate law and limited
liability company law and the federal laws of the United States of America.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement. We do not, by giving such consent, admit that we are within the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/Ira Roxland
---------------------------
A Member of the Firm
