As filed with the Securities and Exchange Commission
on June 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WIDEOPENWEST, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
46-0552948 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado |
|
80111 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
WideOpenWest, Inc. 2017 Omnibus Incentive
Plan
(Full title of the plan)
John Rego
Chief Financial Officer
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111
(720) 479-3500
(Name and address of agent for service and telephone
number, including area code, of agent for service)
Copies to:
Jeffrey H. Kuras
Honigman LLP
2290 First National Building
660 Woodward Ave.
Detroit, Michigan 48226-3506
(313) 465-7446 (telephone)
(313) 465-7447 (facsimile)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer |
x |
Accelerated filer |
¨ |
Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
|
|
Emerging Growth Company |
¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This
Registration Statement on Form S-8 is being filed by WideOpenWest, Inc., a Delaware corporation (the “Registrant”),
relating to 3,850,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible directors,
officers, employees and other service providers of the Registrant under the WideOpenWest, Inc.’s 2017 Omnibus Incentive Plan
(the “Plan”). The Common Stock being registered hereunder is in addition to the 6,355,054 shares of Common Stock issuable
under the Plan that were registered on the Registrant’s Form S-8 filed on May 31, 2017 (File No. 333-218376)
and additional 5,719,074 shares of Common Stock issuable under the Plan that were registered on the Registrant’s Form S-8 filed on November 1, 2019 (File No. 333-234421) (together, the “Prior Registration Statements”).
This Registration Statement relates to securities
of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E
to Form S-8 regarding the registration of additional securities. Pursuant to Instruction E to Form S-8, the contents of the
Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents filed with the Commission
by the Registrant are hereby incorporated in this Registration Statement by reference:
In addition, all documents the Registrant subsequently
files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
after the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold are incorporated by reference in
this Registration Statement and are a part hereof from the date of filing of such documents. Notwithstanding anything herein, the Registrant
is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless,
and to the extent, specified in any such Current Report on Form 8-K.
Any statement made herein or contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute part of this Registration Statement.
Item 8. Exhibits.
The exhibits to this Registration Statement are
listed below:
EXHIBIT INDEX
Exhibit
Number |
|
Description |
4.1 |
|
Amended and
Restated Certificate of Incorporation of WideOpenWest, Inc. (incorporated by reference to exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1/A filed on May 15, 2017). |
4.2 |
|
Amended and
Restated Bylaws of WideOpenWest, Inc. (incorporated by reference to exhibit 3.2 to the Registrant’s Registration Statement
on Form S-1/A filed on May 15, 2017). |
4.3 |
|
WideOpenWest, Inc.
Stockholders’ Agreement (incorporated by reference to exhibit 10.20 to the Registrant’s Registration Statement on Form S-1/A
filed on May 15, 2017). |
4.4 |
|
WideOpenWest, Inc.
Registration Rights Agreement (incorporated by reference to exhibit 10.21 to the Registrant’s Registration Statement on Form S-1/A
filed on May 15, 2017). |
5.1* |
|
Opinion of
Honigman LLP. |
23.1* |
|
Consent of
BDO USA, LLP. |
23.2* |
|
Consent of
Honigman LLP (included in Exhibit 5.1). |
24.1* |
|
Power of Attorney
(included on signature page to this Registration Statement). |
99.1 |
|
WideOpenWest, Inc.
2017 Omnibus Incentive Plan (incorporated by reference to exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q
filed on November 13, 2017). |
99.2 |
|
Amendment
to WideOpenWest, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement
filed on March 29, 2019). |
99.3 |
|
Amendment
to WideOpenWest, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement
filed on March 23, 2023). |
107* |
|
Filing Fee
Table |
* Filed herewith
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 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 Englewood, State of Colorado, on June 28, 2023.
|
WideOpenWest, Inc. |
|
|
|
By: |
/s/
Teresa Elder |
|
|
Name: |
Teresa
Elder |
|
|
Title: |
Chief Executive
Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of WideOpenWest, Inc. hereby constitutes and appoints Teresa Elder and John Rego, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, each with the power of substitution for him or her in any and all capacities, with full
power and authority in said attorneys-in-fact and agents and in any one or more of them, to sign and execute and file the proposed registration
statement on Form S-8 to be filed by the Registrant under the Securities Act, which registration statement relates to the registration
and issuance of the Registrant’s Common Shares, par value $0.01 a share, pursuant to the WideOpenWest, Inc. 2017 Omnibus Incentive
Plan, and any of the documents relating to such registration statement, any and all amendments to such registration statement, including
any amendment thereto changing the amount of securities for which registration is being sought, and any post-effective amendment, with
all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents,
and each of them, may lawfully do or cause to be done by virtue hereof.
* * * *
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated and on the date indicated below:
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/
Teresa Elder |
|
Chief Executive
Officer and Director
(Principal Executive
Officer) |
|
June 28,
2023 |
Teresa
Elder |
|
|
|
|
|
|
|
|
|
/s/
John Rego |
|
Chief
Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
|
June 28,
2023 |
John
Rego |
|
|
|
|
|
|
|
|
|
/s/
Gunjan Bhow |
|
Director |
|
June 28,
2023 |
Gunjan Bhow
|
|
|
|
|
/s/
Jill Bright |
|
Director |
|
June 28,
2023 |
Jill
Bright |
|
|
|
|
|
|
|
|
|
/s/
Brian Cassidy |
|
Director |
|
June 28,
2023 |
Brian
Cassidy |
|
|
|
|
|
|
|
|
|
/s/
Daniel Kilpatrick |
|
Director |
|
June 28,
2023 |
Daniel Kilpatrick |
|
|
|
|
/s/
Jeffrey Marcus |
|
Director |
|
June 28,
2023 |
Jeffrey
Marcus |
|
|
|
|
|
|
|
|
|
/s/
Tom McMillin |
|
Director |
|
June 28,
2023 |
Tom
McMillin |
|
|
|
|
|
|
|
|
|
/s/
Phil Seskin |
|
Director |
|
June 28,
2023 |
Phil
Seskin |
|
|
|
|
|
|
|
|
|
/s/
Barry Volpert |
|
Director |
|
June 28,
2023 |
Barry
Volpert |
|
|
|
|
Exhibit 5.1
June 28, 2023
WideOpenWest, Inc.
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111 |
|
Re: Registration
Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to
WideOpenWest, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing
with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8
(the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of a maximum of 3,850,000 shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), to be issued pursuant to awards under the Company’s 2017 Omnibus Incentive Plan (the “Plan”).
Based upon our examination
of such documents and other matters as we deem relevant, we are of the opinion that the shares of Common Stock to be offered by the Company
under the Plan pursuant to the Registration Statement are duly authorized and, when issued and sold by the Company in accordance with
the Plan and the awards thereunder, the Registration Statement and the related prospectus, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing
of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we
are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations
promulgated thereunder by the Commission.
|
Very truly yours, |
|
|
|
/s/ Honigman LLP |
|
|
|
HONIGMAN LLP |
Honigman LLP • 2290 First National Building • 660 Woodward Avenue • Detroit, Michigan 48226 |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
WideOpenWest, Inc.
Englewood, Colorado
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 27, 2023, relating to the consolidated financial statements and the
effectiveness of WideOpenWest, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ BDO USA, LLP |
|
Atlanta, Georgia |
|
June 28,
2023 |
|
Exhibit 107
Calculation of Filing Fee Table
FORM S-8
(Form Type)
WideOpenWest, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
|
Security
Type |
Security Class Title |
Fee
Calculation
Rule |
Amount
Registered
(1) |
Proposed
Maximum
Offering price
Per Unit |
Maximum
Aggregate
Offering Price (2) |
Fee Rate |
Amount of
Registration
Fee |
|
Equity |
Common Stock, par value $0.01 per share, to be issued under the WideOpenWest, Inc. 2017 Omnibus Incentive Plan |
Other |
3,850,000 |
$7.85 |
$30,222,500 |
0.00011020 |
$3,330.52 |
Total Offering Amounts |
|
|
|
|
$30,222,500 |
|
$3,330.52 |
Total Fee Offsets |
|
|
|
|
|
|
$0.00 |
Net Fee Due |
|
|
|
|
|
|
$3,330.52 |
|
|
|
|
|
|
|
|
(1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, reclassification, recapitalization, spin-off or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s common stock, as applicable. |
(2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on June 26, 2023. |
WideOpenWest (NYSE:WOW)
過去 株価チャート
から 4 2024 まで 5 2024
WideOpenWest (NYSE:WOW)
過去 株価チャート
から 5 2023 まで 5 2024