- Post-Effective Amendment to Registration Statement (POS AM)
February 17 2011 - 5:07PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on February 17, 2011
Registration Nos. 333-55138
333-55138-01
333-55138-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST- EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDIACOM COMMUNICATIONS CORPORATION
MEDIACOM LLC
MEDIACOM CAPITAL CORPORATION
(Exact names of registrants as specified in their charters)
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Delaware
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06-1566067
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New York
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06-1433421
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New York
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06-1513997
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or orginization)
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Identification Numbers)
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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)
Copy to:
Denise M. Tormey
Joseph H. Schmitt
SNR Denton US LLP
1221 Avenue of the Americas
New York, New York 10020
Telephone: (212) 768-6700
Fax: (212) 768-6800
Approximate date of commencement of proposed sale to the public:
Not Applicable
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box:
o
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:
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act of 1933, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act
of 1933, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act of 1933, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrants are large accelerated filers, accelerated filers,
non-accelerated filers, or smaller reporting companies. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act of
1934:
Mediacom Communications Corporation
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Mediacom LLC
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Mediacom Capital Corporation
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
Deregistration of Securities
This Post-Effective Amendment No. 1 relates to a shelf Registration Statement on Form S-3
(File Nos. 333-55138, 333-55138-01 and 333-55138-02) (the Registration Statement), which was
originally filed by Mediacom Communications Corporation, Mediacom LLC and Mediacom Capital
Corporation (collectively, the Registrants) on February 7, 2001 and which was declared effective
by the Securities and Exchange Commission on February 13, 2001.
The Registration Statement registered an indeterminate number of securities up to a proposed
maximum aggregate offering price of $1,000,000,000, of which:
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29,900,000 shares of Class A common stock with an aggregate offering price of
$455,078,000 (including 3,900,000 shares of Class A common stock with an aggregate offering
price of $59,358,000 to cover over-allotments) of such indeterminate number of securities
relate to a firm-commitment offering, dated June 22, 2001 (the Common Stock Offering);
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5.25% Convertible Senior Notes due 2006 with an aggregate offering price of $172,500,000
(including 5.25% Convertible Senior Notes due 2006 with an aggregate offering price of
$22,500,000 to cover over-allotments) of such indeterminate number of securities relate to
a firm-commitment offering, dated June 22, 2001 (the Senior Note Offering); and
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an indeterminate number of securities with an aggregate offering price of $372,422,000
is deemed deregistered as the filing fee relating to such securities was used pursuant to
Rule 457(p) to partially offset the filing fee of a registration statement filed by
Mediacom Communications Corporation, Mediacom LLC, Mediacom Capital Corporation, Mediacom
Broadband LLC and Mediacom Broadband Corporation on February 4, 2002 (File No. 333-82124).
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The underwriters did not exercise the over-allotment option for either the Common Stock
Offering or the Senior Note Offering. The Registrants hereby remove from registration, by means of
this Post-Effective Amendment No. 1, an indeterminate number of securities with an aggregate
offering price of $81,858,000, which remained unsold at the termination of the offerings.
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 this Post-Effective
Amendment No. 1 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 17, 2011.
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MEDIACOM COMMUNICATIONS CORPORATION
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By:
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/s/ Rocco B. Commisso
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Rocco B. Commisso
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Agent for Service for the Registration Statement
Chairman and Chief Executive Officer of the Registrant
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Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration
Statement in reliance upon Rule 478 under the Securities Act of 1933.
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 this Post-Effective
Amendment No. 1 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 17, 2011.
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MEDIACOM LLC
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By:
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/s/ Rocco B. Commisso
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Rocco B. Commisso
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Agent for Service for the Registration Statement
Chairman and Chief Executive Officer of the Registrant
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Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration
Statement in reliance upon Rule 478 under the Securities Act of 1933.
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 this Post-Effective
Amendment No. 1 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 17, 2011.
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MEDIACOM CAPITAL CORPORATION
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By:
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/s/ Rocco B. Commisso
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Rocco B. Commisso
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Agent for Service for the Registration Statement
Chairman and Chief Executive Officer of the Registrant
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Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration
Statement in reliance upon Rule 478 under the Securities Act of 1933.
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