WOW WideOpenWest Inc

As filed with the Securities and Exchange Commission on November 4, 2024

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)

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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)

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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)

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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):

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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. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by WideOpenWest, Inc., a Delaware corporation (the “Registrant”), relating to 2,500,000 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), 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), and additional 3,850,000 shares of Common Stock issuable under the Plan that were registered on the Registrant’s Form S-8 filed on June 29, 2023 (File No. 333-273008) (together, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, 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 Statements 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

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on 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 November 4, 2024.

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.

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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:

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Exhibit 5.1

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November 4, 2024

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Re:Registration Statement on Form S-8

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Ladies and Gentlemen:

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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 2,500,000  shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be issued by the Company pursuant to awards under the Company’s 2017 Omnibus Incentive Plan, as amended from time to time (the “Plan”).

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (the “DGCL”) and the federal law of the United States. We are not admitted to practice in the State of Delaware and, with respect to the opinion set forth herein, insofar as it relates to any Delaware law, we have limited our review to standard compilations available to us of the DGCL, which we have assumed to be accurate and complete, and we have not reviewed case law.

In rendering this opinion, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plan. The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock, including the Shares, for issuance under the Plan and will keep such reserve available at all times to enable the Company to issue and deliver the Shares upon the settlement of awards under the Plan.

Based upon, subject to and limited by the foregoing and based upon our examination of such documents and other matters as we deem relevant, we are of the opinion that the Shares 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 and, when fully paid for by the recipients of the awards under the Plan, will be validly issued, fully paid and non-assessable.

This opinion letter speaks only as of its date. We do not undertake any obligation to advise you or any other party of changes of law or fact that occur after the date of this opinion letter - even though the change may affect the legal analysis or legal conclusion in this opinion letter.

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.

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Very truly yours,

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/s/ Honigman LLP

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HONIGMAN LLP

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JVK/EAAL/JPK

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Exhibit 23.1

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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 March 13, 2024 (except as to the effect of the material weakness, which is dated September 4, 2024), relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of WideOpenWest, Inc. appearing in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

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Exhibit 107

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Calculation of Filing Fee Table

FORM S-8

(Form Type)

WideOpenWest, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Newly Registered Securities

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