WOW WideOpenWest Inc

 

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:

 

a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 27, 2023 (including information specifically incorporated by reference therein from the Registrant’s Proxy Statement filed with the Commission on March 23, 2023);

 

b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on May 4, 2023;

 

c)

The Registrant’s Current Reports on Form 8-K filed with the Commission on February 23, 2023 and May 17, 2023; and

 

d)

The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-38101) filed with the Commission on May 22, 2017, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such descriptions, including Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

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.

 

 

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