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As filed with the Securities and Exchange Commission on March 13, 2002
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UnitedGlobalCom, Inc.
(f/k/a New UnitedGlobalCom, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
Delaware 84-1602895
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4643 South Ulster Street, Suite 1300 80237
Denver, Colorado (Zip Code)
Telephone: (303) 770-4001
(Address of Principal Executive Offices)
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UNITEDGLOBALCOM, INC.
1993 Stock Option Plan
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Frederick G. Westerman With Copies to:
Chief Financial Officer
4643 South Ulster Street, Suite 1300 Garth B. Jensen, Esq.
Denver, Colorado 80237 Holme Roberts & Owen LLP
Telephone: (303) 770-4001 1700 Lincoln, Suite 4100
(Name, Address, and Telephone Number, Denver, Colorado 80202
Including Area Code, of Agent for Service) Telephone: (303) 866-0477
CALCULATION OF REGISTRATION FEE
Exhibit 5.1
March 12, 2002
UnitedGlobalCom, Inc.
4643 South Ulster Street
Denver, Colorado 80237
Dear Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") on or about March 13, 2002
(the "Registration Statement") by UnitedGlobalCom, Inc., a Delaware corporation
(the "Company"), for the purpose of registering under the Securities Act of
1933, as amended (the "Act"), 35,255,370 shares of its Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock").
As counsel for the Company, we have examined such documents and reviewed such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion. Based on the foregoing, we are of the opinion that the shares
of Class A Common Stock, when sold and delivered by the Company pursuant to the
1993 Stock Option Plan described in the Registration Statement, will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement.
We do not express an opinion on any matters other than those expressly set forth
in this letter.
Sincerely,
HOLME ROBERTS & OWEN LLP
By: /s/ Garth B. Jensen
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Garth B. Jensen, Partner
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
December 7, 2001, on the balance sheet dated as of September 30, 2001 of
UnitedGlobalCom, Inc. (f/k/a New UnitedGlobalCom, Inc.), which report appears in
the Prospectus filed pursuant to Rule 424(b) on January 3, 2002, and deemed a
part of the Registration Statement on Form S-4 (Registration No. 333-55228)
filed by UnitedGlobalCom, Inc. (f/k/a New UnitedGlobalCom, Inc.).
Arthur Andersen LLP
Denver, Colorado
March 11, 2002
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael T. Fries, Frederick G. Westerman and
Valerie L. Cover, and each of them, his or her attorneys-in-fact, with full
power of substitution, for him or her in any and all capacities, to sign each of
the following registration statements to be filed with the Securities and
Exchange Commission (the "Commission") on Form S-8 in connection with: (a) the
registration by UnitedGlobalCom, Inc., a Delaware corporation (the "Company"),
of 35,255,370 shares of Class A Common Stock all issuable under the Company's
1993 Stock Option Plan, amended and restated January 30, 2002; (b) the
registration by the Company of 651,667 shares of Class A Common Stock all
issuable under the Company's Stock Option Plan for Non-Employee Directors
(effective June 1, 1993), amended and restated December 7, 2001; and (c) the
registration by the Company of 2,967,500 shares of Class A Common Stock all
issuable under the Company's Stock Option Plan for Non-Employee Directors
(effective March 20, 1998), amended and restated January 30, 2002; and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission; and to sign all documents in connection with the qualification and
issuance of such shares with Blue Sky authorities; granting unto said
attorneys-in-fact full power and authority to perform any other act on behalf of
the undersigned required to be done in the premises, hereby ratifying and
confirming all that said attorneys-in-fact may lawfully do or cause to be done
by virtue hereof.
Date: March 7, 2002 /s/ Gene W. Schneider
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Gene W. Schneider
Date: March 12, 2002 /s/ Frederick G. Westerman
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Frederick G. Westerman III
Date: March 12, 2002 /s/ Valerie L. Cover
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Valerie L. Cover
Date: March __, 2002
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Robert R. Bennett
Date: March 8, 2002 /s/ Albert M. Carollo
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Albert M. Carollo
Date: March 7, 2002 /s/ John P. Cole, Jr.
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John P. Cole, Jr.
Date: March 8, 2002 /s/ Michael T. Fries
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Michael T. Fries
Date: March 11, 2002 /s/ Gary S. Howard
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Gary S. Howard
Date: March __, 2002
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John C. Malone
Date: March 8, 2002 /s/ John F. Riordan
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John F. Riordan
Date: March __, 2002
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Curtis W. Rochelle
Date: March 7, 2002 /s/ Mark L. Schneider
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Mark L. Schneider
Date: March 7, 2002 /s/ Tina M. Wildes
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Tina M. Wildes