SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDING FORM 8-A DATED JANUARY 10, 2003
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NTL Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 52-1822078
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
110 East 59th Street
New York, New York 10022
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 000-22616 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Stockholder Rights accompanying each share of Common Stock
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(Title of Class)
This Form 8-A/A amends and supplements the Form 8-A filed by NTL
Incorporated, a Delaware corporation, dated January 10, 2003 (the "Form
8-A").
Item 1. Description of Securities to be Registered.
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The description which follows is subject to and qualified in its
entirety by reference to the full terms of the Amendment to Rights
Agreement which is filed as an Exhibit to this Form 8-A/A and the full
terms of the Rights Agreement which was filed as an Exhibit to the Form 8-A
both of which are incorporated by reference in this Item.
In this registration statement on Form 8-A/A, "we", "us" and "our"
refer to NTL Incorporated.
Item 1 of the Form 8-A is hereby amended by adding the following
paragraph at the end of such item:
On September 26, 2003, we filed a registration statement on Form S-1
(the "Registration Statement") relating to a transaction pursuant to which
we will distribute to holders of our common stock of record on a date on or
around the date the Registration Statement is declared effective by the
Securities and Exchange Commission rights to purchase shares of our common
stock on the terms to be described in the prospectus included in the
Registration Statement at the time such Registration Statement is declared
effective (taking into account any amendments or supplements thereto). Our
Board of Directors adopted an amendment to the Rights Agreement dated
January 10, 2003 between us and Continental Stock Transfer & Trust Company.
As a result of the amendment to the Rights Agreement:
1. Section 1 of the Rights Agreement has been amended by adding
definitions in the appropriate locations for "Exempt Rights Offering
Participants", "Rights Offering", "Rights Offering Registration Statement"
and "Rights Offering Underwriters".
2. Section 1(a)(x)(vii) of the Rights Agreement has been amended
to revise the definition of "Acquiring Person" to exclude the acquisition
of Common Stock directly from us pursuant to the Rights Offering from the
exception to the definition of "Acquiring Person" (for acquisitions of
Common Stock directly from us set forth in that section) and to provide
that such exclusion will not apply to Exempt Rights Offering Participants
or Rights Offering Underwriters.
3. Section 1(b) of the Rights Agreement has been amended to
provide that, for the avoidance of doubt, clause (z) shall not apply an
Exempt Rights Offering Participant or Rights Offering Underwriters as a
result of its acquisition of shares of Common Stock directly from us
pursuant to the Rights Offering.
4. All references in the Rights Agreement (including the exhibits
thereto) have been amended to refer to the Rights Agreement as amended.
5. The Amendment to Rights Agreement did not take effect, by its
terms, until the Registration Statement was filed with the Securities and
Exchange Commission.
Item 2. Exhibits.
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1. Amendment to Rights Agreement, dated as of September 26, 2003
by and between NTL Incorporated and Continental Stock Transfer & Trust
Company, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
NTL Incorporated
By: /s/ Scott E. Schubert
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Name: Scott E. Schubert
Title: Chief Financial Officer
Dated: September 26, 2003
EXHIBIT INDEX
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Exhibit Description
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1. Amendment to Rights Agreement, dated as of September 26,
2003 by and between NTL Incorporated and Continental Stock
Transfer & Trust Company, as Rights Agent.