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.)
909 Third Avenue, Suite 2863
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") and the Form 8-A/A filed by NTL Incorporated, dated September 26,
2003.
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, the full terms of the Amendment to
Rights Agreement which was filed as an Exhibit to the Form 8-A/A dated
September 26, 2003 and the full terms of the Rights Agreement which was filed
as an Exhibit to the Form 8-A all 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:
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 7(b) of the Rights Agreement has been amended to substitute
the following in place of the existing Section 7(b):
"The Purchase Price for each one one-thousandth of a share of
Preferred Stock pursuant to the exercise of a right shall initially be
$300, shall be subject to adjustment from time to time as provided in
Section 11 and Section 13(a) hereof and shall be payable in lawful
money of the United States of America in accordance with paragraph (c)
below."
2. The following language included as footnote (1) to Section 7(b) has
been deleted:
"(1) An amount equal to the product of (x) a multiple determined by
the Board of Directors of the Company and (y) (1) the Current Market
Price of the Common Stock post-consummation as determined pursuant to
Section 11(d)(i) of the Agreement (assuming the calculation is being
made for purposes of Section 11(a)(iii) of the Agreement) or (y)(2) a
value per share of Common Stock as determined in the good faith
judgment of the Board of Directors of the Company."
3. Paragraph 1 of the Form of Rights Certificate attached as Exhibit B to
the Rights Agreement has been amended to substitute the language "$[ ]
(3)" in the first sentence with the following:
"$300"
4. The following language included as footnote (3) to Paragraph 1 of the
Form of Rights Certificate attached as Exhibit B to the Rights
Agreement has been deleted:
"(1) An amount equal to the product of (x) a multiple determined by
the Board of Directors of the Company and (y) (1) the Current Market
Price of the Common Stock post-consummation as determined pursuant to
Section 11(d)(i) of the Agreement (assuming the calculation is being
made for purposes of Section 11(a)(iii) of the Agreement) or (y)(2) a
value per share of Common Stock as determined in the good faith
judgment of the Board of Directors of the Company."
5. Paragraph 1 of the Summary of Rights to Purchase Preferred Stock
attached as Exhibit C to the Rights Agreement has been amended to
substitute the language "$[ ] (1)" in the second sentence with the
following:
"$300"
6. The following language included as footnote (1) to Paragraph 1 of the
Summary of Rights to Purchase Preferred Stock attached as Exhibit C to
the Rights Agreement has been deleted:
"(1) An amount equal to the product of (x) a multiple determined by
the Board of Directors of the Company and (y) (1) the Current Market
Price of the Common Stock post-consummation as determined pursuant to
Section 11(d)(i) of the Agreement (assuming the calculation is being
made for purposes of Section 11(a)(iii) of the Agreement) or (y)(2) a
value per share of Common Stock as determined in the good faith
judgment of the Board of Directors of the Company."
7. All references in the Rights Agreement (including the exhibits
thereto) have been amended to refer to the Rights Agreement as
amended.
Item 2. Exhibits.
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1. Amendment to Rights Agreement, dated as of March 16, 2004 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: March 16, 2004
EXHIBIT INDEX
Exhibit Description
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1. Amendment to Rights Agreement, dated as of March 16,
2004 by and between NTL Incorporated and Continental
Stock Transfer & Trust Company, as Rights Agent.