UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2005
TELEWEST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware File No. 000-50886 59-3778247
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
160 Great Portland Street
London W1W 5QA, United Kingdom
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: +44-20-7299-5000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 20, 2005, the Compensation Committee (the "COMMITTEE") of
the Board of Directors of Telewest Global, Inc. (the "COMPANY") approved
bonus payments to the Company's executive officers, other members of senior
management and other employees with respect to the fiscal year of the
Company ended December 31, 2004.
Bonus targets for the 2004 fiscal year were based on the achievement
of certain performance metrics, set out in the bonus plan approved by the
board of the Company's predecessor, Telewest Communications plc (the
"TELEWEST COMMUNICATIONS BOARD") and determined by the Telewest
Communications Board to be indicative of the Company's overall performance.
The Committee determined, based on a review of the above metrics, that,
except where otherwise agreed, the bonuses awarded to the Company's named
executive officers should be 108% of target bonus levels, which will result
in bonus payments of 54% of each executive officer's current base salary.
In general, 80% percent of each executive officer's bonus is to be paid in
cash, and 20% of the bonus is to be paid in shares of restricted stock
issued pursuant to the Telewest Global, Inc. 2004 Stock Incentive Plan that
will vest after two years of continued employment with us.
The Committee determined to award 60% of Mr. Tveter's bonus in cash
and 40% in shares of restricted stock. The Committee determined to pay Mr.
Elson's bonus, which was based on the terms of employment agreed by Mr.
Elson and previously disclosed, entirely in cash. All of the foregoing
restricted stock awards will be evidenced by the form of restricted stock
agreement attached hereto as Exhibit 10.1.
The following chart sets forth the amount of the foregoing bonuses
paid to our executive officers:
NAME AND TITLE AMOUNT OF BONUS
Anthony (Cob) Stenham GBP 243,000
Chairman of the Board of Directors
Barry Elson USD 200,000
Acting Chief Executive Officer
Eric J. Tveter USD 270,000
President and Chief Operating Officer
Neil Smith GBP 141,750
Vice President and Chief Financial Officer
Stephen Cook GBP 205,794
Vice President, Group Strategy Director and General Counsel
ITEM 9.01 EXHIBITS
Exhibit 10.1 Form of Restricted Stock Agreement under the Telewest
Global, Inc. 2004 Stock Incentive Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. TELEWEST GLOBAL, INC.
Dated: January 26, 2005 By: /s/ Clive Burns
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Name: Clive Burns
Title: Company Secretary