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): February 3, 2005
TELEWEST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware File No. 000-50886 59-3778247
(State of (Commission File Number) (IRS Employer
incorporation) 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
1. ADOPTION OF FISCAL YEAR 2005 BONUS PLAN AND ESTABLISHMENT OF
PERFORMANCE CRITERIA
On February 3, 2005, the Compensation Committee (the "Committee") of
the Board of Directors of Telewest Global, Inc. (the "Company") adopted a
company-wide bonus plan for fiscal year 2005 (the "2005 Plan"). The 2005
Plan establishes performance criteria and target bonus amounts for all plan
participants (including the Company's executive officers) with respect to
their fiscal year 2005 bonuses. The performance criteria for the Company's
executive officers consist of simple cash flow (on which 50% of the bonus
will be based), net subscriber additions (on which 25% of the bonus will be
based) and EBITDA (on which 25% of the bonus will be based). For this
purpose, "simple cash flow" is defined as EBITDA less capital expenditures
during the relevant measurement period. The performance criteria for other
participants in the 2005 Plan consist of these and other performance goals
that the Committee determined were appropriate to the Company's different
business units.
Under the 2005 Plan, the target bonus amount for each of the Company's
executive officers is 50% of base salary. An executive officer will earn
100% of the applicable target bonus amount if the Company's performance
meets the performance criteria and up to a maximum of 200% of the
applicable target bonus amount at higher levels of Company performance. The
Committee has also established thresholds below which no bonuses will be
payable. The performance criteria provide that the expense associated with
bonuses payable is taken into account in determining whether the simple
cash flow and EBITDA performance goals have been met.
2. ESTABLISHMENT OF LONG-TERM INCENTIVE PLAN
On February 3, 2005, the Committee adopted a Long-Term Incentive Plan
("LTIP"), in which the Company's executive officers (among others) were
chosen to participate. The performance period under the LTIP began on
January 1, 2005 and will end on December 31, 2007. Payments under the LTIP
are to be made on March 31, 2008, and, unless the Committee determines
otherwise, a participant must remain employed through that date to receive
any payment under the LTIP.
The performance metric applicable under the LTIP is an increase in the
Company's simple cash flow in the 2007 fiscal year over simple cash flow in
the 2004 fiscal year (with simple cash flow measured on the same basis as
for the 2005 bonus targets). The Committee has established a threshold
below which no payments will be made under the LTIP. However, if
performance exceeds this threshold, a bonus pool will be established equal
to a percentage of the amount of increased cash flow. Participants in the
LTIP who remain employed through March 31, 2008 will be entitled to an
equal portion of the bonus pool; individuals who participate in the LTIP
for less than the full performance period will be entitled to a pro rata
share of the bonus pool based on the period of participation. In the event
of a change in control of the Company, the LTIP will terminate and the
Committee will have the absolute discretion to establish a pro rata bonus
pool or no bonus pool under the LTIP. The Committee has the discretion to
determine whether payments under the LTIP will be made in cash or in shares
of the Company's common stock.
The Committee has directed the Company to prepare a formal plan
document evidencing the LTIP and to submit the plan document to the
Committee for its approval.
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: February 9, 2005 By: /s/ Clive Burns
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Name: Clive Burns
Title: Company Secretary