===============================================================================
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
-----------------------------------
OCTOBER 6, 2005
Date of Report
OCTOBER 1, 2005
Date of Earliest Event Reported
-----------------------------------
TELEWEST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-50886 59-3778247
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
160 GREAT PORTLAND STREET
LONDON W1W 5QA, UNITED KINGDOM
(Address of principal executive offices)
+44-20-7299-5000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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. Amendment of the Terms of Outstanding Stock Options and Restricted Stock
On October 1, 2005, the Compensation Committee (the "Committee") of
the Board of Directors of Telewest Global, Inc. (the "Company") approved
amendments to the outstanding stock options and restricted stock held by
its named executive officers (consisting of Anthony (Cob) Stenham, the
Company's Chairman; Barry R. Elson, the Company's Acting Chief Executive
Officer; Stephen S. Cook, the Company's Vice President, Group Strategy
Director and General Counsel; Neil R. Smith, the Company's Vice President
and Chief Financial Officer; and Eric J. Tveter, the Company's President
and Chief Operating Officer) and certain of its other employees (referred
to herein collectively as the "covered individuals").
Pursuant to the amendments, the terms of outstanding stock options
held by the covered individuals have been amended as follows:
o Following an "Acceleration Event" (as defined in the
Company's 2004 Stock Incentive Plan), stock options held
by the covered individuals will no longer be subject to
performance vesting but will instead become vested
without regard to applicable performance criteria on the
scheduled vesting dates established at the time of the
grant of the options.
o The vesting of stock options held by a covered individual
will be accelerated if, following an Acceleration Event
(or prior to but in connection with an Acceleration
Event), the covered individual's employment is terminated
by the Company without cause or by the covered individual
in a constructive termination.
o The vesting of stock options held by a covered individual
will also be accelerated, whether before or following an
Acceleration Event, if the covered individual's
employment is terminated by reason of his or her death or
permanent disability.
o A stock option agreement to which the Company and Eric J.
Tveter, its President and Chief Operating Officer, are
parties, has been amended to remove, effective upon and
following an Acceleration Event, an escrow provision
which required that shares acquired upon the exercise of
options be held in escrow until the earlier of the
one-year anniversary of the final vesting date and Mr.
Tveter's termination of employment.
In addition, pursuant to the amendments, the terms of restricted
stock held by the covered individuals have been amended to provide that the
restrictions on the restricted stock will lapse if, following an
Acceleration Event (or prior to but in connection with an Acceleration
Event), the holder's employment is terminated by the holder in a
constructive termination.
For purposes of the foregoing amendments described herein, the
constructive termination of a covered individual would generally include
termination initiated by the covered individual upon the occurrence of
any of the following:
o a reduction in the covered individual's compensation and
employee benefits such that they are no longer
substantially similar to those provided immediately prior
to the Acceleration Event, but excluding equity
compensation;
o the assignment of substantial duties to the covered
individual that (1) are outside of the covered
individual's recent professional responsibilities, (2)
do not offer the covered individual any opportunity for
contribution to advancing the business objectives of the
Company or (3) are intended to cause the covered
individual to resign his or her employment;
o a requirement that the covered individual relocate his or
her employment by more than 150 miles from the office where
he or she is located immediately prior to the Acceleration
Event or travel on the Company's business on a
substantially greater basis than immediately prior to the
Acceleration Event; or
o the failure of a successor to the Company to assume the
stock option or restricted stock agreement, as amended.
However, neither a change in reporting responsibilities nor a change
in responsibilities relating to the management and operation of a public
company will constitute a constructive termination.
The preceding summary does not purport to be complete and is qualified
in its entirety by reference to the text of the applicable amendments,
copies of which are attached hereto as Exhibits 10.1 through 10.4 and
incorporated herein by reference.
2. Amendment to the Company's Long-Term Incentive Plan
On October 1, 2005, the Committee amended the Company's Long-Term
Incentive Plan (the "LTIP") to provide the following:
o Upon the occurrence of an Acceleration Event,
participants in the LTIP will be entitled to a minimum
payment under the LTIP based upon the extent to which the
goals established under the LTIP have been satisfied
(using assumptions and approximations as the Committee
may select) as of the Acceleration Event.
o The Committee will also be permitted to determine how the
LTIP will be administered in connection with the
Acceleration Event. These determinations could include,
without limitation, (1) adjusting the performance goals
under the LTIP, (2) continuing the LTIP following the
Acceleration Event, (3) limiting the number of
participants in the LTIP following the Acceleration Event
and (4) providing for continued participation in the LTIP
by a participant notwithstanding his or her termination
of employment.
o The amendment or termination of the LTIP during the
pendency of a transaction that, if consummated, would
constitute an Acceleration Event will be null and void if
it would adversely affect the rights of any participant
in the Plan.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the text of the amended and
restated LTIP, a copy of which is attached hereto as Exhibit 10.5 and
incorporated herein by reference.
ITEM 9.01. EXHIBITS
EXHIBIT DESCRIPTION
- --------------- ------------------------------------------------------------
10.1 General Form of Amendment to Nonqualified Stock Option
Agreement
10.2 Form of Amendment Applicable to Options Held by Barry Elson
10.3 Form of Amendment Applicable to Options Held by Eric J.
Tveter with a Per Share Exercise Price of $0.01
10.4 General Form of Amendment to Restricted Stock Agreement
10.5 Telewest Global, Inc. Amended and Restated Long-Term
Incentive Plan
- -------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: October 6, 2005
TELEWEST GLOBAL, INC.
By: /s/ Clive Burns
------------------------------
Name: Clive Burns
Title: Company Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- --------------- -----------------------------------------------------------
10.1 General Form of Amendment to Nonqualified Stock Option
Agreement
10.2 Form of Amendment Applicable to Options Held by Barry Elson
10.3 Form of Amendment Applicable to Options Held by Eric J.
Tveter with a Per Share Exercise Price of $0.01
10.4 General Form of Amendment to Restricted Stock Agreement
10.5 Telewest Global, Inc. Amended and Restated Long-Term
Incentive Plan