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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DECEMBER 21, 2005
Date of Report
DECEMBER 19, 2005
Date of Earliest Event Reported
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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:
|X| 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 December 19, 2005, the Company agreed to amend the terms of outstanding
nonqualified stock options held by each of Anthony (Cob) W.P. Stenham, its
Chairman; Eric J. Tveter, its President and Chief Operating Officer;
Stephen S. Cook, its Vice President, Group Strategy Director and General
Counsel; and Neil R. Smith, its Vice President and Chief Financial Officer.
Each of these individuals holds options to purchase shares of common stock
of the Company with an exercise price of $0.01 per share. The amendment
provides that, as to any portion of the options that vests in 2005, the
holder will exercise that portion of the option on or before March 15,
2006. The amendment to these options provides further that, as to any
portion of the options that vests in 2006 or in a later calendar year, the
holder will exercise that portion of the option on the day of vesting. In
order to facilitate these exercises, the Company will, at the holder's
request, deduct from the number of shares to be issued upon any such
exercise a number of shares of common stock with a fair market value equal
to the taxes required to be withheld by reason of the exercise. The purpose
of these amendments is to cause the options so amended to comply with
Section 409A of the U.S. Internal Revenue Code of 1986, as amended. The
terms and conditions of the amendment of the applicable options are
evidenced by the form of Amendment to Nonqualified Stock Option Agreement
attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
ITEM 9.01. EXHIBITS
EXHIBIT DESCRIPTION
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10.1 Form of Amendment to Nonqualified Stock Option Agreement,
dated as of December 19, 2005
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: December 20, 2005
TELEWEST GLOBAL, INC.
By: /s/Clive Burns
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Name: Clive Burns
Title: Company Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Form of Amendment to Nonqualified Stock Option Agreement,
dated as of December 19, 2005