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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FEBRUARY 7, 2006
Date of Report
FEBRUARY 1, 2006
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 (I.R.S. Employer
jurisdiction of Number) 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
Telewest Communications Group Limited ("TCG"), a subsidiary of Telewest
Global, Inc. ("Telewest"), has entered into an employment agreement, dated
as of January 31, 2006, with Malcolm Wall (the "Employment Agreement"),
pursuant to which Mr. Wall has agreed to serve as Chief Executive Officer
of Telewest's Content Division. The information set forth in Item 5.02 of
this Current Report on Form 8-K is incorporated into this Item by
reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On February 1, 2006, Telewest announced the appointment of Malcolm Wall as
Chief Executive Officer of its Content Division. The terms and conditions
of Mr. Wall's employment are evidenced by the Employment Agreement, dated
as of January 31, 2006, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Pursuant to the Employment Agreement, TCG has agreed to provide Mr. Wall
with the following compensation:
o A base salary of GBP 350,000 per year.
o An annual bonus opportunity of from 0% to 150% of base salary, to
be paid in the discretion of TCG based upon performance; if the
objectives are fully achieved, the bonus would be 75% of base
salary.
o Following the combination of Telewest and NTL Incorporated, Mr.
Wall will be granted an option to purchase 150,000 shares of
common stock of the new public company (subject to the approval
of the new public company's compensation committee). This option
will be immediately vested as to 30,000 shares and will vest as
to the remaining 120,000 shares in five equal increments on
January 1 of 2007, 2008, 2009, 2010 and 2011. (In the event that
the merger does not occur before May 31, 2006, this award will be
granted as an option on Telewest common stock.)
o Mr. Wall will also be granted 50,000 shares of restricted common
stock of the new public company. These shares of restricted stock
will vest in three equal increments on January 1, 2007, 2008 and
2009, based on the satisfaction of performance goals, which have
not yet been determined.
o Mr. Wall will also be entitled to a long-term incentive award
from the new public company. This award will consist of options
equal to 50% of Mr. Wall's base salary and restricted stock equal
to 50% of Mr. Wall's base salary. The options will vest in five
equal annual increments on January 1 of 2007, 2008, 2009, 2010
and 2011. The shares of restricted stock will vest on January 1,
2009, based on the satisfaction of performance goals, which have
not yet been determined.
There is no set term to Mr. Wall's employment pursuant to the Employment
Agreement. However, Mr. Wall's employment may be terminated either by TCG
or by Mr. Wall upon twelve months' notice to the other party. In the event
of the termination of Mr. Wall's employment by TCG other than for gross
misconduct and without the requisite notice, Mr. Wall will be entitled to
the continuation of his base salary and contractual benefits for twelve
months and to a pro rated bonus for the year of termination (based on
actual performance, and paid when bonuses are paid to continuing
employees). In addition, in the event that Mr. Wall's employment is
terminated by TCG other than for gross misconduct and without the requisite
notice, TCG will recommend to the compensation committee of the new public
company that Mr. Wall be vested in that portion of his options and
restricted stock that would have become vested during the notice period.
Mr. Wall is subject to customary non-competition and non-solicitation
covenants during his employment and for twelve months following termination
of his employment, as well as to customary confidentiality covenants.
Prior to the appointment of Mr. Wall as the Chief Executive Officer of
Telewest's Content Division, Mr. Wall served as the Chief Operating Officer
of United Business Media plc. Prior to this, he was Chief Executive Officer
of United Broadcasting and Entertainment Ltd. There are no familial
relationships between Mr. Wall and any other director or executive officer
of Telewest or any of its affiliates. Other than the Employment Agreement,
since the beginning of Telewest's last fiscal year, there have been no
transactions between Mr. Wall or any member of his immediate family and
Telewest or any of its affiliates in which the amount involved exceeded
$60,000. None of Mr. Wall's former employers is an affiliate of Telewest.
Mr. Wall is 49 years old.
ITEM 9.01. EXHIBITS
EXHIBIT DESCRIPTION
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10.1 Employment Agreement, dated January 31, 2006,
between Telewest Communications Group Limited
and Malcolm Wall
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: February 7, 2006
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 Employment Agreement, dated January 31, 2006,
between Telewest Communications Group Limited
and Malcolm Wall