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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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MARCH 22, 2006
Date of Report
MARCH 16, 2006
Date of Earliest Event Reported
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NTL INCORPORATED
(FORMERLY KNOWN AS TELEWEST GLOBAL, INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 000-50886 59-3778427
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation or No.)
organization)
909 THIRD AVENUE
SUITE 2863
NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
(212) 906-8440
(Registrant's telephone number, including area code)
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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 16, 2006, the Compensation Committee of the Board of Directors
(the "Board") of NTL Incorporated (the "Company") granted to each
non-employee director of the Company an option to purchase 187,500 shares
of Company common stock with a per share exercise price of $29.06 pursuant
to the Company's Amended and Restated NTL 2004 Stock Incentive Plan, and
the Board confirmed its approval of these grants. These options will vest
in equal installments on the first three anniversaries of the date of
grant. These options are intended to reward the non-employee directors for
the significant time and attention required of them in connection with the
integration of the businesses of the Company and NTL Holdings Inc.
(formerly known as NTL Incorporated) ("NTL Holdings") and the Company's
other business activities, to encourage them to remain on the Board and to
provide them with appropriate incentives to increase the value of the
Company to its shareholders. The terms of these option grants are
substantially identical to the 75,000-share option grants made to the
non-employee directors of NTL Holdings in April, 2003 which will become
fully vested in April 2006, except that the number of shares subject to the
options granted has been increased from 75,000 to 187,500 to reflect the
exchange ratio of 2.5 applicable to the shares of NTL Holdings common stock
in the combination of the Company and NTL Holdings.
In addition, on March 16, 2006, the Compensation Committee of the Board
granted 50,000 shares of restricted Company common stock to Neil Berkett,
the Company's Chief Operating Officer. The restrictions on these shares of
Company common stock will be subject to a three-year vesting period.
ITEM 8.01 OTHER EVENTS
On March 16, 2006, Jeffrey D. Benjamin, the Chair of the Compensation
Committee of the Board, resigned from the Compensation Committee and was
appointed to the Audit Committee of the Board. The Board appointed Edwin M.
Banks Chair of the Compensation Committee and appointed George R. Zoffinger
to the Compensation Committee to replace Mr. Benjamin.
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 hereunto duly authorized.
Dated: March 22, 2006
NTL INCORPORATED
By: /s/ Robert Gale
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Name: Robert Gale
Title: Vice President - Controller