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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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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 No.)
incorporation or
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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Explanatory Note: This Form 8-K hereby amends and restates and supersedes
in its entirety the Form 8-K filed by NTL Incorporated (the "Company") on
March 22, 2006.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 16, 2006, the Compensation Committee of the Board of Directors
(the "Board") of 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 NTL Incorporated 2004
Stock Incentive Plan (formerly the Telewest Global, Inc. 2004 Stock
Incentive Plan) (the "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 125,000 shares of restricted Company common stock pursuant to the
Plan to Neil Berkett, the Company's Chief Operating Officer. The
restrictions on these shares of Company common stock will lapse (subject to
continued employment) in three equal installments on March 16, 2007, 2008
and 2009.
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: April 20, 2006
NTL INCORPORATED
By: /s/ Bryan H. Hall
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Name: Bryan H. Hall
Title: Secretary and General Counsel