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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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JUNE 2, 2006
Date of Report
MARCH 3, 2006
Date of Earliest Event Reported
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NTL INCORPORATED
(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
June 5, 2006.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 3, 2006, the Compensation Committee of the Board of Directors of
the Company granted an option to purchase 375,000 shares of Company common
stock at an exercise price of $27.26 per share to Malcolm Wall, the
Company's Chief Executive Officer, Content Division. This option vested as
to 75,000 shares on March 3, 2006 and will vest as to 60,000 shares on each
of March 3, 2007, March 3, 2008, March 3, 2009, March 3, 2010 and March 3,
2011.
In addition, on May 26, 2006, Mr. Wall received a grant of 125,000 shares
of restricted Company common stock, and Neil R. Smith, the Company's Deputy
Chief Financial Officer, received a grant of 37,500 shares of restricted
Company common stock. The restrictions on Mr. Wall's shares of Company
common stock will lapse in three equal installments subject to continued
employment and satisfaction of performance goals with respect to the
Company's 2006, 2007 and 2008 fiscal years. The restrictions on Mr. Smith's
shares of Company common stock will lapse as to 25,000 shares on April 15,
2008 and as to 12,500 shares on April 15, 2009 subject to continued
employment and satisfaction of performance goals.
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: June 30, 2006
NTL INCORPORATED
By: /s/ Bryan H. Hall
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Name: Bryan H. Hall
Title: Secretary