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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JULY 12, 2006
Date of Report
JULY 6, 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
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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 6, 2006, NTL Incorporated (the "Company") granted stock options and
restricted stock units to its executive officers and other key employees of
the Company and its subsidiaries. The grants comprise the Company's
long-term incentive program in respect of its 2006 through 2008 fiscal
years. The Company intends that these awards, which were granted pursuant
to its 2006 Stock Incentive Plan (the "Plan"), will motivate and retain its
executive officers and other key employees of the Company and its
subsidiaries and will provide them with the financial incentive to engage
in high levels of performance and thereby increase the value of the Company
to its shareholders.
The aggregate value of the stock options granted to each award recipient is
equal to fifty percent of his or her current annual base salary. The value
of the options was determined using the Black-Scholes method, and the
per-share exercise price is equal to the fair market value per share of the
Company's common stock on the date of grant, in accordance with the Plan.
The options have a ten-year term and will vest, subject to continued
employment, in twenty percent increments on each of January 1, 2007, 2008,
2009, 2010 and 2011, subject to accelerated vesting in the event of a
change in control of the Company.
Each restricted stock unit represents a contractual right to receive, upon
vesting, one share of common stock of the Company or cash equal to the
value of one share of common stock on the vesting date. The restricted
stock units will vest if (1) the Company meets certain performance goals
based on its long-term model in respect of the period from January 1, 2006
through December 31, 2008 and (2) the award recipient remains continuously
employed by the Company or any of its subsidiaries through the payment
date, which will be not later than April 30, 2009. Each restricted stock
unit agreement establishes a minimum level of performance below which no
restricted stock units will vest, an intermediate level of performance at
which half of the restricted stock units (with a value of 50% of base
salary (based on the value of the restricted stock units on the grant
date)) will vest, and a maximum level of performance at which all of the
restricted stock units (with a value of 100% of base salary (based on the
value of the restricted stock units on the grant date)) will vest. Between
these thresholds, vesting will be extrapolated on a linear basis. If the
award recipient's employment terminates prior to the payment date, the
restricted stock units will be forfeited. The vesting of the restricted
stock units will not accelerate in the event of a change in control of the
Company.
Options to purchase an aggregate of 1,618,245 shares of common stock and an
aggregate of 988,114 restricted stock units were awarded to approximately
90 award recipients. Awards may be made in the future to employees who are
not executive officers of the Company, but these awards are not expected to
be material (individually or in the aggregate).
The following chart lists the number of stock options and restricted stock
units granted to executive officers of the Company.
Number of
Number of Stock Restricted Stock
Name of Executive Options Units
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Neil A. Berkett 51,605 31,510
Chief Operating Officer
Robert C. Gale 21,055 12,856
Vice President--Controller
Bryan H. Hall 36,425 22,242
Secretary and General Counsel
Jacques D. Kerrest 40,070 24,466
Chief Financial Officer
Neil R. Smith 39,205 23,938
Deputy Chief Financial Officer
Malcolm Wall 42,495 25,948
Chief Executive Officer of the
Content Division
The foregoing summary is qualified in its entirety by the text of the
applicable grant agreements, copies of which are attached as exhibits to
this report.
ITEM 9.01. EXHIBITS
EXHIBIT DESCRIPTION
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10.1 Forms of Incentive Stock Option Notice
10.2 Form of Non-qualified Stock Option Notice
10.3 Form of Restricted Stock Unit Agreement
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: July 12, 2006
NTL INCORPORATED
By: /s/ Bryan H. Hall
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Name: Bryan H. Hall
Title: Secretary
EXHIBIT INDEX
Exhibit Description
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10.1 Forms of Incentive Stock Option Notice
10.2 Form of Non-qualified Stock Option Notice
10.3 Form of Restricted Stock Unit Agreement