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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 2006
NTL INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE FILE NO. 000-50886 52-3778427
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
909 THIRD AVENUE, SUITE 2863, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 906-8440
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:
|_| 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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TABLE OF CONTENTS
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
SIGNATURES
Exhibit 99.1 Press Release dated September 11, 2006
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD.
As a result of Gordon McCallum's appointment to the Board of Directors (the
"Board") of NTL Incorporated (the "Company") on September 11, 2006, the
Company is no longer in compliance with Nasdaq Marketplace Rule 4350(c)(1),
which requires a Nasdaq-listed company to have a majority of independent
directors serving on its Board. The Company notified the Nasdaq of this
development on September 11, 2006 and, as a consequence, expects to receive
written notice from Nasdaq that the Company is no longer in compliance with
Nasdaq listing requirements. The Nasdaq Marketplace Rules provide that the
Nasdaq may delist the Company's common stock from the Nasdaq Global Select
Market if the Company has not regained compliance by the applicable date
set by Nasdaq.
The Company is submitting a plan to Nasdaq outlining the steps it intends
to take in order to resume compliance with Rule 4350(c)(1) as soon as
practicable. Such steps involve appointing an additional independent
director to the Board or securing the resignation of a non-independent
director.
The press release issued by the Company on September 11, 2006 regarding
these matters is attached as Exhibit 99.1 and is incorporated by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On September 11, 2006, the Company issued a press release announcing the
appointment of Gordon McCallum as director, on September 11, 2006,
effective immediately. Mr. McCallum will serve as a Class I director of the
Company, with a term expiring in 2008.
Mr. McCallum was appointed pursuant to a letter agreement ancillary to our
license agreement with Virgin Enterprises Limited ("Virgin"), of which Mr.
McCallum is also a director. The letter agreement entitles Virgin to
propose a candidate to serve on our Board, subject to the approval of the
Nominating Sub-Committee of the Board's Executive Committee and the
approval of the Board. Following the unanimous nomination of the Nominating
Sub-Committee of the Board's Executive Committee, the Board approved Mr.
McCallum's nomination. Our license agreement with Virgin, which was
described in greater detail in our Form 8-K filed on April 4, 2006, permits
us to use the Virgin name and brands for all consumer businesses (and as
our Corporate name) for a royalty of 0.25% of the relevant revenues.
EXHIBIT INDEX
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Exhibit Description
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99.1 Press release dated September 11, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: September 11, 2006
NTL INCORPORATED
By: /s/ Bryan H. Hall
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Secretary