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 26, 2006
NTL INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware File No. 000-50886 52-3778427
(State of (Commission File (IRS Employer
Incorporation) Number) 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))
================================================================================
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
- ------------------------------------------------------
SIGNATURES
- ----------
Exhibit 10.1
- ------------
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 26, 2006, NTL Incorporated (the "Company") entered into
new indemnity agreements (together, the "Indemnity Agreement") with all of
its directors and executive officers, as well as certain senior members of
its management. The Indemnity Agreement replaces prior agreements that in
most cases had been entered into by the Company's subsidiary, NTL Holdings
Inc., prior to that company's reverse acquisition of Telewest Global, Inc.
The Indemnity Agreement provides, among other things, that, subject to
the procedures set forth in the Indemnity Agreement: (i) the Company shall
indemnify Indemnitee (as defined in the Indemnity Agreement) to the fullest
extent permitted by law in the event Indemnity was, becomes or is
threatened to be made, a party to or witness or other participant in a
Claim (as defined in the Indemnity Agreement) by reason of or arising out
of or in connection with, an Indemnifiable Event (as defined in the
Indemnity Agreement); (ii) upon Indemnitee's request, and subject to
certain conditions, the Company shall advance Expenses (as defined in the
Indemnity Agreement) to Indemnitee; (iii) the rights of Indemnitee are in
addition to any other rights Indemnitee may have under the Delaware General
Corporation Law, the Company's Certificate of Incorporation and By-laws or
otherwise; (iv) the Company shall maintain directors' and officers'
liability insurance that provides that Indemnitee shall be covered by such
policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any Company director or officer and in
amounts and for coverage reasonably acceptable to Indemnitee.
The foregoing summary of the Indemnity Agreement is qualified in its
entirety by reference to the full text of the Indemnity Agreement attached
as Exhibit 10.1 hereto and incorporated by reference herein.
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.
NTL INCORPORATED
Date: October 2, 2006 By: /s/ Bryan H. Hall
-------------------------------
Name: Bryan H. Hall
Title: Secretary
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
- -------------- --------------------------------------------------------
10.1 Form of Indemnity Agreement.