UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 3, 2003
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UGC Europe, Inc.*
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(Exact name of registrant as specified in its charter)
Delaware [To be Assigned] 20-017340
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
4643 South Ulster Street, Suite 1300, Denver, CO 80237
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(Address of principal executive offices) (Zip Code)
(303) 770-4001
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Registrant's telephone number, including area code
United Pan-Europe Communications N.V.
Boeing Avenue 53
1119 PE, Schiphol Rijk
The Netherlands
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(Former name or former address, if changed since last report)
* UGC Europe, Inc., a Delaware corporation, is filing this Form 8-K as the
successor registrant to United Pan-Europe Communications N.V., a Netherlands
corporation, pursuant to clause (a) of Rule 12g-3 of the Securities Exchange Act
of 1934, as amended. The Commission File Number of United Pan-Europe
Communications N.V. is 000-25365
Item 5. Other Events.
On September 3, 2003 (the "Effective Date"), UGC Europe, Inc., a Delaware
corporation (f/k/a New UPC, Inc.), became the successor issuer to United
Pan-Europe Communications N.V., as a result of the consummation of the
transactions contemplated by the Second Amended Chapter 11 Plan of
Reorganization, as modified, of United Pan-Europe Communications N.V. and UGC
Europe, Inc. (the "Plan") under Chapter 11 of the U.S. Bankruptcy Code, as
confirmed by the U.S. Bankruptcy Court for the Southern District of New York
(the "Court") on February 20, 2003. A copy of the Plan as confirmed by the Court
was filed as exhibit 99.1 to the Current Report on Form 8-K of United Pan-Europe
Communications N.V. filed with the Securities and Exchange Commission on
February 21, 2003 and is incorporated herein by reference.
As a result of the consummation of the transactions contemplated by the
Plan, UGC Europe, Inc. became the successor issuer to United Pan-Europe
Communications N.V. The shares of common stock, par value $.01 per share, of UGC
Europe, Inc. issued in connection with the consummation of the Plan are deemed
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), under clause (a) of Rule 12g-3 of the Exchange
Act, and UGC Europe, Inc. is thereby subject to the informational requirements
of the Exchange Act and the rules and regulations promulgated thereunder.
Item 7. Financial Statements and Exhibits
(c) EXHIBITS
4.1 Second Amended and Restated Certificate of Incorporation of UGC Europe,
Inc.
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4.2 Second Amended and Restated Bylaws of UGC Europe, Inc.
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4.3 Stockholders Agreement, dated as of April 16, 2003, by and among UGC
Europe, Inc., UnitedGlobalCom, Inc. and the holders of common stock that
execute a joinder thereto.
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SIGNATURE
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.
UGC EUROPE, INC.
Date: September 3, 2003 By: /s/ Ellen P. Spangler
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Name: Ellen P. Spangler
Title: Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
4.1 Second Amended and Restated Certificate of Incorporation of UGC
Europe, Inc.
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4.2 Second Amended and Restated Bylaws of UGC Europe, Inc.
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4.3 Stockholders Agreement, dated as of April 16, 2003, by and among
UGC Europe, Inc., UnitedGlobalCom, Inc. and the holders of common
stock that execute a joinder thereto.
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