UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 4, 2006
Insight Communications Company, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-26677 13-4053502
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
810 7th Avenue
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number: (917) 286-2300
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 April 7, 2006, Insight Communications Company, Inc. (the "Registrant")
issued a press release announcing that it entered into an employment agreement
(the "Employment Agreement") with Hamid R. Heidary to serve as Executive Vice
President, Central Operations, of the Registrant. A copy of the press release is
being furnished as Exhibit 99.1 to this report and incorporated herein by
reference.
Pursuant to the terms of the Employment Agreement, Mr. Heidary will receive
a starting annual base salary of $350,000. In addition, Mr. Heidary will receive
an annual incentive bonus equal to (a) 50% of his base salary earned during 2006
and 2007 and (b) 50% of his base salary earned between January 1, 2008 and March
27, 2008. Thereafter, his eligibility for a bonus will be determined by the
bonus program in effect for comparable senior members of Registrant's
management. In addition to the annual incentive bonus, Mr. Heidary will be
eligible to participate in the management bonus pool established in the
Securityholders Agreement entered into among the Company and its shareholders in
an amount to be determined in accordance with the terms and provisions of the
Securityholders Agreement.
Pursuant to the terms of the Employment Agreement, Mr. Heidary will receive
a lump sum, one-time sign-on bonus of $100,000. This payment is contingent upon
his continued employment with the Registrant. If Mr. Heidary is terminated for
Cause (as defined in the Employment Agreement) or if he should resign without
Good Reason (as defined in the Employment Agreement) within 12 months of March
27, 2006, Mr. Heidary will be required to repay the signing bonus amount in
full. Mr. Heidary also will be entitled to participate in the standard benefits
available to Registrant's personnel. The Employment Agreement also provides Mr.
Heidary with the use of an automobile.
Pursuant to the terms of the Employment Agreement, Mr. Heidary will receive
under the terms of the Registrant's 2005 Stock Incentive Plan 1,850 shares of
the Registrant's Series F non-voting common stock. Such shares will vest on each
of the first, second, third, fourth and fifth anniversaries of the issue date.
Pursuant to the terms of the Employment Agreement, if Mr. Heidary's
employment is terminated without Cause or if he resigns for Good Reason within
two years of March 27, 2006 (the "Term"), the Registrant will pay Mr. Heidary as
liquidated damages:
o his prorated (based on the number of days preceding termination) bonus
for the calendar year in which the termination occurred, as determined
in accordance with his then existing bonus arrangement, which amount
will be payable within 10 days of the date of termination, and
o continued payment of his base salary and benefits (to the extent they
are available) for the greater of the balance of the Term or 12
months, which will be payable in installments on the Registrant's
regular payroll dates.
If Mr. Heidary's employment is terminated without Cause or if he resigns
for Good Reason after two years of March 27, 2006, the Registrant will pay Mr.
Heidary as liquidated damages:
o his prorated (based on the number of days preceding termination) bonus
for the calendar year in which the termination occurred, as determined
in accordance with his then existing bonus arrangement. To the extent
such bonus includes amounts earned during the first two years of
employment, such amounts will be payable within 10 days of the date of
termination. Any other prorated bonus will be payable at such time as
other bonuses are paid with respect to the relevant period and in
accordance with normal payroll policies; and
o continued payment of his base salary and benefits (to the extent they
are available) for 12 months, which will be payable in installments on
the Registrant's regular payroll dates.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired - None
(b) Pro Forma Financial Information - None
(c) Exhibits:
Exhibit No. Description
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99.1 Press release issued on April 7, 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.
Insight Communications Company, Inc.
Dated: April 7, 2006 By: /s/ Elliot Brecher
--------------------------------
Elliot Brecher
Senior Vice President
and General Counsel