-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T00squ3PtJa9etmNRdPdb1bluWGKWWvsLtf9V09HsdhwJiEswOz1BfMFW6RQ4HS2 Ju2ARVpj7x9OSsyNPg+KzQ== 0001013816-05-000597.txt : 20051220 0001013816-05-000597.hdr.sgml : 20051220 20051220193433 ACCESSION NUMBER: 0001013816-05-000597 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051216 FILED AS OF DATE: 20051220 DATE AS OF CHANGE: 20051220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KNAFEL SIDNEY R CENTRAL INDEX KEY: 0000924039 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26677 FILM NUMBER: 051276745 BUSINESS ADDRESS: BUSINESS PHONE: 2123712266 MAIL ADDRESS: STREET 1: 126 EAST 56 STREET CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT COMMUNICATIONS CO INC CENTRAL INDEX KEY: 0001084421 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134053502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123712266 MAIL ADDRESS: STREET 1: INSIGHT COMMUNICATIONS CO INC STREET 2: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form4_knafel-121905ex.xml X0202 4 2005-12-16 0 0001084421 INSIGHT COMMUNICATIONS CO INC ICCI 0000924039 KNAFEL SIDNEY R C/O INSIGHT COMMUNICATIONS 810 7TH AVENUE NEW YORK NY 10019 1 1 1 0 Chairman Class A common stock 2005-12-16 4 C 0 3427177 A 3427177 I By corp. Class A common stock 2005-12-16 4 C 0 425955 A 425955 I By estate Preferred stock 2005-12-16 4 A 0 398591 A 398591 D Class A common stock 2005-12-16 4 D 0 50000 D 0 I By family foundation Class A common stock 2005-12-16 4 D 0 3427177 D 0 I By corp. Class A common stock 2005-12-16 4 D 0 425955 D 0 I By estate Class A common stock 2005-12-16 4 D 0 1877 11.75 D 0 I By 401(k) plan Class A common stock (deferred stock units) 2005-12-16 4 D 0 68000 D 0 D Series C non-voting preferred stock 2005-12-16 4 A 0 50000 A 50000 D Series C non-voting preferred stock 2005-12-16 4 A 0 3427177 A 3427177 I By corp. Series C non-voting preferred stock 2005-12-16 4 A 0 425955 A 425955 I By estate Series C non-voting preferred stock (deferred stock units) 2005-12-16 4 A 0 68000 A 68000 D Preferred stock 2005-12-16 4 J 0 398591 D 0 D Series A voting preferred stock 2005-12-16 4 A 0 398591 A 398591 D Class B common stock 2005-12-16 4 C 0 3427177 D Class A common stock 3427177 0 I By corp. Class B common stock 2005-12-16 4 C 0 425955 D Class A common stock 425955 0 I By estate Stock Option (right to buy) 9.12 2005-12-16 4 D 0 226430 2.63 D 2014-06-13 Class A common stock 226430 0 D Stock Option (right to buy) 10.03 2005-12-16 4 D 0 54820 1.72 D 2009-06-13 Class A common stock 54820 0 D Each share of Class B common stock of Insight Communications Company, Inc. (the "Issuer") is convertible at any time into one share of Class A common stock of the Issuer upon the occurrence of certain events that are specified in the Issuer's Restated Certificate of Incorporation. Pursuant to an Amended and Restated Exchange Agreement, dated as of November 10, 2005, among the Issuer, Insight Acquisition Corp. ("Acquisition") and the other parties signatory thereto, as amended (the "Exchange Agreement"), the reporting person purchased preferred stock of the Issuer at par value, or $0.01 per share. Pursuant to the Exchange Agreement, the reporting person contributed shares of Class A common stock of the Issuer to Acquisition in exchange for a corresponding number of shares of Series C non-voting preferred stock of Acquisition which, in the merger described in note (4), were automatically converted into shares of Series C non-voting preferred stock of thes surviving corporation. Pursuant to an Agreement and Plan of Merger, dated as of July 28, 2005, between the Issuer and Acquisition, which agreement was approved and adopted by the Issuer's shareholders on December 16, 2005 (the "Merger Agreement"), the Issuer was merged with Acquisition, with the Issuer as the surviving corporation and each share of Class A common stock of the Issuer not contributed to Acquisition pursuant to the Exchange Agreement or for which appraisal rights had been perfected under Delaware law was converted into the right to receive $11.75 in cash. The deferred stock units provide for vesting in five equal installments beginning November 15, 2004. Pursuant to the Merger Agreement, the deferred stock units to acquire Class A common stock of the Issuer were adjusted so that the reporting person will receive upon settlement one share of Series C non-voting preferred stock of the surviving corporation for each deferred share of Class A common stock of the Issuer. Pursuant to the Merger Agreement, in the merger, shares of preferred stock of the Issuer were automatically converted into shares of Series A voting preferred stock of the surviving corporation. Pursuant to the Merger Agreement, such option, whether vested or unvested, was canceled and the reporting person was entitled to receive a cash payment equal to the excess of $11.75 over the per share exercise price of such option for each share of Class A common stock covered by such option. This option provided for vesting in five equal installments beginning June 14, 2005. No expiration date. Not applicable. /s/ Sidney R. Knafel 2005-12-19 -----END PRIVACY-ENHANCED MESSAGE-----