-----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, IGKYk9xjU7hhJwtUd7tquP/knLQMOCRgYpEQapcJtlRIRkRf54ilptrwTYagDZPT fCy/PkhalOAhshMpcy/W9w== 0001104659-08-007989.txt : 20080207 0001104659-08-007989.hdr.sgml : 20080207 20080207142658 ACCESSION NUMBER: 0001104659-08-007989 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080204 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGIN MEDIA INC. CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 0208 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50886 FILM NUMBER: 08584626 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 00441256753762 MAIL ADDRESS: STREET 1: 160 GREAT PORTLAND STREET CITY: LONDON STATE: X0 ZIP: W1W 5QA FORMER COMPANY: FORMER CONFORMED NAME: NTL INC DATE OF NAME CHANGE: 20060315 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 8-K 1 a08-4939_18k.htm 8-K

 

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):  February 4, 2008

 

 

Virgin Media Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50886

 

59-3778427

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

 

 

909 Third Avenue

Suite 2863

New York, New York 10022
(Address of principal executive offices) (Zip Code)

 

(212) 906-8440

(Registrant’s telephone number, including area code)

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 5.02 (b).  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 4, 2008, David E. Elstein resigned from the board of directors (the “Board”) of Virgin Media Inc. (the “Company”).

 

Item 8.01.  Other Events.

 

Reduction in Board size and Board reclassification

 

On February 6, 2008, the Board reduced the number of directors to six and, in accordance with the Company’s articles of incorporation which provide for a classified board consisting of three classes of directors as nearly equal as possible in size, determined that each class should have two directors.  The resignation of David E. Elstein resulted in the Company having three directors in Class I, one director in Class II and two directors in Class III.  Consequently, the Board elected George Zoffinger as a Class II director, effective upon his resignation as a Class I director.  Mr. Zoffinger now serves as a Class II director, and his term will expire on the date of the Company’s 2009 annual meeting of stockholders.

 

Board search

 

The Board also instructed the Nominating Sub-Committee to identify candidates for election as additional independent directors of the Company, and noted its intention to appoint the Chief Executive Officer, when selected, to the Board.

 

Independent director

 

The Board also determined that William R. Huff is an independent director within the meaning of the applicable NASDAQ requirements with effect from January 1, 2008, since the payments received by his affiliates in 2004 no longer affect the determination of his independence.

 

Payment of a quarterly cash dividend

 

On February 6, 2008, the Board approved the payment of a quarterly cash dividend of $0.04 per share on March 20, 2008 to stockholders of record as of March 12, 2008. Future payments of regular quarterly dividends by the Company are in the Board’s discretion and will be subject to the Company’s future needs and uses of free cash flow, which could include investments in operations, the repayment of debt, and share repurchase programs.

 

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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: February 7, 2008

 

 

VIRGIN MEDIA INC.

 

 

 

 

 

By: 

/s/ Bryan H. Hall

 

 

Name: 

Bryan H. Hall

 

Title: 

Secretary

 

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