-----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, WQq0+iFZB3HEA392rG6zQy991my9k9+l5w14WL7M6uz6VD8roKRnDg32YE6nRdJc SQwSvJuJtl+MYd8AHF0AOg== 0001104659-08-045801.txt : 20080716 0001104659-08-045801.hdr.sgml : 20080716 20080716063014 ACCESSION NUMBER: 0001104659-08-045801 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080708 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080716 DATE AS OF CHANGE: 20080716 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50886 FILM NUMBER: 08954103 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/A 1 a08-19395_28ka.htm 8-K/A

Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 8, 2008

 

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

File No. 000-50886

 

59-3778427

(State of Incorporation)

 

(Commission File Number)

 

(IRS Employer 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

 

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))

 

 

 



Table of Contents

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K of Virgin Media Inc. (the “Company”) filed with the United States Securities and Exchange Commission on July 11, 2008 (the “Original Filing”). This Amendment is filed solely to amend the inadvertent transposition of the expiration dates of two classes of the Company’s classified board of directors in Item 5.02 of the Original Filing.  In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 5.02 as amended is set forth in this Amendment.  The remainder of the Original Filing, including the press release attached as Exhibit 99.1 to the Original Filing and incorporated by reference in Item 5.02, is unchanged and is not reproduced in this Amendment.

 

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

 

(d)

 

Appointment of James A. Chiddix, Andrew Cole and Steven J. Simmons as directors

 

On July 8, 2008, the board of directors (the “Board”) of Virgin Media Inc. (the “Company”) appointed each of James A. Chiddix, Andrew Cole and Steven J. Simmons as directors of the Company and determined that they are independent for purposes of the NASDAQ listing rules. Messrs. Chiddix, Cole and Simmons will serve on the Board in the classes noted below and have been named to the committees indicated below.

 

Name

 

Class

 

Committee(s)

 

 

 

 

 

James A. Chiddix

 

Class I (expiring 2011)

 

Audit Committee (Member)

 

 

 

 

 

Andrew Cole

 

Class II (expiring 2009)

 

Compensation Committee (Member)

 

 

 

 

 

Steven J. Simmons

 

Class III (expiring 2010)

 

Compensation Committee (Member)

 

On July 8, 2008, the Board granted to each of James A. Chiddix, Andrew Cole and Steven J. Simmons an option to purchase 42,980 shares of the Company’s common stock with a per share exercise price of $11.99 pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan and in accordance with the compensatory arrangements for non-executive directors set forth below. These options will vest on March 16, 2009, the same date the options held by the existing non-executive directors will vest. These options are intended to compensate non-executive directors for their services to the Company, to encourage them to remain on the Board and to provide them with appropriate incentives to increase the value of the Company to its shareholders.

 

The Board also approved the following changes to the compensation of non-executive directors:

 

·                  a board or committee meeting fee of $1000 per meeting beyond five scheduled meetings per year for each Board or committee on which the director serves;

·                  an annual grant of 62,500 options with one year vesting instead of 187,500 options granted every three years with one-third vesting annually. Continuing directors will receive their first annual grant of options under these new arrangements in 2009;

·                  new non-executive directors would receive a pro rata grant on the date of their appointment with an exercise price based on the mid-market stock price on the grant date;

·                  the introduction of a Deferred Compensation Plan whereby directors can elect to defer their cash fees into “phantom stock units” that track the Company’s stock price; and

·                  the introduction of a minimum equity shareholding requirement.

 

The press release issued by the Company on July 10, 2008 regarding these matters is attached as Exhibit 99.1 and is incorporated herein by reference.

 


Table of Contents

 

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: July 16, 2008

 

 

VIRGIN MEDIA INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryan H. Hall

 

 

 

 

Bryan H. Hall

 

 

 

 

Secretary

 

 -----END PRIVACY-ENHANCED MESSAGE-----