-----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, PLwxHhyKr+psTpWruZAlDNRPRHNVJTz6VET5nuYSgeaRr4Kzs/EpkPqpr/t4pMgG l0HU77rrS65v30gtLG0jlg== 0001104659-10-040161.txt : 20100728 0001104659-10-040161.hdr.sgml : 20100728 20100728160217 ACCESSION NUMBER: 0001104659-10-040161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100728 ITEM INFORMATION: Other Events FILED AS OF DATE: 20100728 DATE AS OF CHANGE: 20100728 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: 10974418 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 a10-14806_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): July 28, 2010

 

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

File No. 000-50886

 

59-3778247

(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))

 

 

 


 

Item 8.01.  Other Events

 

On July 28, 2010, Virgin Media Inc. (“Virgin Media”) entered into an agreement with Goldman, Sachs & Co. (“Goldman Sachs”) to effect a US$ 194 million collared accelerated stock buyback transaction (the “ASB Transaction”). Virgin Media will repurchase shares in the ASB Transaction as part of the £375 million share repurchase program that it announced on the same day.

 

Under the ASB Transaction, Virgin Media will pay US$ 194 million to Goldman Sachs from available cash on hand to repurchase outstanding shares of Virgin Media common stock. Virgin Media expects to receive a substantial majority of the shares to be delivered by Goldman Sachs in the ASB Transaction on August 2, 2010. The specific number of shares that Virgin Media ultimately will repurchase in the ASB Transaction will be based generally on the daily volume-weighted average share price of Virgin Media common stock over the duration of the ASB Transaction, subject to collar provisions that establish minimum and maximum numbers of repurchased shares.  The minimum and maximum share numbers will depend upon the daily volume-weighted average share price of Virgin Media’s common stock during an agreed initial period that will conclude on August 6, 2010, subject to extension or reduction as permitted under the ASB Agreement. Final settlement of the repurchase contemplated by the ASB Transaction is to occur no later than September 29, 2010, although the completion date may be accelerated at the option of Goldman Sachs or, under certain circumstances, extended.  At settlement, under certain circumstances, Virgin Media may be entitled to receive additional shares of Virgin Media common stock from Goldman Sachs, or, under certain limited circumstances, Virgin Media may be required to deliver shares or make a cash payment (at its option) to Goldman Sachs. In connection with the ASB Transaction, Goldman Sachs on its own behalf is expected to purchase Virgin Media common stock in the open market. All of the repurchased shares delivered to Virgin Media will be held in treasury or retired.

 

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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.

 

 

Date:  July 28, 2010

 

VIRGIN MEDIA INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Scott Dresser

 

 

 

Scott Dresser

 

 

 

Assistant Secretary

 

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