0001104659-11-001744.txt : 20110118 0001104659-11-001744.hdr.sgml : 20110117 20110118092405 ACCESSION NUMBER: 0001104659-11-001744 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110111 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110118 DATE AS OF CHANGE: 20110118 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: 11531913 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 a11-4163_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): January 11, 2011

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware

(State of Incorporation)

File No. 000-50886

(Commission File Number)

59-3778247

(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

TABLE OF CONTENTS

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

SIGNATURES

Table of Contents

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

In Relation to the Resignation of Mr. Bryan Hall

In its Form 8-K filed on January 6, 2011, Virgin Media Inc. (the “Company”) confirmed that Mr. Bryan Hall had resigned as General Counsel and Company Secretary as planned, with effect from January 1, 2011 On January 11, 2011, the compensation committee (the “Committee”) of the Company’s board of directors by unanimous written consent approved the following changes to Mr. Hall’s compensation and benefits:

· During the course of his duties as General Counsel, Mr. Hall may have had access to material non-public information which would restrict his ability to exercise any Company options during the prescribed three-month period. Accordingly, the period in which Mr. Hall may exercise any options which have vested as at January 1, 2011 will be extended from three-months to twelve months, expiring on December 31, 2011; and

· Mr. Hall will be entitled to receive, on a basis pro rata to his service as a percentage of the total period, vesting of restricted stock units granted under the 2009-2011 Long Term Incentive Plan to the extent that restricted stock units under that plan ultimately vest. Subject to the pro ration, these stock units will vest at the same time, and on the same basis, as those payable to other participants of that plan.

The form of the supplemental incentive stock option notice extending the post-termination exercise period for Mr. Hall’s options is attached as Exhibit 10.1 to this report.

Table of Contents

Item 9.01. Financial Statements and Exhibits.

Exhibit		Description
10.1		Form of Supplemental Incentive Stock Option Notice.

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.

Date: January 18, 2011

		VIRGIN MEDIA INC.


		By:	/s/Scott Dresser
		Name:	Scott Dresser
		Title:	Secretary

Table of Contents

EXHIBIT INDEX

Exhibit		Description
10.1		Form of the Supplemental Incentive Stock Option Notice

EX-10.1 2 a11-4163_1ex10d1.htm FORM OF SUPPLEMENTAL INCENTIVE STOCK OPTION NOTICE.

Exhibit 10.1

FORM OF SUPPLEMENTAL INCENTIVE STOCK NOTICE

Mr. Bryan Hall

[Address]

This Supplemental Option Notice (the “Notice”) dated as of [Date], 2011 is being sent to you by Virgin Media Inc. (including any successor company, the “Company”) in order to amend the terms of the original Option Notice previously sent to you (the “Original Notice”) dated as of [Date] (the “Grant Date”).

The Original Notice granted you the Option (as such term is defined in the Original Notice) in recognition of your services as an employee of the Company. The Company and you have agreed to amend the terms of the Original Notice as follows:

Paragraph 3 of the Original Notice is hereby amended in its entirety to read as follows:

“3. Exercise Period. This Option shall stop vesting immediately from January 1, 2011 and any portion of the Option that is not vested at the time of such termination shall immediately be forfeited and cancelled. Your right to exercise that portion of the Option that is vested as at January 1, 2011 shall terminate on the earlier of the following dates: (a) one year after the termination of your employment other than for Cause; (b) one year after your termination resulting from your retirement, disability or death; (c) the date on which your employment is terminated for Cause; and (d) December 31, 2011.”

Except as expressly amended or supplemented hereby, the Original Notice shall remain in full force and effect. This Notice is supplemental to the Original Notice and the Original Notice and this Notice shall be read and construed together.

		VIRGIN MEDIA INC.


		By:
		Name:	Scott Dresser
		Title:	Secretary and General Counsel