-----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, AOLN2yu4F+/Kqgqycjn0NDrnGY9ZUw7wdvNSvXFjbA4rSxv+pBM5f2FRYpa4oRaq XWlvzzuXOT+O+YxykUQEgA== 0000891836-05-000193.txt : 20050311 0000891836-05-000193.hdr.sgml : 20050311 20050311170737 ACCESSION NUMBER: 0000891836-05-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050307 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050311 DATE AS OF CHANGE: 20050311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSC HOLDINGS INC CENTRAL INDEX KEY: 0000784681 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112776686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09046 FILM NUMBER: 05676222 BUSINESS ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 BUSINESS PHONE: 5138032300 MAIL ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAHE STATE: NY ZIP: 11714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP /NY CENTRAL INDEX KEY: 0001053112 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112776686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14764 FILM NUMBER: 05676223 BUSINESS ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 BUSINESS PHONE: 5163806230 MAIL ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 8-K 1 sc0092.txt 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): March 7, 2005 CABLEVISION SYSTEMS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware (State of Incorporation) 1-14764 11-3415180 (Commission File Number) (IRS Employer Identification Number) CSC HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State of Incorporation) 1-9046 11-2776686 (Commission File Number) (IRS Employer Identification Number) 1111 Stewart Avenue, Bethpage, New York 11714 (Address of principal executive offices) Registrant's telephone number, including area code: (516) 803-2300 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Cablevision Systems Corporation (the "Company" or "Cablevision") announced on March 8, 2005, that it had entered into an agreement with Charles F. Dolan, the Chairman of the Company, and Thomas C. Dolan, a director of the Company, pursuant to which the parties will work cooperatively to finalize the separation of the Company's Rainbow DBS subsidiary from the Company. Charles F. Dolan has agreed to fund any Rainbow DBS expenditures above those that would have been incurred under a shutdown scenario. Charles F. Dolan is required to fund those expenditures by providing to the Company cash or shares of the Company's common stock in advance of the Company making any expenditures above those contemplated in the shutdown budget. Similarly, if Rainbow DBS makes any new commitments or other agreements, the Company will segregate cash or shares received from Charles F. Dolan to pay the costs associated with those actions. On March 9, 2005, Charles F. Dolan deposited $10 million with the Company. The agreement will allow Rainbow DBS to remain in operation and to continue to provide its VOOM service to its subscribers while Charles and Thomas Dolan seek to arrange an alternate transaction that would avoid shutdown of Rainbow DBS. The agreement will terminate on March 31, 2005. Charles F. Dolan will have the right to terminate the agreement before that date. Upon any termination, any cash or shares deposited by Charles F. Dolan that have not been used to pay expenses or segregated to pay costs associated with new commitments or other agreements will be returned to him and the shutdown of Rainbow DBS will be implemented immediately. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On March 7, 2005, Brian Sweeney was appointed to the Board of Directors of the Company. Mr. Sweeney is a son-in-law of Charles F. Dolan, the Chairman and a director of the Company, and the brother-in-law of James L. Dolan, the Chief Executive Officer and President and a director of the Company, Thomas C. Dolan, a director of the Company, and Patrick F. Dolan, President of the Company's News 12 Networks and a director of the Company. Mr. Sweeney is the Senior Vice President - eMedia of the Company. From January 1, 2004 through March 10, 2005, Mr. Sweeney received $1,169,184 in salary and bonus payments; a grant of options to acquire 7,500 shares of the Company's Class A Common Stock; a $450,000 performance award; and a deferred compensation award with an initial balance of $500,000 plus an annual credit equal to the lesser of 20% of annual salary or $150,000, plus quarterly interest at a LIBOR based rate. From January 1, 2004 through March 10, 2005, members of Mr. Sweeney's "immediate family" (as defined in the applicable rules of the Securities and Exchange Commission) who are employees of the Company -2- received salary and bonus payments from the Company as follows: Charles F. Dolan - - $6,800,000; James L. Dolan - $9,507,692; Patrick F. Dolan - $422,326; and Thomas C. Dolan - $3,235,003. -3- 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 thereunto duly authorized. CABLEVISION SYSTEMS CORPORATION By: /s/ Hank J. Ratner ----------------------------------- Name: Hank J. Ratner Title: Vice Chairman Dated: March 11, 2005 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 thereunto duly authorized. CSC HOLDINGS, INC. By: /s/ Hank J. Ratner ----------------------------------- Name: Hank J. Ratner Title: Vice Chairman Dated: March 11, 2005 -4- -----END PRIVACY-ENHANCED MESSAGE-----