-----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, KG2+bCzvGKJCC2v3KlDctGYi5ZRiCx0HxnU72mO6jrnLeLn8CK6l9hBMf8vIpgV9 nKDXUmXmte9B0m6B/hS1uA== 0000895345-03-000651.txt : 20030926 0000895345-03-000651.hdr.sgml : 20030926 20030926172524 ACCESSION NUMBER: 0000895345-03-000651 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC CENTRAL INDEX KEY: 0000906347 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521822078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22616 FILM NUMBER: 03913212 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NTL COMMUNICATIONS CORP DATE OF NAME CHANGE: 19990401 FORMER COMPANY: FORMER CONFORMED NAME: NTL INC /DE/ DATE OF NAME CHANGE: 19970326 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CABLETEL INC DATE OF NAME CHANGE: 19930601 8-A12G/A 1 jb8aa_ntl.txt 8A12G (AMENDMENT) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 8-A/A AMENDING FORM 8-A DATED JANUARY 10, 2003 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NTL Incorporated ---------------------- (Exact name of registrant as specified in its charter) Delaware 52-1822078 - ------------------------------------------------ ------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 110 East 59th Street New York, New York 10022 - ------------------------------------------------ ------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 000-22616 (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Stockholder Rights accompanying each share of Common Stock - ------------------------------------------------------------------------------- (Title of Class) This Form 8-A/A amends and supplements the Form 8-A filed by NTL Incorporated, a Delaware corporation, dated January 10, 2003 (the "Form 8-A"). Item 1. Description of Securities to be Registered. ------------------------------------------ The description which follows is subject to and qualified in its entirety by reference to the full terms of the Amendment to Rights Agreement which is filed as an Exhibit to this Form 8-A/A and the full terms of the Rights Agreement which was filed as an Exhibit to the Form 8-A both of which are incorporated by reference in this Item. In this registration statement on Form 8-A/A, "we", "us" and "our" refer to NTL Incorporated. Item 1 of the Form 8-A is hereby amended by adding the following paragraph at the end of such item: On September 26, 2003, we filed a registration statement on Form S-1 (the "Registration Statement") relating to a transaction pursuant to which we will distribute to holders of our common stock of record on a date on or around the date the Registration Statement is declared effective by the Securities and Exchange Commission rights to purchase shares of our common stock on the terms to be described in the prospectus included in the Registration Statement at the time such Registration Statement is declared effective (taking into account any amendments or supplements thereto). Our Board of Directors adopted an amendment to the Rights Agreement dated January 10, 2003 between us and Continental Stock Transfer & Trust Company. As a result of the amendment to the Rights Agreement: 1. Section 1 of the Rights Agreement has been amended by adding definitions in the appropriate locations for "Exempt Rights Offering Participants", "Rights Offering", "Rights Offering Registration Statement" and "Rights Offering Underwriters". 2. Section 1(a)(x)(vii) of the Rights Agreement has been amended to revise the definition of "Acquiring Person" to exclude the acquisition of Common Stock directly from us pursuant to the Rights Offering from the exception to the definition of "Acquiring Person" (for acquisitions of Common Stock directly from us set forth in that section) and to provide that such exclusion will not apply to Exempt Rights Offering Participants or Rights Offering Underwriters. 3. Section 1(b) of the Rights Agreement has been amended to provide that, for the avoidance of doubt, clause (z) shall not apply an Exempt Rights Offering Participant or Rights Offering Underwriters as a result of its acquisition of shares of Common Stock directly from us pursuant to the Rights Offering. 4. All references in the Rights Agreement (including the exhibits thereto) have been amended to refer to the Rights Agreement as amended. 5. The Amendment to Rights Agreement did not take effect, by its terms, until the Registration Statement was filed with the Securities and Exchange Commission. Item 2. Exhibits. -------- 1. Amendment to Rights Agreement, dated as of September 26, 2003 by and between NTL Incorporated and Continental Stock Transfer & Trust Company, as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NTL Incorporated By: /s/ Scott E. Schubert ------------------------------ Name: Scott E. Schubert Title: Chief Financial Officer Dated: September 26, 2003 EXHIBIT INDEX ------------- Exhibit Description ------- ----------- 1. Amendment to Rights Agreement, dated as of September 26, 2003 by and between NTL Incorporated and Continental Stock Transfer & Trust Company, as Rights Agent. EX-99.1 3 ex991_ntl.txt AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of September 26, 2003, between NTL Incorporated, a Delaware corporation ("NTL" or the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Rights Agent"). W I T N E S S E T H : WHEREAS, the Company and the Rights Agent entered into a Rights Agreement dated as of January 10, 2003 (the "Rights Agreement"); WHEREAS, the Board of Directors of the Company has determined that it is desirable and in the best interests of the Company and its stockholders to amend the Rights Agreement as set forth herein; and WHEREAS, on the date of this Amendment an appropriate officer of the Company has delivered a certificate to the Rights Agent which states that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows: 1. Section 1 of the Rights Agreement is hereby amended by adding the following definitions: (xx) "Exempt Rights Offering Participant" means any Person who acquires (A) shares of Common Stock in the Rights Offering who satisfies each of the following conditions: (i) beneficially owned more than 7.5% of the shares of Common Stock outstanding as of the close of business on the last trading day prior to the date (the "Filing Date") that the Rights Offering Registration Statement was initially filed with the Securities and Exchange Commission; (ii) beneficially owned less than 15% of the shares of Common Stock outstanding at any time after the Filing Date and prior to such Person first purchasing shares of Common Stock in the Rights Offering; and (iii) as a result of its purchase or purchases of shares of Common Stock in the Rights Offering (whether pursuant to the basic subscription privilege or the over-subscription privilege) (as those terms are defined in the Rights Offering Registration Statement), such Persons became the beneficial owner of no more than the lesser of (a) a percentage of the shares of Common Stock outstanding after completion of the Rights Offering (taking into account any shares to be issued to the Rights Offering Underwriters) that is 7.5% more than the percentage of that Person's beneficial ownership of the shares of Common Stock outstanding as of the Filing Date or (b) 19.9% of the shares of Common Stock outstanding at such time of purchase (taking into account any shares to be issued to the Rights Offering Underwriter) or (B) Beneficial Ownership of more than 14.9% of the shares of Common Stock outstanding as a result of issuance of shares of Common Stock to that Person by the Company as a result of the Rights Offering but would not have Beneficially Owned more than 14.9% of the shares of Common Stock outstanding had all shares of Common Stock to be issued in the Rights Offering (including to the Rights Offering Underwriter) been issued at that time. (yy) "Rights Offering" means the transaction pursuant to which the Company distributes to holders of its Common Stock of record on a date on or around the date the Rights Offering Registration Statement is declared effective by the Securities and Exchange Commission rights to purchase shares of Common Stock on the terms described in the prospectus included in such Rights Offering Registration Statement at the time such Registration Statement is declared effective (taking into account any amendment or supplement thereto). (zz) "Rights Offering Registration Statement" means a registration statement on Form S-1 prepared in connection with the Rights Offering and filed with the Securities and Exchange Commission, including all exhibits thereto. (aaa) "Rights Offering Underwriters" shall mean the signatories, other than the Company, to the Underwriting Agreement entered into in connection with the Rights Offering. 2. Section 1(a)(x)(vii) of the Rights Agreement is hereby amended to substitute the following in place of the existing Section 1(a)(x)(vii): "any Person, who or which together with all Affiliates and Associates of such Person becomes the Beneficial Owner of 15% or more of the then outstanding shares of Common Stock as a result of the acquisition of shares of Common Stock directly from the Company in a transaction approved by a majority of the disinterested members of the Board of Directors of the Company, other than (x) in a transaction contemplated by clause (iii) above or (y) the acquisition of shares of Common Stock pursuant to the Rights Offering (provided that this clause (y) shall not apply to any Exempt Rights Offering Participant or the Rights Offering Underwriters)." 3. Section 1(b) of the Rights Agreement is hereby amended by adding the following at the end of the sentence: "provided that, for the avoidance of doubt, this clause (z) shall not apply to an Exempt Rights Offering Participant or the Rights Offering Underwriter as a result of its acquisition of shares of Common Stock pursuant to the Rights Offering." 4. All references in the Rights Agreement (including the exhibits thereto) are hereby amended to refer to the Rights Agreement as amended. 5. This Amendment shall not take effect until the Rights Offering Registration Statement is filed with the Securities and Exchange Commission, and in the event the Rights Offering Registration Statement is not filed by December 31, 2003, this Agreement shall be terminated without any action by the parties and shall no longer have any effect. 6. This Agreement may be executed in counterparts each of which shall be an original with the same effect as if the signatures hereto and thereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. NTL INCORPORATED By: /s/ Scott E. Schubert --------------------------------- Name: Scott E. Schubert Title: Chief Financial Officer CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: /s/ William F. Seegraber --------------------------------- Name: William F. Seegraber Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----