As filed with the Securities and Exchange Commission on October 15, 1999
Registration No. 33-95270
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NTL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 13-405-1921
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
110 East 59th Street
New York, New York 10022
(212) 906-8440
(address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
NTL
Richard J. Lubasch, Esq.
Executive Vice President,
General Counsel and Secretary
110 East 59th Street
New York, New York 10022
(212) 906-8440
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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COPIES TO:
Thomas H. Kennedy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10021
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment No. 1 to Registration Statement on Form
S-8 (No. 33-95270) of the registrant's predecessor company, International
CableTel Incorporated, is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended, to reflect the adoption by NTL
Incorporated, a Delaware corporation, of a holding company form of
organizational structure. The holding company organizational structure was
effected pursuant to an agreement and plan of merger among NTL, NTL
Communications Corp., a Delaware corporation ("Holdco") and NTL Mergerco,
Inc., a Delaware corporation and wholly-owned subsidiary of Holdco. The
merger agreement provides for, among other things, the merger of NTL
Mergerco, Inc. with and into NTL, with NTL continuing as the surviving
corporation. Pursuant to Section 251(g) of the General Corporation Law of
the State of Delaware, stockholder approval of the merger was not required.
As a result of the merger, which was consummated on April 1, 1999, NTL
became a direct wholly-owned subsidiary of Holdco. Immediately following
the merger, Holdco changed its name to NTL Incorporated and retained the
same trading symbols of NTL: NTLI (NASDAQ) and NTLI.ED (ESDAQ).
Holdco, renamed NTL Incorporated, is the successor issuer to NTL.
Each share of common stock, par value $.01 per share, of NTL issued and
outstanding was converted into and exchanged for one share of common stock,
par value $.01 per share, of Holdco including an associated right to
purchase series A junior participating preferred stock of Holdco.
Additionally, the following conversions were effected pursuant to the terms
of the merger agreement:
. each share of 13% series A preferred stock issued and outstanding of
NTL was converted into one share of 13% series A preferred stock of
Holdco;
. each share of 13% series B preferred stock issued and outstanding of
NTL was converted into one share of 13% series B preferred stock of
Holdco;
. each share of 9.9% series A preferred stock issued and outstanding of
NTL was converted into one share of 9.9% series A preferred stock of
Holdco;
. each share of 9.9% series B preferred stock issued and outstanding of
NTL was converted into one share of 9.9% series B preferred stock of
Holdco;
. each share of 5 1/4% series A preferred stock issued and outstanding
of NTL was converted into one share of 5 1/4% series A preferred
stock of Holdco;
. each share of 5 1/4% series B preferred stock issued and outstanding
of NTL was converted into one share of 5 1/4% series B preferred
stock of Holdco.
Holdco also assumed NTL's obligations with respect to the conversion
rights of holders of 7% convertible subordinated notes due 2008 of NTL. The
conversion privileges of such holder of the 7% convertible subordinated
notes due 2008 which entitled such holder to shares of common stock of NTL
were amended to entitle such holder to a corresponding number of shares of
common stock of Holdco.
As a result of the merger, each outstanding employee stock option and
warrant to purchase shares of NTL's common stock granted under any employee
stock option or compensation plan or arrangement of NTL was converted into
an option to purchase one share of Holdco's common stock in accordance with
the provisions of such employee stock option or compensation plan or
arrangement or warrant agreement.
In accordance with paragraph (d) of Rule 414 under the Securities Act,
Holdco, renamed NTL Incorporated, hereby expressly adopts this registration
statement as its own registration statement for all purposes of the
Securities Act and the Securities Exchange Act of 1934, as amended.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this post-effective amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 15th day of October 1999.
NTL INCORPORATED
By:/s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title:Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement has been signed by
the following persons in the capacities indicated with respect to NTL
Incorporated, on this 15th day of October, 1999.
Signature Title
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/s/ George S. Blumenthal Chairman of the Board, Treasurer
- ---------------------------- and Director
George S. Blumenthal
/s/ J. Barclay Knapp President, Chief Executive Officer
- ---------------------------- and Director
J. Barclay Knapp
/s/ John Gregg Senior Vice President and Chief
- ---------------------------- Financial Officer
John Gregg
/s/ Gregg Gorelick Vice President-Controller and Chief
- ---------------------------- Accounting Officer
Gregg Gorelick
/s/ Robert T. Goad Director
- ----------------------------
Robert T. Goad
/s/ Sidney R. Knafel Director
- ----------------------------
Sidney R. Knafel
/s/ Ted H. McCourtney Director
- ----------------------------
Ted H. McCourtney
/s/ Alan J. Patricof Director
- ----------------------------
Alan J. Patricof
/s/ Warren Potash Director
- ----------------------------
Warren Potash
- --------------------------- Director
Jean-Louis Vinciguerra
/s/ Michael Willner Director
- ---------------------------
Michael Willner
