As filed with the Securities and Exchange Commission on October 15, 1999
Registration No. 333-00118
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement has been declared
effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.
|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box an list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
This post-effective amendment No. 1 to Registration Statement on Form
S-3 (No. 333-00118) 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-3 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/ Del Mintz Director
- - - ---------------------------
Del Mintz
/s/ Alan J. Patricof Director
- - - ---------------------------
Alan J. Patricof
/s/ Warren Potash Director
- - - ---------------------------
Warren Potash
Director
- - - ----------------------------
Jean-Louis Vinciguerra
/s/ Michael Willner Director
- - - ----------------------------
Michael Willner
