AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1999
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NTL INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-4051921
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices; Zip Code)
WARRANT AGREEMENT UNDER THE NTL INCORPORATED EMPLOYEE INCENTIVE TRUST
(Full Title of the Plan)
RICHARD J. LUBASCH, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NTL INCORPORATED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 906-8440
(Name, Address and Telephone Number, Including Area Code, of Agent For
Service)
Copies to:
THOMAS H. KENNEDY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Title Of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(4) Offering Price Per Share(1)(2) Aggregate Offering Price(2) Registration Fee(3)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 58,963 $69.59 $4,103,235 $1,140.70
$0.01 per share
(including
Series A Junior
Participating
Preferred Stock
Purchase
Rights)(5)
=============================================================================================================================
</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis
of the average of the high and low sale prices for a share of common
stock, par value $0.01 per share (the "Common Stock"), of NTL on the
Nasdaq Stock Market's National Market on October 15, 1999.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act.
(4) Such number represents the number of shares of Common Stock as are
initially issuable upon exercise of the Warrants pursuant to the Warrant
Agreement under the NTL Incorporated Employee Incentive Trust and,
pursuant to Rule 416 under the Securities Act, such indeterminable
number of additional shares of Common Stock as may be issuable pursuant
to the antidilution provisions of the Warrant Agreement.
(5) Prior to the occurrence of certain events, the Series A Junior
Participating Preferred Stock Purchase Rights (the "Rights") will not be
evidenced separately from the Common Stock. The value attributable to
the Rights, if any, is reflected in the value of the Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the
registrant, NTL Incorporated, a Delaware corporation (the "Company") and by
the registrant's predecessor company, NTL Communications Corp. (formerly
known as NTL Incorporated, I.R.S. Employer Identification No. 52-1822078
("NTL Communications")), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference in this Registration
Statement as of their respective dates:
(1) The Annual Report of NTL Communications on Form 10-K for
the fiscal year ended December 31, 1998, dated March 31,
1999;
(2) The Current Reports of NTL Communications on Form 8-K,
dated January 25, 1999, March 8, 1999, and March 18,
1999;
(3) The Company's Current Reports on Form 8-K, dated April 1,
1999, April 12, 1999, May 12, 1999, June 9, 1999, July 8,
1999, July 19, 1999, July 26, 1999, July 30, 1999, August
16, 1999, September 17, 1999 and October 4, 1999;
(4) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, dated May 17, 1999;
(5) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, dated August 16, 1999;
(6) The description of the Company's Common Stock contained
in the Registration Statement of NTL Communications on
Form 8-B filed with the Commission on June 21, 1991 (File
No. 0-19362), including any amendment or report filed for
the purpose of updating such information.
(7) The Company's Proxy Statement on Schedule 14A,
dated January 29, 1999.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued in
connection with this Registration Statement will be passed upon by Richard
J. Lubasch, Esq., Executive Vice President, General Counsel and Secretary
of the Company. Mr. Lubasch owns 29,099 shares of Common Stock and has
578,080 options to acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The indemnification of officers and directors of the Company is
governed by Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") and the Restated Certificate of Incorporation and
Restated By-laws of the Company. Among other things, the DGCL permits
indemnification of a director, officer, employee or agent in civil,
criminal, administrative or investigative actions, suits or proceedings
(other than an action by or in the right of the corporation) to which such
person is a party or is threatened to be made a party by reason of the fact
of such relationship with the corporation or the fact that such person is
or was serving at its request in such capacity at another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that such person's
conduct was unlawful. The DGCL also allows a corporation to indemnify its
officers and directors in an action or suit by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted if the officer or director is adjudged to be liable to the
corporation unless and only to the extent that a court determines
otherwise. To the extent that an officer or director of the corporation is
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
In accordance with Section 145 of the DGCL, the Company's By-laws
provide that the Company shall indemnify its officers and directors to the
full extent permitted by applicable law, including the advancement of
expenses to such officers and directors.
As permitted by Section 102 of the DGCL, the Company's Restated
Certificate of Incorporation eliminates the personal liability of a
director to the Company or its stockholders for monetary damages arising
from a breach or alleged breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a
director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (Liability of Directors for
Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption) or
(iv) for any transaction from which the director derived an improper
personal benefit.
In addition, Section 145 of the DGCL empowers the Company to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such
liabilities under Section 145.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Company's Restated Certificate of Incorporation
(incorporated by reference to the Company's and NTL
Communications' Registration Statement on Form S-3 File
No. 333-72335).
3.2 Company's Restated By-laws (incorporated by reference to
the Company's and NTL Communications' Registration
Statement on Form S-3, File No. 333-72335).
4.1 Company's Restated Certificate of Incorporation (included
in Exhibit 3.1).
4.2 Company's Restated By-laws (included in Exhibit 3.2).
4.3 Rights Agreement, dated as of October 13, 1993, between
NTL Communications and Continental Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference from
the Registration Statement of NTL Communications on Form
S-1, File No. 33-63570).
4.4 Amendment No. 1 to the Rights Agreement, dated as of
March 31, 1999, between the Company, NTL Communications
and Continental Stock Transfer & Trust Company, as Rights
Agent.
4.5 Form of Warrant Agreement between the Optionholder, Premium
TV Limited, NTL Digital Limited, NTL Communications, De
Facto 770 Limited (as trustee of the NTL Incorporated
Employee Incentive Trust) and the Company.
5.1 Opinion of Richard J. Lubasch, Esq., Executive Vice
President, General Counsel and Secretary of the Company,
regarding the legality of the Common Stock covered by
this Registration Statement.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche - Birmingham.
23.4 Consent of Deloitte & Touche - London.
23.5 Consent of Deloitte & Touche - ComTel.
23.6 Consent of Coopers & Lybrand - ComTel.
23.7 Consent of Richard J. Lubasch, Esq. (contained in
the opinion filed as Exhibit 5.1 hereto).
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed by the Company with the Commission pursuant
to Rule 424(b) under the Securities Act if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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
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 18th day of October, 1999.
NTL INCORPORATED
By: /s/ Richard J. Lubasch
---------------------------------------------
Richard J. Lubasch
Executive Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated with respect to NTL Incorporated, on
this 18th day of October, 1999.
Signature Title
--------- -----
/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
/s/ Michael Willner Director
- ---------------------------------
Michael Willner
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
3.1 Company's Restated Certificate of Incorporation (incorporated by
reference to the Company's and NTL Communications' Registration
Statement on Form S-3, File No. 333-72335).
3.2 Company's Restated By-laws (incorporated by reference to the
Company's and NTL Communications' Registration Statement on Form
S-3, File No. 333-72335).
4.1 Company's Restated Certificate of Incorporation (included in
Exhibit 3.1).
4.2 Company's Restated By-laws (included in Exhibit 3.2).
4.3 Rights Agreement, dated as of October 13, 1993, between NTL
Communications and Continental Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference from the Registration
Statement of NTL Communications on Form S-1, File No. 33-63570).
4.4 Amendment No. 1 to the Rights Agreement, dated as of March 31,
1999, between the Company, NTL Communications and Continental Stock
Transfer & Trust Company, as Rights Agent.
4.5 Form of Warrant Agreement between the Optionholder, Premium TV
Limited, NTL Digital Limited, NTL Communications De Facto 770
Limited (as trustee of the NTL Incorporated Employee Incentive
Trust) and the Company.
5.1 Opinion of Richard J. Lubasch, Esq., Executive Vice President,
General Counsel and Secretary of the Company, regarding the
legality of the Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche - Birmingham.
23.4 Consent of Deloitte & Touche - London.
23.5 Consent of Deloitte & Touche - ComTel.
23.6 Consent of Coopers & Lybrand - ComTel.
23.7 Consent of Richard J. Lubasch, Esq. (contained in the
opinion filed as Exhibit 5.1 hereto).
Exhibit 4.5
THIS AGREEMENT is made on 1999.
BETWEEN:
(1) ______________________ whose address is at______________________
(the "Optionholder");
(2) PREMIUM TV LIMITED incorporated in England and Wales with
registered number 3426471 and whose registered office is at Bristol
House, 1 Lakeside Road, Farnborough Aerospace Centre, Farnborough,
Hampshire GU14 6XP (the "Company");
(3) NTL DIGITAL LIMITED whose address is at Bristol House, Farnborough
Aerospace Centre, Farnborough, Hampshire GU14 6XP;
(4) NTL COMMUNICATIONS CORP. (FORMERLY KNOWN AS NTL INCORPORATED)
whose principal place of business is at 110 East 59th
Street, New York, NY 10022;
(5) DE FACTO 770 LIMITED (AS TRUSTEE OF THE NTL INCORPORATED EMPLOYEE
INCENTIVE TRUST) (the "Trust") whose address is at Bristol House,
Farnborough Aerospace Centre, Farnborough, Hampshire, GU14 6XP; and
(6) NTL INCORPORATED whose principal place of business is at 110
East 59th Street, New York, NY 10022 ("NTL")
WHEREAS:
(A) The Optionholder holds the option (the "Option") granted to him by
the Company on the terms of the share option agreement dated 3rd
July 1998 between the parties to this Agreement (other than the
Trust), as amended by a deed dated 2 November 1998 ("the Option
Agreement").
(B) The Trust wishes to offer ("the Option Release Offer") the
Optionholder in consideration of the surrender to the Company of
all the Optionholder's rights under the Option, the option ("the
Warrant") the terms of which are described in the warrant agreement
attached hereto ("the Warrant Agreement").
IT IS AGREED as follows:
1. The Optionholder accepts the Option Release Offer in respect of the
Option and in consideration of the granting to the Optionholder of the
Warrant, releases the Company and the other parties to the Option
Agreement from all obligations under the Option Agreement so that all
the Optionholder's rights arising out of it or deriving from it shall
cease.
2. The Optionholder, the Company and the Trust agree that the Warrant is
intended to be equivalent in value to the Option but that the total
value of the Warrant is no greater than the total value of the Option.
3. In connection with the Option and this Agreement, the Optionholder has
no claim or right outstanding whatsoever against the Company or the
other parties to the Option Agreement.
4. NTL agrees that promptly after the date hereof, it will register with
the Securities and Exchange Commission, pursuant to the Securities Act
of 1933, as amended, (the "Act") the shares subject to the Warrant, on
Form S-8 or such other form as NTL deems necessary. Until the time that
such registration is effective, and is not subject to a stop order
suspending such effectiveness, the shares will be restricted in
accordance with the Act.
5. The Trust, in consideration for the surrender to the Company and the
other parties to the Option Agreement of all the Optionholder's rights
under the Option Agreement, releases the Optionholder from all
obligations under the Option Agreement OTHER THAN those contained in
clauses 1, 2 and 15 to 17 (inclusive) of that agreement which shall
continue unaffected by this Agreement.
6. In consideration of the Optionholder entering into this Agreement NTL
guarantees the full, prompt and complete performance by the Trust of its
obligations to the Optionholder under the Warrant Agreement.
IN WITNESS of which the parties have executed this Agreement as a Deed on
the date first mentioned above.
SIGNED and DELIVERED as a DEED )
by )
__________________________ )
in the presence of ) ____________________________________
______________________
EXECUTED as a DEED by )
PREMIUM TV LIMITED )
acting by: ) ____________________________________
Director
____________________________________
Director/Secretary
EXECUTED as a DEED by )
NTL DIGITAL LIMITED )
acting by: ) ____________________________________
Director
____________________________________
Director/Secretary
EXECUTED as a DEED by )
NTL COMMUNICATIONS CORP. )
acting by: ) ____________________________________
Authorised signatory
EXECUTED as a DEED by )
DE FACTO 770 LIMITED )
(as trustee of the NTL Incorporated )
Employee Incentive Trust) )
acting by: )
_____________________________________
Director
_____________________________________
Director/Secretary
EXECUTED as a DEED by )
NTL INCORPORATED )
acting by: ) _____________________________________
Authorised signatory
EXERCISABLE ON OR AFTER THE DATE OF THIS CERTIFICATE AND ON OR BEFORE JULY 3,
2003
___________ Warrants
WARRANT CERTIFICATE
NTL INCORPORATED
This Warrant Certificate certifies that (the "Warrant Holder") is
the registered holder of 47170 Warrants (the "Warrants") expiring on July
3, 2003 to acquire shares of the common stock, par value $.01 (the "Common
Stock"), of NTL Incorporated, a Delaware corporation (the "Company"), each
of which shall be fully vested and non-transferable. Each Warrant entitles
the Warrant Holder upon exercise at any time from 9:00 a.m. on the date of
this Warrant Certificate to 5:00 p.m. New York, New York time, on July 3,
2003 to receive from the Trustee of the NTL Incorporated Employee Incentive
Trust (the "Trustee") one fully paid and non-assessable share of Common
Stock (each a "Warrant Share") for each Warrant. The number of Warrant
Shares issuable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events set forth below. The Warrant Holder
consents to the terms herein by his signature below.
No Warrant may be exercised after 5:00 p.m., New York Time on July
3, 2003 and to the extent not exercised by such time such Warrants shall
become void.
Reference is hereby made to the further provisions of this Warrant
Certificate attached hereto and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Trustee has caused this Warrant Certificate
to be signed as a deed by two Directors of the Board.
Date: ___________, 1999
EXECUTED as a DEED by
DE FACTO 770 LIMITED (as trustee of the
NTL Incorporated Employee Incentive Trust)
acting by: __________________________
Director
__________________________
Director
Warrant Certificate
The Warrant Holder shall be bound by the terms and provisions
herein.
The Warrants evidenced by this Warrant Certificate are part of a
duly authorized issue of Warrants expiring on July 3, 2003, entitling the
Warrant Holder upon exercise to receive shares of Common Stock of the
Company (the "Common Stock").
The Warrants are being granted as a rollover of options originally
granted pursuant to an agreement dated July 3, 1998 among Premium TV
Limited, the Warrant Holder, NTL Digital Limited and NTL Incorporated, and
are being granted to reflect the parties' original understanding and
intentions in the original transaction.
The holder of the Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of
election set forth below on this Warrant Certificate properly completed and
executed in accordance with the provisions set forth on this Warrant
Certificate. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number
of Warrants evidenced hereby, there shall be issued to the holder hereof a
new Warrant Certificate evidencing the number of Warrants not exercised. No
adjustment shall be made for any dividends on any Common Stock issuable
upon exercise of this Warrant.
Warrant Certificates, when surrendered at the principal corporate
office of the Trustee by the registered holder thereof in person or by
legal representative or attorney duly authorized in writing, may be
exchanged without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor evidencing in the
aggregate a like number of Warrants.
The Trustee may deem and treat the registered holder(s) hereof as
the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and the Trustee shall not be affected
by any notice to the contrary. Neither the Warrants nor this Warrant
Certificate entitles any holder hereof to any rights of a stockholder of
the Company.
In the event of the death of the Warrant Holder the personal
representatives of the Warrant Holder shall be entitled to exercise the
outstanding Warrants in full at any time during the period commencing on
and including the date of death and ending on the date which is three
calendar months after such date.
If the outstanding shares of Common Stock are subdivided,
consolidated, increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization, reclassification, capital
adjustment or otherwise, or if the Company issues Common Stock as a
dividend or upon a stock split, or if there is a distribution upon the
Common Stock of the Company by way of a spin-off of any shares of capital
stock or other securities of any subsidiary or other corporation or entity,
then the number and kind of shares or securities subject to the Warrants
shall be appropriately adjusted so that after the record date for
determination of the holders of Common Stock of the Company entitled to
participate in any such event, the Warrant Holder shall be entitled to
receive such kind and number of shares of Common Stock of the Company or
other securities as he would have been entitled to receive had he owned the
Common Stock issuable upon exercise of the Warrants on that record date.
In any case where the Trustee of the Company or any company within
the same group of companies as the Company is obliged to account:
(a) for any tax (or similar liabilities) (in any jurisdiction) for
which the Warrant Holder is liable by virtue of the exercise of the
Warrants; and/or
(b) for any employees (but not employers) social security
contributions recoverable from the person in question (together the
"Tax Liability") the Trustee or relevant company may recover
the tax from the Warrant Holder in such manner as the Trustee or relevant
company shall think fit and (without prejudice to the generality of the
foregoing) no Common Stock shall, unless the Trustee or relevant company
otherwise agrees, be issued or transferred to the Warrant Holder unless the
Warrant Holder has either:
(i) made a payment to the Trustee or relevant company of an amount
equal to the Tax Liability; or
(ii) entered into arrangements with the Trustee or relevant company
to secure that such a payment is made (whether by authorising the Trustee
to procure the sale or some or all of the shares of Common Stock on his
behalf and authorising the payment to the Trustee or relevant company of
the relevant amount out of the proceeds of sale or otherwise).
If the Warrant Holder shall not have complied with all his
obligations under this clause in respect of any exercise of the Warrant
within 10 days of the date on which the relevant shares of Common Stock
were otherwise due to be issued or transferred to him, such part of the
Option which the Optionholder has so exercised shall (unless the Trustee
otherwise agrees) lapse and the Optionholder shall thereupon cease to have
any entitlement to such Option Shares.
Form of Election to Exercise
(To Be Executed Upon Exercise Of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive shares of Common Stock.
The undersigned requests that a certificate for such shares be
registered in the name ___________________, whose address is __________________
and that shares be delivered to _____________________________________ whose
address is _________________________________________.
If said number of shares is less than all of the shares of Common
Stock available hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares be registered
in the name of _________________, whose address is ___________________________,
, and that such Warrant Certificate be delivered to
whose address is __________________________________________.
Date: _______________
Your Signature:
(Sign exactly as your name appears on the
face of this Warrant)
Signature Guarantee:
EXHIBIT 5.1
NTL INCORPORATED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
October 18, 1999
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: NTL Incorporated's Registration Statement on Form S-8
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary of NTL
Incorporated, a Delaware corporation (the "Company"), and am familiar with
the proceedings taken by the Company in connection with (a) the
Registration Statement on Form S-8 (the "Registration Statement") which the
Company is filing to register 58,963 shares of its common stock, par value
$.01 per share (the "Common Stock"), under the Securities Act of 1933, as
amended (the "Securities Act"), issuable under the Form of Warrant
Agreement between the Optionholder, Premium TV Limited ("Premium"), NTL
Digital Limited, NTL Communications Corp., De Facto 770 Limited (as trustee
of The NTL Incorporated Employee Incentive Trust) (the "Trust") and the
Company (the "Warrant Agreement") to the Optionholder who has been granted
an option (the "Warrant") pursuant to the Warrant Agreement, which warrant
is in exchange for an option previously granted to the Optionholder by
Premium in terms of the share option agreement, dated as of July 3, 1998,
between the parties to the Warrant Agreement (other than the Trust), and
(b) the Rights Agreement, dated as of October 13, 1993, between the Company
and Continental Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agreement"), which provides for one right (each, a "Right") to
purchase shares of the Company's Series A Junior Participating Preferred
Stock to be attached to and issued with each share of Common Stock.
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
As General Counsel of the Company, I have general supervision over
the Company's legal affairs. In such capacity, I have examined and am
familiar with originals or copies of (i) the Restated Certificate of
Incorporation and By-laws of the Company, as currently in effect, (ii)
resolutions of the Board of Directors of the Company relating to the
Warrant Agreement and the Registration Statement (iii) the Registration
Statement to be filed with the Securities and Exchange Commission (the
"Commission") on the date hereof, (iv) the Warrant Agreement, (v) the
Rights Agreement, and (vi) such other documents as I have deemed necessary
or appropriate as a basis for the opinions set forth below.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In
examining documents executed or to be executed by parties other than the
Company, I have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other,
and execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. As to any facts
material to the opinions expressed herein which I did not independently
establish or verify, I have relied upon certificates, statements or
representations of officers and other representatives of the Company,
public officials and others.
I am admitted to the Bar of the State of New York, and I do not
express any opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that:
1. The shares of Common Stock, when issued under the circumstances
contemplated by the Registration Statement, will be validly issued, fully
paid and nonassessable.
2. The Rights, when issued in accordance with the Rights Agreement,
will be validly issued.
I hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In giving such consent, I do
not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules or regulations
of the Commission thereunder.
Very truly yours,
/s/ Richard J. Lubasch
_________________________________
Richard J. Lubasch
Executive Vice President, General Counsel
and Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated
March 26, 1999, with respect to the consolidated financial statements and
schedule of NTL Communications Corp. (formerly known as NTL Incorporated)
included in its Annual Report (Form 10-K) for the year ended December 31,
1998, filed with the Securities and Exchange Commission in the Registration
Statement (Form S-8) of NTL Incorporated for the registration of 58,963
shares of its common stock.
ERNST & YOUNG LLP
New York, New York
October 15, 1999
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of NTL Incorporated on Form S-8 of our report dated February 27, 1998,
appearing in the NTL Incorporated Proxy Statement dated January 29, 1999,
on the consolidated financial statements as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997 of
Comcast UK Cable Partners Limited and subsidiaries.
Philadelphia, Pennsylvania
October 15, 1999
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of NTL Incorporated on Form S-8 of our report dated February 27, 1998
(March 16, 1998 as to Note 3), appearing in the NTL Incorporated Proxy
Statement dated January 29, 1999, on the consolidated financial statements
as of December 31, 1997 and 1996 and for each of the three years in the
period ended December 31, 1997 of Birmingham Cable Corporation Limited and
subsidiaries.
Birmingham, England
October 15, 1999
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement
of NTL Incorporated on Form S-8 of our report dated February 27, 1998,
appearing in the NTL Incorporated Proxy Statement dated January 29, 1999,
on the consolidated financial statements as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997 of
Cable London PLC and subsidiaries.
London, England
October 15, 1999
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated June 5, 1998 (except Note 10 as
to which the date is July 16, 1998) with respect to the financial
statements of ComTel UK Finance B.V., and of our report dated June 5, 1998
(except Note 9 as to which the date is July 16, 1998) with respect to the
combined financial statements of Telecential Communications (Canada)
Limited and Telecential Communications (UK) Limited, incorporated by
reference in the Registration Statement on Form S-8 to be filed by NTL
Incorporated in respect of its common stock to be issued pursuant to the
warrant agreement dated June 14, 1999.
Deloitte & Touche
Chartered Accountants
Bracknell, England
October 15, 1999
EXHIBIT 23.6
15 October 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
Statement of NTL Incorporated on Form S- 8, of our report, dated 5 June
1998, except for Note 10 as to which the date is 16 July 1998, on our audit
of the Combined Financial Information of ComTel UK Finance B.V. as of and
for the year ended 31 December 1996.
Coopers & Lybrand
Chartered Accountants
London, United Kingdom
