As filed with the Securities and Exchange Commission on July 14, 2000
Registration No. 333-63615
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
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 13-410-5887
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
110 East 59th Street
New York, New York 10022
(212) 906-8440
(Address and Telephone Number of Principal Executive Offices)
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 of Agent for Service)
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Copies To:
Thomas H. Kennedy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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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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POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3
This post-effective amendment No. 2 to Registration Statement on Form
S-3 (No. 333-63615) is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended, to reflect the completion by NTL
Incorporated, a Delaware corporation, of a corporate restructuring to
create a holding company structure. The holding company organizational
structure was effected pursuant to an agreement and plan of merger among
NTL Incorporated ("NTL"), NTL Holdings Incorporated, a Delaware corporation
("Holdco") and Holdings Merger Sub Inc., a Delaware corporation ("Merger
Sub") and wholly-owned subsidiary of Holdco. The merger agreement provides
for, among other things, the merger of Merger Sub 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 May 18, 2000, NTL
became a direct wholly-owned subsidiary of Holdco. Immediately following
the merger NTL changed its name to NTL (Delaware), Inc., and 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
(Delaware) Inc.
As a result of the merger, all outstanding shares of NTL were converted
into shares of the holding company with the same voting powers,
designations, preferences and rights, and the same qualifications,
restrictions, and limitations, as the shares of NTL previously held by
stockholders prior to the holding company merger. The shares of the holding
company will continue to be represented by the same stock certificates that
previously represented shares of NTL capital stock prior to the holding
company merger.
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 or warrant agreement 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 14th day of July 2000.
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 14th day of July, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ George S. Blumenthal
------------------------------ Chairman of the Board, Treasurer and Director
George S. Blumenthal
/s/ J. Barclay Knapp
------------------------------ President, Chief Executive Officer and
J. Barclay Knapp Director
/s/ John F. Gregg
------------------------------ Senior Vice President and Chief Financial Officer
John F. Gregg
/s/ Gregg N. Gorelick
------------------------------ Vice President - Controller
Gregg N. Gorelick
------------------------------ Director
Michael J. Bertinetto
/s/ Robert T. Goad
------------------------------ Director
Robert T. Goad
------------------------------ Director
Bernard Izerable
/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
------------------------------ Director
Graham Wallace
/s/ Michael S. Willner
------------------------------ Director
Michael S. Willner
</TABLE>
