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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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<S> <C>
DELAWARE 13-4105887
(State of Incorporation) (I.R.S. Employer Identification No.)
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110 EAST 59TH STREET, NEW YORK, N.Y. 10022
(Address of Principal Executive Offices; Zip Code)
NTL INCORPORATED 1998 NON QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
RICHARD J. LUBASCH, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NTL INCORPORATED
110 EAST 59TH STREET NEW YORK, N.Y. 10022 (212)906-8440
(Name, Address 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, N.Y. 10022 (212) 735-3000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2)(3) PRICE(3) FEE(4)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share (including Series
A Junior Participating
Preferred Stock Purchase
Rights)(5)(6)............... 60,000,000 $40.219 $2,413,140,000 $637,069
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(1) This Registration Statement (this "Registration Statement") covers shares
of Common Stock of NTL Incorporated (the "Registrant") which may be offered
or sold from time to time pursuant to the NTL Incorporated 1998 Non
Qualified Stock Option Plan (as amended from time to time, the "Plan").
(2) 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 the Registrant on
Incorporated the New York Stock Exchange on November 8, 2000.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act.
(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.
(6) Pursuant to Rule 416 this Registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Plan.
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EXPLANATORY NOTE
This registration statement is being filed by the registrant, NTL
Incorporated, a Delaware corporation, to register 60,000,000 additional shares
of NTL Incorporated's common stock, par value $0.01 per share (including Series
A Junior Participating Preferred Stock Purchase Rights) in connection with the
NTL Incorporated 1998 Non Qualified Stock Option Plan. 15,000,000 shares of the
common stock previously offered in connection with the plan were registered in a
Registration Statement on Form S-8 (File No. 333-76601) dated April 20, 1999 and
amended by post effective Amendment No. 1 to the Registration Statement dated
July 14, 2000. The contents of the earlier registration statement are hereby
incorporated by reference in this Registration Statement. Additionally, the
following documents, which have been filed by NTL Incorporated with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended, are incorporated by reference in this registration statement
as of their respective dates:
(A) NTL (Delaware), Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999, dated March 17, 2000 amended by Form 10-K/A-1,
dated August 29, 2000;
(B) NTL (Delaware), Inc.'s Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2000, dated May 11, 2000 and for the quarter ended
June 30, 2000 dated August 10, 2000;
(C) NTL (Delaware), Inc.'s Current Reports on Form 8-K dated: January 6,
2000 (filed January 21, 2000), January 25, 2000 (filed January 25,
2000), February 4, 2000 (filed February 10, 2000), February 15, 2000
(filed February 16, 2000), February 17, 2000 (filed February 22,
2000), March 16, 2000 (filed March 29, 2000), March 16, 2000 (filed
May 10, 2000), April 27, 2000 (filed April 27, 2000), May 4, 2000
(filed May 4, 2000), May 10, 2000 (filed May 16, 2000), May 18, 2000
(filed May 19, 2000), August 3, 2000 (filed August 7, 2000), and
August 7, 2000 (filed August 10, 2000);
(D) NTL (Delaware), Inc.'s Definitive Proxy Statement on Schedule 14A
dated February 11, 2000;
(E) NTL (Delaware), Inc.'s Definitive Proxy Statement on Schedule 14A
dated April 27, 2000;
(F) NTL Incorporated's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, dated August 10, 2000;
(G) NTL Incorporated's Current Reports on Form 8-K dated: May 17, 2000
(filed May 30, 2000 as amended July 13, 2000, August 25, 2000, August
30, 2000 and October 10, 2000), May 18, 2000 (filed May 19, 2000), May
30, 2000 (filed May 30, 2000), August 3, 2000 (filed August 7, 2000),
August 4, 2000 (filed August 10, 2000), October 18, 2000 (filed
October 18, 2000), October 24, 2000 (filed October 24, 2000), October
27, 2000 (filed October 27, 2000), November 1, 2000 (filed November 1,
2000) and November 2, 2000 (filed November 3, 2000); and
(H) NTL Incorporated's Preliminary Proxy Statement on Schedule 14A dated
June 30, 2000;
All documents subsequently filed by NTL Incorporated 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 in this registration statement and to be
a part of this registration statement from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement 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.
2
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ITEM 8. EXHIBITS.
5.1 Opinion of Richard J. Lubasch, Esq. regarding the legality of the
securities registered.
23.1 Consent of Richard J. Lubasch, Esq. (included as part of Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen.
23.4 Consent of PricewaterhouseCoopers AG.
24 Powers of Attorney (included on the signature page of this
registration statement).
3
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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 9th day of
November, 2000.
NTL INCORPORATED
/s/ RICHARD J. LUBASCH
By:
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Richard J. Lubasch
Executive Vice President,
General Counsel and Secretary
KNOWN TO ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Richard J. Lubasch as his true and lawful
attorney-in-fact, with full power of substitution and resubstitution for him and
on his behalf, and in his name, place and stead, in any and all capacities, to
sign any amendments to this Registration Statement (including any post-
effective amendments), and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
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NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ GEORGE S. BLUMENTHAL Chairman of the Board, Treasurer and November 9, 2000
------------------------------------------ Director
George S. Blumenthal
/s/ BARCLAY KNAPP President, Chief Executive Officer November 9, 2000
------------------------------------------ and Director
Barclay Knapp
/s/ JOHN F. GREGG Senior Vice President and Chief November 9, 2000
------------------------------------------ Financial Officer
John F. Gregg
/s/ GREGG N. GORELICK Vice President -- Controller November 9, 2000
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Gregg N. Gorelick
/s/ MICHAEL J. BERTINETTO Director November 9, 2000
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Michael J. Bertinetto
/s/ ROBERT T. GOAD Director November 9, 2000
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Robert T. Goad
/s/ BERNARD P. IZERABLE Director November 9, 2000
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Bernard P. Izerable
/s/ SIDNEY R. KNAFEL Director November 9, 2000
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Sidney R. Knafel
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NAME TITLE DATE
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<C> <S> <C>
/s/ TED H. MCCOURTNEY Director November 9, 2000
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Ted H. McCourtney
/s/ DEL MINTZ Director November 9, 2000
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Del Mintz
/s/ ALAN J. PATRICOF Director November 9, 2000
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Alan J. Patricof
/s/ WARREN POTASH Director November 9, 2000
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Warren Potash
/s/ JEAN-LOUIS VINCIGUERRA Director November 9, 2000
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Jean-Louis Vinciguerra
/s/ MICHAEL S. WILLNER Director November 9, 2000
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Michael S. Willner
/s/ GRAHAM WALLACE Director November 9, 2000
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Graham Wallace
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1 Opinion of Richard J. Lubasch, Esq. regarding the legality
of the securities registered.
23.1 Consent of Richard J. Lubasch Esq. (included as part of
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen.
23.4 Consent of PricewaterhouseCoopers AG.
24 Powers of Attorney (included on the signature page of this
registration statement).
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