REGISTRATION NO. 333-
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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 52-1822078
(State of incorporation) (I.R.S. employer identification no.)
110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
(Address of principal executive offices; zip code)
NTL INCORPORATED NONQUALIFIED STOCK OPTION AGREEMENTS
(Full title of the Plan)
RICHARD J. LUBASCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NTL INCORPORATED
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 906-8480
(Name, address and telephone number, including area code, of agent for service)
Copies to:
THOMAS H. KENNEDY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Regis-
Registered Registered Offering Price Aggregate Offering tration Fee (3)
Per Share(1)(2) Price (2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,350,000 $31.375 $42,356,250 $12,495.09
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights)(4)
================================================================================================================================
</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 on the Nasdaq Stock Market's National Market on January 20, 1998.
(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) 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.
<PAGE>
Pursuant to Instruction E of Form S-8 with respect to the registration of
additional securities, the Registration Statement dated December 7, 1992 of the
registrant's predecessor company, OCOM Corporation, a Delaware corporation,
filed on Form S-8 (File No. 33-55448), and all exhibits thereto, and the
Registration Statements, dated May 12, 1994 and September 26, 1996, of the
registrant's predecessor company, International CableTel Incorporated, filed on
Form S-8 (File Nos. 33-78848 and 333-13007), and all exhibits thereto, are
incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5 Opinion of Richard J. Lubasch, Esq. regarding the
legality of the securities being registered
23.1 Consent of Richard J. Lubasch, Esq. (included as
part of Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
Page 2 of 17 Pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 22nd day of
January, 1998.
NTL INCORPORATED
By: /s/ Richard J. Lubasch
-------------------------------------
Richard J. Lubasch
Senior Vice President-General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Name Title Date
* Chairman of the Board, Chief January 22, 1998
- -------------------- Executive Officer and Treasurer
George S. Blumenthal (Principal Executive Officer)
* President, Chief Operating and January 22, 1998
- -------------------- Financial Officer and Director
J. Barclay Knapp (Principal Financial Officer)
* Vice President-Controller January 22, 1998
- -------------------- (Principal Accounting Officer)
Gregg Gorelick
* Director January 22, 1998
- --------------------
Sidney R. Knafel
Page 3 of 17 Pages
<PAGE>
* Director January 22, 1998
- --------------------
Ted H. McCourtney
* Director January 22, 1998
- --------------------
Del Mintz
* Director January 22, 1998
- --------------------
Alan J. Patricof
* Director January 22, 1998
- --------------------
Warren Potash
* Director January 22, 1998
- --------------------
Michael S. Willner
* By: /s/ Richard J. Lubasch
--------------------------
Richard J. Lubasch
Attorney-in-Fact
Page 4 of 17 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
5 Opinion of Richard J. Lubasch, Esq. 6
regarding the legality of the securities
being registered
23.1 Consent of Richard J. Lubasch, Esq.
(included as part of Exhibit 5)
23.2 Consent of Ernst & Young LLP 8
24 Powers of Attorney 9
Page 5 of 17 Pages
EXHIBIT 5
[NTL INCORPORATED LETTERHEAD]
January 22, 1998
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: NTL Incorporated
Registration Statements on Form S-8
-----------------------------------
Gentlemen:
I am Senior 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 (i) the Registration
Statements on Form S-8 (the "Registration Statements") which the Company is
filing to register (a) 1,350,000 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 certain non-qualified stock option agreements
(the "Agreements") and (b) 1,600,000 shares of the Common Stock, under the
Securities Act, issuable under the Company's 1993 Stock Option Plan (the "Plan")
and (ii) the Stockholder Rights Agreement, dated as of May 26, 1993, between the
Company and Continental Stock Transfer & Trust company, as Rights Agent (the
"Rights Agreement"), which provides for one right (the "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.
In connection with this opinion, I have examined and am familiar with
originals or copies of (i) the Restated Certificate of Incorporation and
By-laws of the Company, (ii) resolutions of the Board of Directors of the
Company relating to the Plan, the Agreements and the Registration
Statements, (iii) resolutions of the stockholders of the Company with
Page 6 of 17 Pages
<PAGE>
Securities and Exchange Commission
January 22, 1998
Page Two
respect to the Plan, (iv) the Registration Statements, (v) the Plan, (vi) the
Agreements, (vii) the Rights Agreement and (viii) such other documents as I have
deemed necessary or appropriate as a basis for the opinions set forth below.
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 Statements, 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 Securities and
Exchange Commission as an exhibit to each of the Registration Statements.
Very truly yours,
/s/ Richard J. Lubasch
Richard J. Lubasch
Senior Vice President-General
Counsel & Secretary
Page 7 of 17 Pages
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of NTL Incorporated, for the registration of 1,350,000 shares of its
Common Stock (including Series A Junior Participating Preferred Stock Purchase
Rights) pertaining to the NTL Incorporated Nonqualified Stock Option Agreements,
of our report dated March 27, 1997, with respect to the consolidated financial
statements and schedule of NTL Incorporated included in its Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission, that has been incorporated by reference in the Registration
Statements (Forms S-8 Nos.; 33-55448, 33-78848 and 333-13007) dated December 7,
1992, May 12, 1994 and September 26, 1996, respectively.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
January 21, 1998
Page 8 of 17 Pages
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ George S. Blumenthal
-------------------------------
George S. Blumenthal
January 21, 1998
Page 9 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ J. Barclay Knapp
--------------------------------
J. Barclay Knapp
January 21, 1998
Page 10 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Gregg Gorelick
-------------------------------
Gregg Gorelick
January 21, 1998
Page 11 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Sidney R. Knafel
--------------------------------
Sidney R. Knafel
January 21, 1998
Page 12 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Ted H. McCourtney
-----------------------------
Ted H. McCourtney
January 21, 1998
Page 13 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Del Mintz
------------------------------
Del Mintz
January 21, 1998
Page 14 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Alan J. Patricof
--------------------------------
Alan J. Patricof
January 21, 1998
Page 15 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Warren Potash
-----------------------------
Warren Potash
January 21, 1998
Page 16 of 17 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the NTL Incorporated Nonqualified Stock Option Agreements and to
file the same, together with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Michael S. Willner
-------------------------------
Michael S. Willner
January 21, 1998
Page 17 of 17 Pages
