8-K 1 jl8k_telewest.txt ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM 8-K ----------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------- DECEMBER 21, 2005 Date of Report DECEMBER 19, 2005 Date of Earliest Event Reported ----------------------------------- TELEWEST GLOBAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-50886 59-3778247 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 160 GREAT PORTLAND STREET LONDON W1W 5QA, UNITED KINGDOM (Address of principal executive offices) +44-20-7299-5000 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 19, 2005, the Company agreed to amend the terms of outstanding nonqualified stock options held by each of Anthony (Cob) W.P. Stenham, its Chairman; Eric J. Tveter, its President and Chief Operating Officer; Stephen S. Cook, its Vice President, Group Strategy Director and General Counsel; and Neil R. Smith, its Vice President and Chief Financial Officer. Each of these individuals holds options to purchase shares of common stock of the Company with an exercise price of $0.01 per share. The amendment provides that, as to any portion of the options that vests in 2005, the holder will exercise that portion of the option on or before March 15, 2006. The amendment to these options provides further that, as to any portion of the options that vests in 2006 or in a later calendar year, the holder will exercise that portion of the option on the day of vesting. In order to facilitate these exercises, the Company will, at the holder's request, deduct from the number of shares to be issued upon any such exercise a number of shares of common stock with a fair market value equal to the taxes required to be withheld by reason of the exercise. The purpose of these amendments is to cause the options so amended to comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended. The terms and conditions of the amendment of the applicable options are evidenced by the form of Amendment to Nonqualified Stock Option Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. ITEM 9.01. EXHIBITS EXHIBIT DESCRIPTION ----------------- ------------------------------------------------------------ 10.1 Form of Amendment to Nonqualified Stock Option Agreement, dated as of December 19, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 20, 2005 TELEWEST GLOBAL, INC. By: /s/Clive Burns --------------------------- Name: Clive Burns Title: Company Secretary EXHIBIT INDEX EXHIBIT DESCRIPTION ----------------- ------------------------------------------------------------ 10.1 Form of Amendment to Nonqualified Stock Option Agreement, dated as of December 19, 2005