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
Date
of Report (Date of earliest event reported): April 17,
2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
April
17, 2006, Charter Communications, Inc. ("Charter") amended its 2005 Executive
Cash Award Plan for eligible participants hired in 2006. As originally
adopted,
the Plan provided that each participant be granted an award which represents
an
opportunity to receive cash payments based on the participant's salary
in 2005
through 2009. As amended, the Plan will provide that each new participant
hired
in 2006, be granted an award based on the participant's salary in 2006
through
2010. Thus, an award for any new participant will be credited in book entry
format to a participant's account in an amount equal to 100% of a participant's
base salary on the date of Plan approval in 2006 and 20% of participant's
base
salary in each year 2007 through 2010, based on that participant's base
salary
as of May 1 of the applicable year. The Plan awards will vest at the rate
of 50%
of the plan award balance at the end of 2008 and 100% of the plan award
balance
at the end of 2010. Other provisions of the Plan remain the same.
The
2005
Executive Cash Award Plan, amended for 2006, is attached as Exhibit
10.1.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
April
18, 2006, the Board of Directors of Charter elected Rajive Johri as a Class
B
Director of Charter. Mr. Johri, 56, is the
President of First
National Bank of Omaha’s credit card business and has more than 30 years of
leadership experience in marketing and business strategy.
Mr. Johri holds a Bachelor of Technology in Mechanical Engineering from
the
Indian Institute of Technology and an M.B.A. from the Indian Institute
of
Management. Mr.
Johri
was also elected a member of Charter's Audit Committee, replacing Mr. John
Tory,
who resigned from the Audit Committee due to other time demands.
Mr.
Tory,
who had previously announced that he intended to resign from the Board
of
Directors, has agreed to remain as a director of Charter.
A
press release announcing Mr. Johri's
election is filed herewith as Exhibit 99.1.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
April
18, 2006, the Board of Directors of Charter adopted an amendment to Section
3.2
of Charter's Bylaws. The amendment increases the number of Charter's Directors
from 11 to 12, until changed by resolution of the Board of Directors. The
amendment also clarifies that the holders of Charter's Class B common stock
shall elect all Charter directors except for one director who shall be
elected
by the holders of the Class A and Class B common stock, voting as one
class.
The
amendment to Charter's Bylaws is attached hereto as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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| 3.1 | Ninth Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of April 18, 2006.* | |
| 10.1 | The 2005 Executive Cash Award Plan, amended for 2006.* | |
| 99.1 | Press release dated April 21, 2006.* |
* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
April 21, 2006
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|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
| 3.1 | Ninth Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of April 18, 2006.* | |
| 10.1 | The 2005 Executive Cash Award Plan, amended for 2006.* | |
| 99.1 | Press release dated April 21, 2006.* |
* filed
herewith
Exhibit
3.1
9th
AMENDMENT TO THE AMENDED AND RESTATED
BYLAWS
OF
CHARTER
COMMUNICATIONS, INC.
The
Amended and Restated Bylaws of the Corporation, are amended as follows effective
April 18, 2006:
ARTICLE
III - DIRECTORS
SECTION
3.2 Number;
Terms and Vacancies.
The
number of Directors, which shall constitute the whole Board, shall be fixed
at
twelve (12) persons, until changed from time to time by resolution of the Board
or by the stockholders. All directors shall be elected by the holders of the
Class B Common Stock (the "Class
B Directors"),
except for one (1) director, which will be elected by the holders of the Class
A
Common Stock and Class B Common Stock, voting together as one class (or if
any
holders of shares of Preferred Stock are entitled to vote thereon together
with
the holders of Common Stock, as one class with such holders of shares of
Preferred Stock), (the "Class
A/B Director").
Any
vacancies on the Board resulting from death, resignation, disqualification,
removal or other cause shall be filled in the manner provided in the Certificate
of Incorporation.
CERTIFICATE
OF ASSISTANT SECRETARY
The
undersigned certifies:
(1)
That
the undersigned is duly elected and acting Assistant Secretary of Charter
Communications, Inc., a Delaware corporation; and
(2)
that
the foregoing 9th
Amendment to the Amended and Restated Bylaws of the Corporation was adopted
by
the Board on the 18th day of April 2006.
IN
WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
the
Corporation this 21st day of April 2006.
/s/
Shannon R. Dunham
Shannon
R. Dunham, Assistant Secretary
Exhibit
10.1
Charter
Communications, Inc.
2005
Executive Cash Award Plan
June
2005
Amended
for 2006
Charter
Communications, Inc.
2005
Executive Cash Award Plan Amended for 2006
Article
1. Establishment and Purpose.
The
Compensation Committee of the Board of Directors of Charter Communications,
Inc.
("Committee") hereby establishes the Charter Communications, Inc. 2005 Executive
Cash Award Plan ("Plan") effective as of January 1, 2005, adopted June 2005
and
amended for 2006. The purpose of the Plan is to provide greater incentive to,
and retain the services of, certain Board-designated officers of Charter
Communications, Inc. and its subsidiaries and affiliates as now or hereinafter
constituted to achieve the highest level of individual performance and
contribute to the success of the Company.
Article
2. Eligibility.
Select
Officers of the Company or any of its subsidiaries or affiliates, as recommended
by the CEO and approved by the Committee, shall be eligible to participate
in
this Plan.
Article
3. Administration of the Plan.
The
Committee shall have full responsibility and authority to interpret and
administer the Plan, including the power to promulgate rules of Plan
administration, the power to settle any disputes as to rights or benefits
arising from the Plan, the power to appoint agents and delegate its duties,
and
the power to make such decisions or take such actions as the Committee, in
its
sole discretion, deems necessary or advisable to aid in the proper
administration of the Plan. Actions and determinations by the Committee shall
be
final, binding, and conclusive for all purposes of the Plan.
Article
4. Participants.
As
soon
as feasible after the adoption of this Plan, the Committee shall designate
from
the eligible officers those who will participate in the Plan.
Article
5. Grants of Plan Awards.
Each
individual selected as a Participant will be granted a Plan Award which
represents an opportunity to receive cash payments in accordance with, and
subject to the terms and conditions of, this Plan. For each Participant who
is
granted a Plan Award, a Plan Award Account will be established. A Participant’s
Plan Award Account will be credited in a book entry format with the following
amounts as of the participant’s hire date in 2006, based upon a Participant’s
Base Salary as of their hire date.
1
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Year
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Amount
Credited as of May 1 of the Year
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2006
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100%
of Base Salary
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2007
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20%
of Base Salary
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2008
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20%
of Base Salary
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2009
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20%
of Base Salary
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2010
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20%
of Base Salary
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Article
6. Vesting and Payment(s) of Plan Awards.
(a)
A
Participant will only be entitled to receive payment(s) from his or her Plan
Award Account balance pursuant to the Participant’s Plan Award if he or she
remains employed by the Company continuously from the date of his or her initial
participation through the end of the calendar year in which his or her Plan
Award Account becomes vested, and only to the extent the Plan Award Account
becomes vested, in accordance with the following schedule. Payment of such
vested amount will be made within two and one half months of the end of the
applicable year after, provided that all conditions to payment are
satisfied:
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Year
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Vested
Portion of Balance of Plan Award Account as of Year End that is Vested
and
Shall be Paid Out
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2006
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0%
of Plan Award Account Balance
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2007
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0%
of Plan Award Account Balance
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2008
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50%
of Plan Award Account Balance
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2009
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0%
of Plan Award Account Balance
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2010
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100%
of Plan Award Account Balance
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(b)
Notwithstanding the above schedule, should a Participant’s employment terminate
due to death or Disability (as that term is defined in Article 15 below), the
Participant shall be paid: (1) the balance of the Participant’s Plan Award
Account as of the end of the calendar year prior to the calendar year in which
the Participant’s employment terminated, and (2) a prorated portion of the
amount to be credited to the Participant’s Plan Award Account for the calendar
year in which the Participant’s employment terminated equal to the amount
otherwise to be credited for that calendar year in accordance with Article
5,
multiplied by a fraction, the numerator of which is the total number of months,
full or partial, that the Participant was employed during the applicable year,
and the denominator of which is twelve (12).
Except
as
provided above in the event of death or Disability, if a Participant’s
employment with the Company and its subsidiaries and affiliates terminates
for
any reason before the day on which all or a portion of the Participant’s Plan
Award Account becomes vested, the Participant shall forfeit the right to receive
any amount that has not previously become vested in accordance with the schedule
described above.
2
Article
7. Conditions To Payment, Nonalienation of Benefits.
(a)
A
Participant’s eligibility for, and right to receive, any payment from the
Participant’s Plan Award Account under this Plan (except in the event of the
Participant’s intervening death) is conditioned upon:
(1)
the
Participant first executing and delivering to Charter an Acceptance Agreement
("Agreement") in form and substance satisfactory to Charter’s legal counsel,
effectively releasing and giving up all claims the Participant may have against
the Company (and each of their respective controlling shareholders, employees,
directors, officers, plans, fiduciaries, insurers and agents) arising out of
or
based upon any facts or conduct occurring prior to the date on which the
Agreement is executed and containing additional restrictions on post-employment
use of confidential information, non-competition and non-solicitation and
recruitment of customers and employees which are the same as are contained
in
the standard form employment agreement for executive officers then used by
the
Company (or if no such agreement then exists, the most recent form of employment
agreement used by the Company for one or more executive officers containing
any
such restrictions). The Agreement will be drafted by Charter, will be based
upon
the standard form employment agreement, if any, then being utilized by Charter
for executive separations when severance is being paid (with such additional
restrictions as to use and disclosure of confidential information, non
competition and non solicitation and recruitment of customers and employees),
and will be provided to the Participant within ten (10) business days after
the
Participant is eligible to receive a payment. The Agreement will require the
Participant, after his or her employment terminates, to consult with Company
representatives and/or voluntarily appear as a witness for trial or deposition
(including the preparation for any such testimony) in connection with any claim
which may be asserted by or against the Company, any investigation or
administrative proceeding, any matter relating to a franchise, or any business
matter concerning the Company or any of its transactions or operations in which
the Participant was directly or indirectly involved or about which the
Participant may have relevant factual knowledge or information; and
(2)
the
Participant executing and delivering the Agreement to Charter within twenty-one
(21) days after delivery of the document (or such other time period as may
be
established for persons under the age of forty (40) or as may be required by
applicable law), and all conditions to the effectiveness of that agreement
and
the releases contemplated thereby having been satisfied (including, without
limitation, the expiration of any applicable revocation period without revoking
acceptance).
(b)
Neither Plan Awards nor any other right or benefit under this Plan shall be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance,
or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber,
or charge the same shall be void and shall not be recognized or given effect
by
the Company or the Committee.
Article
8. No Deferrals.
3
No
deferral of compensation (as defined under U.S. Internal Revenue Code Section
409A or guidance thereto) is intended under this Plan.
Article
9. Funding.
No
promises made under this Plan shall be secured by any specific assets of the
Company, nor shall any assets of the Company be designated as attributable
or
allocated to the satisfaction of such promises. Payments under this Plan shall
be made from the Company’s general assets.
Article
10. Non-exclusivity Of This Plan.
The
adoption
of this Plan shall not be construed as creating any limitations on the power
of
the Company’s Board of Directors or the Committee to adopt such other
compensation arrangements as either may deem desirable for any Participant.
Article
11. No Employment Rights.
The
adoption of this Plan, and designating any employee as a Participant, shall
not
be construed as granting a Participant any right to employment for any specific
period of time.
Article
12. Amendment, Suspension, or Termination of Plan.
The
Board
or Committee may from time to time amend, suspend, or terminate the Plan, in
whole or in part, except that (a) no such amendment, suspension, or termination
shall materially adversely affect the rights of any Participant in respect
of
any Plan Award previously vested and not yet paid, and (b) if the Plan is
terminated, then a Participant who is employed as of the time this termination
occurs shall be paid, subject to the provisions of Article 7, an amount equal
to
(i) the amount the Participant would have been entitled to under the Plan if
the
Participant had been employed through December 31, 2010 (assuming that the
Participant’s Base Salary for purposes of the initial contribution is the
Participant’s Base Salary in effect as of the date the Participant first becomes
included in the Plan, and that it would increase by 3.5% annually thereafter),
multiplied by a fraction, the numerator of which is the number of full months
between the effective date of the Plan and the date the Plan terminated, and
the
denominator of which is 60, less (ii) any payments previously made to the
Participant under the Plan and any Plan Award vested but not yet paid under
the
Plan (but which otherwise is required to be paid notwithstanding termination
of
the Plan). This amount will be paid out in a lump sum within sixty (60) days
after the Plan terminates and all conditions to payment specified in Article
7
are satisfied, but in no event later than two and one-half months after the
end
of the calendar year in which all the conditions to payment are
satisfied.
4
Article
13. No Constraint on Corporate Action.
Nothing
in this Plan shall be construed to: (i) limit, impair, or otherwise affect
the
Company’s right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge
or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
business or assets; or, (ii) limit the right or power of the Company to take
any
action which such entity deems to be necessary or appropriate.
Article
14. Governing Law, Effect, Forum.
The
Plan
and each Plan Award shall be governed by the laws of the State of Missouri,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Plan to the substantive law of
another jurisdiction. Recipients of a Plan Award under this Plan are deemed
to
submit to the exclusive jurisdiction and venue of the United States District
Court for the Eastern District of Missouri (if federal jurisdiction exists)
and
the St. Louis County Circuit Court, to resolve any and all issues that may
arise
out of or relate to this Plan or any related Plan Award and to have waived
any
objection that any such federal or state court is not a proper or convenient
forum. Payments received under this Plan will not constitute or be deemed
compensation for purposes of any other benefit plan of the Company.
Article
15. Definitions.
For
purposes of this Plan, the following definitions will control:
|
a.
|
"Base
Salary" means the salary of record paid to a Participant as an annual
rate
of salary, excluding amounts received under an annual incentive plan
or
other incentive or bonus plan or compensation, and excluding any
amounts
payable as benefits.
|
|
b.
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"Board"
means the Board of Directors of
Charter.
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c.
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"Committee"
means the Compensation Committee of the Board or a subcommittee thereof,
or any other committee designated by the Board to administer this
Plan.
The members of the Committee shall be appointed from time to time
by and
shall serve at the discretion of the Board. If the Committee does
not
exist or cannot function for any reason, the Board may take any action
under the Plan that would otherwise be the responsibility of the
Committee.
|
|
d.
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"Company"
means Charter Communications, Inc., a Delaware corporation and its
subsidiaries and affiliates as now or hereinafter
constituted.
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e.
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"Charter"
means Charter Communications, Inc., a Delaware
corporation.
|
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f.
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"Disability"
means such permanent physical or mental impairment as renders a person
eligible to receive disability benefits under the long-term disability
plan maintained by
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5
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the
Company, if the person is covered by such a plan; and if the person
is not
covered by such a plan, under the Social Security
Act.
|
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g.
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"Distribution
Date" shall have the meaning set out in Section 6
(c).
|
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h.
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"Participant"
means any eligible officer or key employee selected by the Committee
in
its sole discretion to participate in the Plan pursuant to Article
4 and
his or her personal representative and/or executor.
|
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i.
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"Plan"
means the Charter Communications, Inc. 2005 Executive Cash Award
Plan
amended for 2006.
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j.
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"Plan
Award" means an award granted to a Participant pursuant to
Article 5.
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k.
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"Plan
Award Account" means a book entry account maintained for each Participant
in accordance with Article 5.
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6
Exhibit
99.1
NEWS
Charter
Elects Rajive Johri As Director
ST.
LOUIS, MO April
20,
2006 (BUSINESS WIRE) --
Charter Communications, Inc. (Nasdaq: CHTR) today announced the election of
Rajive Johri as a member of its Board of Directors, effective April 18, 2006.
Mr. Johri also was appointed to Charter’s Audit Committee, replacing John Tory,
who resigned from the Committee due to other time demands but will remain as
a
member of Charter’s Board.
Mr.
Johri, 56, is the
President of First
National Bank of Omaha’s credit card business, and has more than 30 years
leadership experience in marketing and business strategy.
From
2004
to 2005, he served as an Executive Consultant at the Park Li Group, and from
1999 to 2004 served as Executive Vice President of Marketing for JP Morgan
Chase’s Cardmember Services, where he was responsible for marketing and new
business strategy, building a business with more than $6 billion in revenues.
From 1985 until 1999, Mr. Johri worked for Citigroup in a number of positions,
most recently as Chief Marketing Officer for the North American Consumer Assets
Division. As Chief Marketing Officer for the consumer lending business, Mr.
Johri managed two million customer accounts and more than $75 billion in assets.
Prior to holding that position, he was in managerial positions at Citigroup
responsible for various geographic areas including, Asia and Asia Pacific,
India, Middle East and Central Europe.
Paul
Allen, Chairman of Charter Communications commented: “Rajive’s expertise in
marketing and operations, built over an impressive 30-year career, will enhance
and complement Charter’s Board. I am delighted that he has joined the Board and
I look forward to working with him.”
Mr.
Johri
holds a Bachelor of Technology in Mechanical Engineering from the Indian
Institute of Technology and an M.B.A. from the Indian Institute of
Management.
1
About
Charter Communications
Charter
Communications, Inc., a leading broadband communications company, provides
a
full range of advanced broadband services to the home, including cable
television on an advanced digital video programming platform via Charter
Digital™, Charter High-Speed™ Internet service and Charter Telephone™. Charter
Business™ provides scalable, tailored and cost-effective broadband
communications solutions to organizations of all sizes through
business-to-business Internet, data networking, video and music services.
Advertising sales and production services are sold under the Charter Media®
brand. More information about Charter can be found at www.charter.com
<<http://www.charter.com>>.
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Contact:
Press: Analysts:
Anita
Lamont Cathy
Levendoski or Ken Cook
314/543-2215 314/543-2397