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 14, 2008
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
3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE;
TRANSFER OF LISTING.
On April
14, 2008, Charter Communications, Inc. (the “Company”) received a letter
from The NASDAQ Stock Market LLC (“NASDAQ”) advising that, for the previous 30
consecutive business days, the bid price of the Company’s Class A common stock
(the “Common Stock”) had closed below the minimum $1.00 per share requirement
for continued inclusion on the NASDAQ Global Select Market pursuant to NASDAQ
Marketplace Rule 4450(a)(5). This notification has no effect on the listing
of the Common Stock at this time. On April 18, 2008, the Company
issued the press release, filed with this Current Report as Exhibit 99.1,
announcing that it had received such letter from NASDAQ.
NASDAQ
stated in its letter that, in accordance with NASDAQ Marketplace
Rule 4450(e)(2), the Company will be provided 180 calendar days, or until
October 13, 2008, to regain compliance with the minimum bid price requirement.
The NASDAQ letter also states that if at any time before October 13, 2008, the
bid price of the Common Stock closes at $1.00 per share or more for a minimum of
10 consecutive business days, the NASDAQ staff will provide the Company with
written notification that it has again achieved compliance with the minimum bid
price requirement.
The
Company intends to monitor the bid price of the Common Stock and consider
available options if the Common Stock does not trade at a level likely to result
in the Company regaining compliance with NASDAQ’s minimum bid price
requirement by October 13, 2008.
If the
Company does not regain compliance with the minimum bid price requirement by
October 13, 2008, the Company may appeal the delisting determination to a NASDAQ
Listings Qualifications Panel pursuant to applicable NASDAQ rules.
Alternatively, NASDAQ Marketplace Rule 4450(i) may permit the Company
to transfer the Common Stock to the NASDAQ Capital Market if the Common Stock
satisfies all criteria, other than compliance with the minimum bid price
requirement, for initial inclusion on such market. In the event of such a
transfer, the NASDAQ Marketplace Rules provide that the Company will be
afforded an additional 180 calendar days to comply with the minimum bid price
requirement while listed on the NASDAQ Capital Market.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS.
The
following exhibits are filed pursuant to Item 3.01:
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Exhibit
Number
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Description
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| 99.1 |
Press
Release dated April 18, 2008. *
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* 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
18, 2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive Vice
President, General Counsel and Corporate
Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 99.1 |
Press
Release dated April 18, 2008. *
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* filed
herewith
Exhibit
99.1
NEWS
Charter
Receives Notice Regarding Minimum Bid Price Rule
St. Louis, Missouri, April 18,
2008 – Charter Communications, Inc. (NASDAQ: CHTR) announced today that it
received notice from the Nasdaq Stock Market on April 14, 2008 that its Class A
common stock had closed below $1.00 per share for 30 consecutive business days,
and the Company is therefore not in compliance with Marketplace Rule
4450(a)(5).
In
accordance with Marketplace Rule 4450(e)(2), the Company may regain compliance
if at any time by October 13, 2008, the Company’s Class A common stock closes at
or above $1.00 for 10 consecutive business days and the Company otherwise meets
the Nasdaq’s listing requirements.
If the
Company does not regain compliance by October 13, 2008, the Company may apply
for continued listing on The Nasdaq Capital Market if it meets the
Nasdaq’s
initial
listing requirements other than the minimum price rule at the
time. If approved, the Company will be granted up to an additional
180 calendar days to regain compliance while trading on The Nasdaq Capital
Market.
Neither
the debt covenants applicable to Charter or its subsidiaries, nor its ongoing
operations are directly affected by the Company’s non-compliance with
Marketplace Rule 4450(a)(5) or continued trading on the Nasdaq Global Select
Market.
Charter
is committed to continuing to improve our operating and financial results to
increase value for our shareholders.
About
Charter Communications
Charter
Communications, Inc. is a leading broadband communications company and the
third-largest publicly traded cable operator in the United States. Charter
provides a full range of advanced broadband services, including Charter Digital®
video entertainment programming, Charter High-Speed® Internet access, and
Charter Telephone®. Charter Business™ similarly provides scalable, tailored and
cost-effective broadband communications solutions to business organizations,
such as business-to-business Internet access, data networking, video and music
entertainment services and business telephone. Charter’s advertising sales and
production services are sold under the Charter Media® brand. More information
about Charter can be found at www.charter.com.
# # #
Media: Investors:
Anita
Lamont Marty
Richmond
314-543-2215 314-543-5621