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): Decmeber 1, 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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
Effective
December 1, 2008, Marc B. Nathanson resigned as a member of the Board of
Directors of Charter Communications, Inc.
Attached
as Exhibit 99.1 is a copy of the press release announcing Mr. Nathanson's
resignation.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 5.02.
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Exhibit
Number
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Description
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99.1*
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Press release announcing Marc B. Nathanson's resignation as a director of Charter Communications, Inc. |
* 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: December
5, 2008
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By:/s/ Grier C.
Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1*
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Press release announcing Marc B. Nathanson's resignation as a director of Charter Communications, Inc. |
* filed
herewith
Exhibit
99.1
NEWS
Marc
Nathanson Resigns from Charter Communications Board of Directors
St. Louis, Missouri, December
5, 2008 - Charter
Communications, Inc. (NASDAQ: CHTR) announced today that Marc B. Nathanson has
resigned from its board of directors effective December 1, 2008.
“With 40
years of cable industry experience, Marc has served as Vice Chairman and been a
valuable member of Charter’s Board for more than eight years,” said Paul G.
Allen, Chairman of the Board and controlling shareholder of Charter. “We
appreciate his many contributions to Charter, and wish him well in future
endeavors.”
“Marc is
one of the true industry pioneers. As the founder of Falcon Cable in 1975,
an executive committee member of the National Cable & Telecommunications
Association, and a Vanguard Award recipient, his in-depth knowledge of the
business has proven invaluable to all of us at Charter,” added Neil Smit,
President and Chief Executive Officer.
Resigning
to make more time available for other personal and business interests, Mr.
Nathanson said, “My resignation is also the end to a long chapter of my life
(over 40 years) that I have been associated with the dynamic growth of the cable
TV industry. I believe Charter and the other cable companies have made enormous
technological achievements that benefit the American consumer.”
His
position on the Board will not be replaced at this time.
About
Charter Communications
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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
advanced Charter Digital Cable® 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.
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# #
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Contact:
Mary Jo
Moehle
314-543-2397
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This
release includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding, among other things, our plans,
strategies and prospects, both business and financial. Although we
believe that our plans, intentions and expectations reflected in or suggested by
these forward-looking statements are reasonable, we cannot assure you that we
will achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions
including, without limitation, the factors described under "Risk Factors" from
time to time in our filings with the Securities and Exchange Commission
(“SEC”). Many of the forward-looking statements contained in this
release may be identified by the use of forward-looking words such as "believe,"
"expect," "anticipate," "should," "planned," "will," "may," "intend,"
"estimated," "aim," "on track," "target," "opportunity" and "potential," among
others. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this release are set
forth in other reports or documents that we file from time to time with the SEC,
and include, but are not limited to:
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·
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the
availability, in general, of funds to meet interest payment obligations
under our debt and to fund our operations and necessary capital
expenditures, either through cash flows from operating activities, further
borrowings or other sources and, in particular, our ability to fund debt
obligations (by dividend, investment or otherwise) to the applicable
obligor of such debt;
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our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which, if not cured in a timely manner, could
trigger a default of our other obligations under cross-default
provisions;
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·
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our
ability to repay debt prior to or when it becomes due and/or successfully
access the capital or credit markets to refinance that debt through new
issuances, exchange offers or otherwise, including restructuring our
balance sheet and leverage position, especially given recent volatility
and disruption in the capital and credit
markets;
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the
impact of competition from other distributors, including incumbent
telephone companies, direct broadcast satellite operators, wireless
broadband providers, and digital subscriber line (“DSL”)
providers;
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difficulties
in growing, further introducing, and operating our telephone services,
while adequately meeting customer expectations for the reliability of
voice services;
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our
ability to adequately meet demand for installations and customer
service;
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our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and other
services, and to maintain and grow our customer base, particularly in the
face of increasingly aggressive
competition;
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our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
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general
business conditions, economic uncertainty or downturn, including the
recent volatility and disruption in the capital and credit markets and the
significant downturn in the housing sector and overall economy;
and
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the
effects of governmental regulation on our
business.
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All
forward-looking statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary
statement. We are under no duty or obligation to update any of the
forward-looking statements after the date of this release.