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): February 11, 2010
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
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Indemnification
Agreements
On
February 11, 2010, Charter Communications, Inc. (the "Company") entered into
revised Indemnification Agreements (the "Indemnification Agreements") with
certain officers of the Company, including all the Named Executive Officers,
Messrs. Smit, Lovett and Fawaz and Ms. Schmitz. The
Indemnification Agreements, which were approved by the Company's Board of
Directors following the Company's emergence from bankruptcy on November 30,
2009, provide that the Company shall indemnify the contracting individuals
in performance of their duties as officers and employees of the Company, to the
fullest extent permissible under the General Corporation Law of the State of
Delaware. The revised agreement includes a guaranty of the payment
and performance of the Indemnification Agreements by one of the Company's
indirect subsidiaries, CCH II, LLC. See the form of Indemnification
Agreement for further information, attached hereto as Exhibit
10.1.
ITEM
8.01. OTHER EVENTS.
Exchange of Holdco
Units
As
previously disclosed, the Company entered into an exchange agreement (the
“Exchange Agreement”), with Charter Investment, Inc. (“CII”), Paul G. Allen
(“Mr. Allen”) and Charter Communications Holding Company, LLC (“Charter Holdco”)
on November 30, 2009, pursuant to which Mr. Allen and certain persons and
entities affiliated with Mr. Allen, had certain rights and options, including,
without limitation, at any time and from time to time on or before November 30,
2014, to exchange all or any portion of their membership units in Charter Holdco
(the “Holdco Units”) for $1,000 in cash and up to approximately 1.1 million
shares of the Company’s Class A common stock in a taxable
transaction.
As of
November 30, 2009, there was an aggregate of 100 Holdco Units outstanding, of
which 99 were held by the Company and one (1) was held by CII. As
permitted by the Exchange Agreement, on December 28, 2009, CII exchanged 81% of
its one (1) Holdco Unit for 907,698 shares of the Company’s Class A common stock
and $1,000 in cash. On February 8, 2010, the remaining 0.19 Holdco
Unit was exchanged by Mr. Allen for an additional 212,923 shares of the
Company’s Class A common stock. As part of the exchange, CII merged
with a subsidiary of the Company, became a wholly-owned subsidiary of the
Company and continued to hold the 0.19 Holdco Unit. As a result of
this transaction, Charter Holdco is now an indirect, wholly-owned subsidiary of
the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 5.02:
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Exhibit
Number
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Description
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10.1
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Form
of Indemnification Agreement*
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* filed
herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CHARTER COMMUNICATIONS,
INC.
Date:
February 12, 2010
By: /s/ Kevin D.
Howard
Name: Kevin D. Howard
Title: Senior Vice President
- Finance, Controller and Chief Accounting Officer
EXHIBIT
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Exhibit
Number
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Description
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10.1
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Form
of Indemnification Agreement*
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* filed
herewith