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SEC Filings

S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
Entire Document
 
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                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Prior to the offering, there has been no public market for our shares of
Class A common stock. Upon the completion of the offering, we will have
          shares of Class A common stock issued and outstanding. In addition,
the following shares of Class A common stock will be issuable in the future:
 
     -      shares of Class A common stock will be issuable upon conversion of
Class B common stock issuable upon exchange of Charter Holdco membership units
held by Vulcan III and Charter Investment. These membership units are
exchangeable for shares of Class B common stock at any time following the
closing of the offering on a one-for-one basis. Shares of Class B common stock
are convertible into Class A common stock at any time following the closing of
the offering on a one-for-one basis;
 
     -      shares of Class A common stock will be issuable upon the exchange of
Charter Holdco membership units issued to specified sellers in our pending
acquisitions, assuming the relevant sellers will elect to receive the maximum
number of Charter Holdco membership units that they are entitled to receive;
 
     -      shares of Class A common stock will be issuable upon the exchange of
membership units in Charter Holdco that are received upon the exercise of
options granted under the Charter Holdco option plan and to CCI's chief
executive officer. Upon issuance, these membership units will be immediately
exchanged for shares of Class A common stock, without any further action by the
optionholder. None of the options under the plan will be exercisable before
April 2000; and
 
     -      shares of Class A common stock will be issuable upon conversion of
CCI's outstanding Class B Common Stock on a one-for-one basis.
 
     Of the total number of our shares of Class A common stock issued or
issuable as described above,           shares will be eligible for immediate
resale following the later of their issuance and the completion of this
offering. CCI, all of its directors and executive officers, Charter Investment
and Vulcan III have agreed not to dispose of or hedge any of their Class A
common stock or their Charter Holdco membership units or securities convertible
into or exchangeable for Class A common stock or membership units during the
period from the date of this prospectus continuing through the date 180 days
after the date of this prospectus, except with the prior written consent of
Goldman, Sachs & Co.
 
     In addition, of the total number of shares of Class A common stock issued
or issuable as described above,                shares may only be sold in
compliance with Rule 144 under the Securities Act of 1933, unless registered
under the Securities Act of 1933 pursuant to demand or piggyback registration
rights. Substantially all of the shares of Class A common stock issuable upon
exchange of Charter Holdco membership units and all shares of Class A common
stock issuable upon conversion of shares of our Class B common stock will have
demand and piggyback registration rights attached to them.
 
     The sale of a substantial number of shares of Class A common stock, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the Class A common stock. In addition, any such sale or perception
could make it more difficult for us to sell equity securities or equity-related
securities in the future at a time and price that we deem appropriate.
 
     We anticipate that a registration statement on Form S-8 covering the Class
A common stock that may be issued pursuant to the exercise of options under the
Charter Holdco option plan will be filed promptly after completion of the
offering. The shares of Class A common stock covered by the Form S-8
registration statement generally may be resold in the public market without
restriction or limitation, except in the case of our affiliates who generally
may only resell such shares in accordance with the provisions of Rule 144 of the
Securities Act of 1933, other than the holding period requirement.
 
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