Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
<PAGE>   224
 
in Charter Communications Holding Company were outstanding pursuant to an
employment agreement and a related agreement with Charter Communications, Inc.'s
chief executive officer. Of these options, 1,761,032 vested on December 23,
1998, with the remainder vesting at a rate of 1/36th on the first of each month
for months 13 through 48.
 
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF CHARTER COMMUNICATIONS, INC.'S RESTATED
CERTIFICATE OF INCORPORATION AND BYLAWS
 
   
     Provisions of Charter Communications, Inc.'s restated certificate of
incorporation and bylaws may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider in its best interest, including those attempts that might result
in a premium over the market price for the shares held by stockholders.
    
 
   
     SPECIAL MEETING OF STOCKHOLDERS.   Our bylaws provide that, subject to the
rights of holders of any series of preferred stock, special meetings of our
stockholders may be called only by the chairman of our board of directors, our
chief executive officer or a majority of our board of directors.
    
 
   
     ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. Our bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must provide timely prior
written notice of their proposals. To be timely, a stockholder's notice must be
received at our principal executive offices not less than 45 days nor more than
70 days prior to the first anniversary of the date on which we first mailed our
proxy statement for the prior year's annual meeting. If, however, the date of
the annual meeting is more than 30 days before or after the anniversary date of
the prior year's annual meeting, notice by the stockholder must be received not
less than 90 days prior to the annual meeting or by the 10th day following the
public announcement of the date of the meeting, whichever occurs later, and not
more than 120 days prior to the annual meeting. Our bylaws also specify
requirements as to the form and content of a stockholder's notice. These
provisions may limit stockholders in bringing matters before an annual meeting
of stockholders or in making nominations for directors at an annual meeting of
stockholders.
    
 
   
     AUTHORIZED BUT UNISSUED SHARES.   The authorized but unissued shares of
Class A common stock are available for future issuance without stockholder
approval and, subject to approval by the holders of the Class B common stock,
the authorized but unissued shares of Class B common stock and preferred stock
are available for future issuance. These additional shares may be utilized for a
variety of corporate purposes, including future public offerings to raise
additional capital, corporate acquisitions and employee benefit plans. The
existence of authorized but unissued shares of common stock and preferred stock
could render more difficult or discourage an attempt to obtain control of us by
means of a proxy contest, tender offer, merger or otherwise.
    
 
                                       221