As
filed
with the Securities and Exchange Commission on November 29, 2005
Registration
No. 333-128838
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1
to
Form
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Charter
Communications, Inc.
(Exact
name of registrant as specified in its Charter)
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Delaware
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4841
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43-1857213
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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12405
POWERSCOURT DRIVE
ST.
LOUIS, MISSOURI 63131
(314)
965-0555
(Address,
including zip code, and telephone number, including area code,
of
registrant's principal executive offices)
Paul
E.
Martin
Senior
Vice President, Interim Chief Financial Officer, Principal Accounting Officer
and Corporate Controller
12405
Powerscourt Drive
St.
Louis, Missouri 63131
(314)
965-0555
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
|
Dennis
J. Friedman
Gibson,
Dunn & Crutcher LLP
200
Park Avenue
New
York, NY 10166
(212)
351-4000
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Jeremy
W. Dickens
Brian
A. Haskel
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, NY 10153
(212)
310-8000
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Approximate
date of commencement of proposed sale to the public:
Not Applicable.
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check
the following box. o
If
this
form is filed to register additional securities for an offering pursuant
to Rule
462(b) under the Securities Act, please check the following box and list
the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If
this
form is a post-effective amendment filed pursuant to Rule 462(c) under
the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering. o
If
this
form is a post-effective amendment filed pursuant to Rule 462(d) under
the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
please
check the following box. o
This
Post-Effective Amendment shall become effective in accordance with Section
8(c)
of the Securities Act of 1933, as amended, on such date as the Commission,
acting pursuant to said Section 8(c), may determine.
Deregistration
of Shares
Charter
Communications, Inc. (“Charter”) filed with the Securities and Exchange
Commission a Registration Statement on Form S-1, as amended (File No.
333-128838), which originally registered 122,830,000 shares of Charter’s Class A
common stock, par value $.001 per share. This Post-Effective Amendment No.
1 to
the Registration Statement on Form S-1 is filed to deregister 55,088,700 shares
of the Class A common stock previously registered on such Registration Statement
on Form S-1 that remained unsold at the close of business on November 28, 2005.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this Post-Effective Amendment No. 1 to the registration statement on
Form
S-1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in
the city of St. Louis, State of Missouri, on November 29, 2005.
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CHARTER
COMMUNICATIONS, INC.,
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Registrant
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By:
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/s/
Paul E. Martin
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Name:
Paul E. Martin
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Title:
Senior
Vice President,
Interim
Chief Financial Officer,
Principal
Accounting Officer
and
Corporate Controller
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||
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the registration statement on Form S-1 has
been
signed below by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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*
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Chairman
of the Board of Directors
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November 29, 2005 | |
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Paul
G. Allen
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*
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President,
Chief Executive
Officer,
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November 29, 2005 | ||
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Neil
Smit
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Director
(Principal Executive Officer)
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/s/
Paul E. Martin
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Senior
Vice President,
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November 29, 2005 | |
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Paul
E. Martin
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Interim
Chief Financial Officer,
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Principal
Accounting Officer and
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Corporate
Controller (Principal Financial Officer
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and
Principal Accounting Officer
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*
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Director
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November 29, 2005 | ||
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W.
Lance Conn
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*
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Director
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November 29, 2005 | ||
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Nathaniel
A. Davis
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||||
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*
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Director
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November 29, 2005 | ||
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Jonathan
L. Dolgen
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||||
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*
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Director
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November 29, 2005 | ||
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Robert
P. May
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*
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Director
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November 29, 2005 | ||
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David
C. Merritt
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*
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Director
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November 29, 2005 | ||
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Marc
B. Nathanson
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*
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Director
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November 29, 2005 | ||
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Jo
Allen Patton
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*
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Director
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November 29, 2005 | ||
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John
H. Tory
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II-1
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Signature
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Title
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Date
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*
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Director
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November 29, 2005 | |
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Larry
W. Wangberg
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| *By: | ||||
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/s/
Thomas J. Hearity
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Thomas
J. Hearity
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Attorney-in-Fact
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II-2