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): August
1, 2006
CCO
Holdings, LLC
CCO
Holdings Capital Corp.
(Exact
name of registrants as specified in their charter)
Delaware
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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333-112593
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86-1067239
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333-112593-01
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20-0257904
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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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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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Charter
Communications, Inc. (the "Company"), the
indirect parent company and manager of CCO Holdings,
LLC and CCO Holdings
Capital Corp, and Marwan Fawaz have entered into an agreement,
effective
as of August 1, 2006 (the "Employment Agreement"), whereby
Mr. Fawaz will serve
in an executive capacity as its Executive Vice President
at a salary of
$450,000, to perform such executive, managerial and administrative
duties as are
assigned or delegated by the President and/or Chief Executive
Officer, including
but not limited to serving as Chief Technology Officer.
The term of the
Employment Agreement is two years from the effective
date. Under the Employment
Agreement, Mr. Fawaz will receive a signing bonus of
$100,000 and he shall be
eligible to receive a performance-based target bonus
of up to 70% of salary and
to participate in the Long Term Incentive Plan and to
receive such other
employee benefits as are available to other senior executives.
Mr. Fawaz will
participate in the 2005 Executive Cash Award Plan, as
amended, commencing in
2006, which will provide the same benefit to Mr. Fawaz
that he would have been
entitled to receive under the Cash Award Plan if he had
participated in the Plan
at the time of the inception of the Plan in 2005, only
with cash awards made
one-year later. He will also receive a grant of 50,000
restricted shares of the
Company's Class A common stock, vesting in equal installments
over a three-year
period from effective date and an award of options to
purchase 300,000 shares of
the Company's Class A common stock under terms of the
stock incentive plan on
the effective date of the Employment Agreement, which
will vest in equal
installments over a four-year time period from the grant
date. In addition, on
the effective date, he will receive 133,741 performance
shares under the stock
incentive plan and will be eligible to earn these shares
over a one-year
performance cycle to vest at the end of a three-year
vesting period.
In
the
event that Mr. Fawaz is terminated by the Company without
"cause'' or for "good
reason,'' as those terms are defined in the employment
agreement, Mr. Fawaz will
receive his salary for the remainder of the term of the
agreement or twelve
months' salary, whichever is greater; a pro rata bonus
for the year of
termination; a lump sum payment equal to payments due
under COBRA for the
greater of twelve months or the number of full months
remaining in the term of
the agreement; and the vesting of options and restricted
stock for as long as
severance payments are made. The employment agreement
contains a one-year
non-compete provision (or until the end of the term of
the agreement, if longer)
and a two-year non-solicitation clause.
The
full
text of the Employment Agreement is filed herewith as
Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01:
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Exhibit
Number
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Description
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99.1
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Employment
Agreement of Marwan Fawaz. (Incorporated by reference to Exhibit
99.1 to the current report on Form 8-K of Charter
Communications, Inc.
filed on August 1, 2006 (File No. 000-27927)).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934,
CCO
Holdings, LLC and CCO Holdings Capital Corp. have duly caused this
Current Report to be signed on their behalf by the undersigned hereunto
duly
authorized.
CCO
HOLDINGS, LLC
Registrant
By:
CHARTER COMMUNICATIONS, INC., Sole Manager
Dated:
August 1, 2006
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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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CCO
HOLDINGS CAPITAL CORP.
Registrant
Dated:
August 1, 2006
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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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Employment
Agreement of Marwan Fawaz. (Incorporated by reference to Exhibit
99.1 to the current report on Form 8-K of Charter Communications,
Inc.
filed on August 1, 2006 (File No. 000-27927)).
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