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): December 9, 2008
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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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
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
ITEM
8.01 OTHER EVENTS.
Effective
December 9, 2008, Nathaniel A. Davis resigned as a member of the Board of
Directors (the "Board") of Charter Communications, Inc. (the "Company") and as a
member of the Audit Committee of the Board. On December 10,
2008, the Board elected director John H. Tory to the Audit Committee to replace
Mr. Davis, giving the Audit Committee three independent members in compliance
with NASDAQ rules. On December 11, 2008, the Company notified NASDAQ
of Mr. Davis' resignation and Mr. Tory's appointment.
On December
10, 2008, the Board elected Robert P. May as the chairperson of the Compensation
and Benefits Committee of the Board to replace Marc Nathanson who had previously
resigned from the Board.
Also, on
December 10, 2008, the Board eliminated the vacancies created by the
resignations of Messrs. Davis and Nathanson by reducing the number of Board
members from eleven to nine.
Attached as
Exhibit 99.1 is a copy of the press release announcing Mr. Davis'
resignation.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 5.02.
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Exhibit
Number
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Description
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99.1*
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Press release announcing Nathaniel A. Davis' resignation as a director of Charter Communications, Inc. |
* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.
Registrant
Dated: December
11, 2008
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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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Press release announcing Nathaniel A. Davis' resignation as a director of Charter Communications, Inc. |
* filed
herewith
Exhibit
99.1
NEWS
Nathaniel
Davis Resigns from Charter Communications’ Board of Directors
St. Louis, Missouri, December
9, 2008 – Charter Communications, Inc. (NASDAQ: CHTR) announced today that
Nathaniel A. Davis has resigned for personal reasons from its board of
directors, effective immediately.
“Nate has
been a leader in the telecommunications industry for nearly 35 years, and the
Company has benefitted greatly from his strategic insight,” said Paul G. Allen,
Chairman of the Board and controlling shareholder of Charter. “On behalf of the
board, I thank Nate for his valuable service and his many
contributions.”
Neil
Smit, President and Chief Executive Officer, added, “Nate is a talented industry
executive, and Charter was fortunate to have had the benefit of his expertise on
the board.”
Mr. Davis
said, “It has been an honor and a privilege to serve as a director of Charter
and to have worked with Paul Allen, Neil Smit, and my fellow board members. I
wish Charter and its talented employees great success for the future.” Mr. Davis
added that he was unable to dedicate the appropriate amount of time to Charter’s
board going forward due to personal health reasons.
His
position on the board will not be replaced at this time.
About
Charter Communications
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Charter
Communications, Inc. is a leading broadband communications company and the
third-largest publicly traded cable operator in the United States.
Charter provides a full range of advanced broadband services, including
advanced Charter Digital Cable® video entertainment programming, Charter
High-Speed® Internet access, and Charter Telephone®. Charter Business™
similarly provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and music
entertainment services, and business telephone. Charter’s advertising
sales and production services are sold under the Charter Media® brand.
More information about Charter can be found at www.charter.com.
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# #
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Contact:
Anita
Lamont
314-543-2215
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding, among other things, our plans,
strategies and prospects, both business and financial. Although we believe that
our plans, intentions and expectations reflected in or suggested by these
forward-looking statements are reasonable, we cannot assure you that we will
achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions
including, without limitation, the factors described under "Risk Factors" from
time to time in our filings with the Securities and Exchange Commission ("SEC").
Many of the forward-looking statements contained in this release may be
identified by the use of forward-looking words such as "believe," "expect,"
"anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim,"
"on track," "target," "opportunity" and "potential," among others. Important
factors that could cause actual results to differ materially from the
forward-looking statements we make in this release are set forth in other
reports or documents that we file from time to time with the SEC, and include,
but are not limited to:
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·
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the
availability, in general, of funds to meet interest payment obligations
under our debt and to fund our operations and necessary capital
expenditures, either through cash flows from operating activities, further
borrowings or other sources and, in particular, our ability to fund debt
obligations (by dividend, investment or otherwise) to the applicable
obligor of such debt;
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our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which, if not cured in a timely manner, could
trigger a default of our other obligations under cross-default
provisions;
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our
ability to pay or refinance debt prior to or when it becomes due and/or
refinance that debt through new issuances, exchange offers or otherwise,
including restructuring our balance sheet and leverage
position;
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the
impact of competition from other distributors, including incumbent
telephone companies, direct broadcast satellite operators, wireless
broadband providers, and digital subscriber line ("DSL")
providers;
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difficulties
in growing, further introducing, and operating our telephone services,
while adequately meeting customer expectations for the reliability of
voice services;
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our
ability to adequately meet demand for installations and customer
service;
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our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and other
services, and to maintain and grow our customer base, particularly in the
face of increasingly aggressive
competition;
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our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
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general
business conditions, economic uncertainty or slowdown, including the
recent disruption in the capital markets, the significant
slowdown in the housing sector, and overall economy;
and
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the
effects of governmental regulation on our
business.
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All
forward-looking statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary
statement.