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): September
2, 2005
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR
240.13e-4(c))
|
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Charter
Communications, Inc. ("Charter") has entered into employment agreements
with
Paul E. Martin, Senior Vice President, Interim Chief Financial
Officer,
Principal Accounting Officer and Corporate Controller ("Martin"),
as of
September 2, 2005; and Wayne H. Davis, Executive Vice President
and Chief
Technical Officer ("Davis"), as of September 7, 2005. These agreements,
which
are substantially similar, set forth the terms under which Martin
and Davis will
serve as executives of Charter. The term of these agreements is
two years from
the date of the respective agreement.
The
agreements provide that Martin and Davis (collectively "Executives")
shall be
employed in an executive capacity to perform such duties as are
assigned or
delegated by the President and Chief Executive Officer or the designee
thereof.
They shall be eligible to participate in Charter's Long-Term Incentive
Plan,
Stock Option Plan and to receive such employee benefits as are
available to
other senior executives. In the event that the Executives are terminated
by
Charter without "cause" or for "good reason termination," as those
terms are
defined in the employment agreements, the terminated Executive
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;
twelve
months of COBRA payments; and the vesting of options and restricted
stock for as
long as severance payments are made. The employment agreements
contain one-year,
non-compete provisions (or until the end of the term of the agreement,
if
longer) in a Competitive Business, as such term is defined in the
agreements,
and two-year non-solicitation clauses.
The
respective agreements provide that Martin's salary shall be $240,625
and Davis'
salary $450,000. Martin's salary is in addition to the salary and
bonus amounts
set forth in the Letter Agreement dated April 15, 2005, and previously
filed as
an exhibit to Charter's current report on Form 8-K filed on April
19, 2005.
The
full
text of Martin's employment agreement is filed herewith as Exhibit
99.1 and
Davis' employment agreement as Exhibit 99.2.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01:
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Employment
Agreement of Paul E. Martin dated as of September 2,
2005.*
|
|
|
99.2
|
Employment
Agreement of Wayne H. Davis dated as of September 7,
2005.*
|
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:
September 9, 2005
|
|
By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President of Financial Reporting and
Analysis
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Employment
Agreement of Paul E. Martin dated as of September 2, 2005.*
|
|
|
99.2
|
Employment
Agreement of Wayne H. Davis dated as of September 7, 2005.*
|