Virgin Media 10-K 2008
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission File No. 000-50886
VIRGIN MEDIA INC.
(Exact name of registrant as specified in its charter)
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the registrants voting stock held by non-affiliates as of June 29, 2007 based on the closing price for the registrants common stock on the NASDAQ Global Select Market on such date, was $7,937,008,713.
As of April 3, 2008, there were 328,011,216 shares of the registrants common stock, par value $0.01 per share, issued and outstanding, excluding shares of the registrants common stock issuable upon the exercise of Series A Warrants to purchase 25,769,060 shares of the registrants common stock and 984,575 shares of restricted stock held in escrow.
The Additional Registrant meets the conditions set forth in the General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format. See Note Concerning VMIH on page 3 in this Form 10-K.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for its 2008 Annual Meeting of Stockholders are incorporated by reference into Part III.
Virgin Media Inc. (the Company) is filing this Amendment No.1 on Form 10-K/A (Amendment No. 1) to amend Item 15 of Part IV of its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on February 29, 2008 (the Original Filing). The purpose of this Amendment No. 1 is to correct the Exhibit Index of the Original Filing as three documents were incorrectly cross-referenced and two were inadvertently omitted. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company has set forth the text of Item 15, as amended, in its entirety.
In addition, we have revised Exhibit 12.1, Ratio of Earnings to Fixed Charges, to state the deficiency when the ratio of earnings to fixed charges is less than 1 to 1.
No other revisions or amendments have been made to our Annual Report on Form 10-K since the Original Filing. Currently-dated certifications from the Companys Chief Executive Officer and Senior Vice President/Finance have been included as exhibits to this Amendment No.1.
Item 15. Exhibits and Financial Statement Schedules
(3) Exhibits See Exhibit Index.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
* Filed herewith.