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Virgin Media 10-K 2013
VMED-12.31-2012-10KA2
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
Form 10-K/A
(Amendment No. 2)
(Mark One)
S
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2012
 
Or
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                      to                     
Commission File No. 000-50886
___________________________
VIRGIN MEDIA INC.
(Exact name of registrant as specified in its charter)
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
(Additional Registrant)
VIRGIN MEDIA INVESTMENTS LIMITED
(Additional Registrant)
___________________________
Delaware
 
59-3778247
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
65 Bleecker Street, 6th Floor, New York, NY
 
10012
(Address of principal executive offices)
 
(Zip Code)
(212) 906-8440
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Common Stock, par value $0.01 per share
 
NASDAQ Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  S    No  £
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  £    No  S
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  S    No  £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  S    No  £
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 registrant’s 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.  £
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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
S
Accelerated filer
£
Non-accelerated filer
(Do not check if a smaller reporting company)
£
  Smaller reporting company
£
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  £    No  S
The aggregate market value of the registrant’s voting stock held by non-affiliates as of June 30, 2012 based on the closing price for the registrant’s common stock on the NASDAQ Global Select Market on such date, was $6,477,527,761.
As of February 4, 2013, there were 269,341,204 shares of the registrant’s common stock, par value $0.01 per share, issued and outstanding.
The Additional Registrants meet the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and are therefore filing this form with the reduced disclosure format. See “Note Concerning Virgin Media Investment Holdings Limited and Virgin Media Investments Limited” in this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2013 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

 



EXPLANATORY NOTE

Due to a scrivener's error, incomplete dates were contained on each of Exhibits 23.1, 23.2 and 23.3 of our Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission on February 7, 2013. The purpose of this Form 10-K/A is to include complete dates on such exhibit pages and to provide a signature page omitted in Amendment No.1.
 
This Form 10-K/A does not reflect events occurring after the original filing of our Annual Report on Form 10-K on February 7, 2013 and no attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the original filing of our Annual Report on Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with our filings with the SEC subsequent to the original filing of our Annual Report on Form 10-K.
 
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A.





SIGNATURES

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.

Date: February 7, 2013
Virgin Media Inc.
 
By:  /s/ Catherine Moroz
Catherine Moroz
Assistant Secretary


Date: February 7, 2013
Virgin Media Investment Holdings Limited
 
By:  /s/ Robert C. Gale
Robert C. Gale
Director


Date: February 7, 2013
Virgin Media Investments Limited
 
By:  /s/ Robert C. Gale
Robert C. Gale
Director








EXHIBIT INDEX
Exhibit Number
 
 

23.1*
 
Consent of Ernst & Young LLP for Virgin Media Inc.
23.2*
 
Consent of Ernst & Young LLP for Virgin Media Investment Holdings Limited.
23.3*
 
Consent of Ernst & Young LLP for Virgin Media Investments Limited.
31.1*
 
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*
 
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*
  
Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

_______________________

*
 
Filed herewith.



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