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, 2005
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
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43-1857213
|
|
|
(Commission
File Number)
|
(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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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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.
On
December 9, 2005, Charter Communications, Inc. ("Charter") executed an
employment agreement with Robert A. Quigley. The agreement provides that
Mr.
Quigley shall be employed in an executive capacity to perform such executive,
managerial and administrative duties as are assigned or delegated by the
President and Chief Executive Officer or the designee thereof, at a salary
of
$450,000. He shall be eligible to participate in the incentive bonus plan,
stock
option plan and to receive such other employee benefits as are available
to
other senior executives. The term of this agreement is two years from the
effective date of the agreement. In the event that Mr. Quigley is terminated
by
Charter without "cause'' or by Mr. Quigley for "good reason,'' as those terms
are defined in the employment agreement, Mr. Quigley 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) in a Competitive Business, as such
term
is defined in the agreements, and two-year non-solicitation clauses.
The
full
text of Mr. Quigley's employment agreement is filed herewith as Exhibit
99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
|
|
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99.1
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Employment
Agreement of Robert A. Quigley.*
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*
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 13, 2005
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|
By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior Vice President, Interim Chief Financial Officer,
Principal
Accounting Officer and Corporate Controller
(Principal
Financial Officer and Principal Accounting
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
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99.1
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Employment
Agreement of Robert A. Quigley.*
|
*
filed
herewith