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): November
14, 2005
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)
|
(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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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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On
November 14, 2005, Charter Communications, Inc. ("Charter"), executed an
employment agreement with Grier C. Raclin, effective as of October 10, 2005.
The
agreement provides that Mr. Raclin shall be employed in an executive capacity
as
Executive Vice President and General Counsel with management responsibility
for
Charter's legal affairs, governmental affairs, compliance and regulatory
functions and to perform such other legal, executive, managerial and
administrative duties as are assigned or delegated by the Chief Executive
Officer or the equivalent position, at a salary of $425,000, to be reviewed
on
an annual basis. The agreement also provides for a one time signing bonus
of
$200,000, the grant of 50,000 restricted shares, an option to purchase 100,000
shares of Charter common stock under the Incentive Stock Plan, an option
to
purchase 145,800 shares of Charter common stock under the Long Term Incentive
portion of the Incentive Stock Plan, and 62,775 performance shares under
the
Incentive Stock Plan. He shall be eligible to participate in the incentive
bonus
plan, the 2005 Executive Cash Award 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.
Raclin is terminated by Charter without "cause'' or by Mr. Raclin for "good
reason,'' as those terms are defined in the employment agreement, Raclin
will
receive (a), if such termination occurs before the first scheduled payout
of the
executive cash award plan (unless that failure is due to his failure to execute
the required related agreement), or at any time within one year after a change
of control as defined in the agreement, two (2) time his salary or (b) if
such
termination occurs at any other time, 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. Mr. Raclin
is
entitled to relocation assistance pursuant to Charter's executive homeowner
relocation plan and the costs for temporary housing until he consummates
the
purchase of a home in the St. Louis area or August 16, 2006, whichever occurs
first.
The
full
text of Mr. Raclin's employment agreement is filed herewith as Exhibit
99.1.
The
following exhibit is filed pursuant to Item 1.01:
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Exhibit
Number
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Description
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99.1
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Employment
Agreement of Grier C. Raclin.*
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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:
November 14, 2005
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|
By:/s/
Paul E. Martin
Name:
Paul E. Martin
Title:
Senior
Vice President,
Interim
Chief Financial Officer,
Princial
Accounting Officer and
Corporate
Controller
(Principal
Financial Officer and
Principal
Accounting
Officer)
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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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Employment
Agreement of Grier C. Raclin.*
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*
Filed
herewith.