Virgin Media 2006 Annual Report Download - page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−K
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
or
oTRANSITION 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)
Delaware
(State or other jurisdiction of
incorporation or organization)
59−3778247
(I.R.S. Employer Identification No.)
909 Third Avenue, Suite 2863 New York, New York
(Address of Principal Executive Office) 10022 (Zip Code)
(212) 906−8440
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
Series A Warrants to purchase shares of Common Stock
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
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendments to this Form 10−K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non−accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b−2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer o Non−accelerated filer o
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 registrant’s voting stock held by non−affiliates as of June 30, 2006 based on the closing price for the registrant’s common
stock on the Nasdaq National Market on such date, was £6,606,720,611.
As of February 26, 2007, there were 323,940,887 shares of the registrant’s common stock, par value $0.01 per share, issued and outstanding, excluding shares of
the registrant’s common stock issuable upon the exercise of Series A Warrants to purchase 25,769,060 shares of the registrant’s common stock and 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 4 in this Form 10−K.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate 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.
Yes x No o
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2007 Annual Meeting of Stockholders are incorporated by reference into Part III.
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007