Virgin Media 2009 Annual Report Download - page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
፤ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Or
អTRANSITION 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 59-3778247
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
909 Third Avenue, Suite 2863, New York, New York 10022
(Address of principal executive office) (Zip Code)
[phone]
(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
Series A Warrants to purchase shares of Common Stock 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 ፤No អ
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 អNo ፤
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 ፤No អ
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 អNo អ
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. អ
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 ፤Accelerated filer អNon-accelerated filer អSmaller reporting company អ
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes អNo ፤
The aggregate market value of the registrant’s voting stock held by non-affiliates as of June 30, 2009 based on the closing price for the
registrant’s common stock on the NASDAQ Global Select Market on such date, was $3,075,550,740.
As of February 24, 2009, there were 329,411,542 shares of the registrant’s common stock, par value $0.01 per share, issued and outstanding,
excluding 25,769,060 shares of the registrant’s common stock issuable upon the exercise of Series A warrants, 1,380,000 unvested shares of
restricted stock held in escrow, and shares of the registrant’s common stock issuable upon the conversion of its convertible senior notes.
The Additional Registrant meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this
form with the reduced disclosure format. See ‘‘Note Concerning Virgin Media Investment Holdings Limited’’ on page 3 in this Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2010 Annual Meeting of Stockholders are incorporated by reference into
Part III of this Form 10-K.