As filed with the Securities and Exchange Commission on June 10, 2013

Registration No.

333-117262    333-134523

333-150833    333-161348

333-167551    333-179595

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Post-Effective Amendment No. 2 to Form S–8 Registration Statement No. 333-117262

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-134523

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-150833

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-161348

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-167551

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-179595

UNDER

THE SECURITIES ACT OF 1933

 

 

Virgin Media Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		59-3778247
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)
65 Bleecker Street 6th Floor New York, New York		10012
(Address of principal executive offices)		(Zip Code)

NTL INCORPORATED 2004 STOCK INCENTIVE PLAN

(FORMERLY THE TELEWEST GLOBAL, INC. 2004 STOCK INCENTIVE PLAN)

NTL INCORPORATED 2006 STOCK INCENTIVE PLAN

VIRGIN MEDIA SHARESAVE PLAN

VIRGIN MEDIA INC. 2006 STOCK INCENTIVE PLAN

VIRGIN MEDIA INC. 2010 STOCK INCENTIVE PLAN

VIRGIN MEDIA INC. SHARE INCENTIVE PLAN

 

 

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 (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES

These post-effective amendments (the “Post-Effective Amendments”) pertaining to shares of common stock, par value $0.01 per share of the entity known as Virgin Media Inc. prior to the Merger (as defined below) (the “Registrant” and such shares, the “Shares”) are filed by Virgin Media Inc., a Delaware corporation formerly known as Viper US MergerCo1 Corp. (the “Registrant’s Successor Issuer”) and removes from registration all Shares registered under the following Registration Statements on Form S-8 filed by the Registrant or its predecessors (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.

 

Registration No.		Date Filed with the SEC		Name of Equity Plan or Agreement		Shares
333-117262		July 9, 2004		NTL Incorporated 2004 Stock Incentive Plan (formerly the Telewest Global, Inc. 2004 Stock Incentive Plan)			24,500,000
333-134523		May 26, 2006		NTL Incorporated 2006 Stock Incentive Plan			29,000,000
333-150833		May 12, 2008		Virgin Media Sharesave Plan			3,000,000
333-161348		August 14, 2009		Virgin Media Sharesave Plan			7,000,000
333-167551		June 16, 2010		Viring Media Inc. 2006 Stock Incentive Plan and Virgin Media Inc. 2010 Stock Incentive Plan			37,276,751
333-179595		February 21, 2012		Virgin Media Inc. Share Incentive Plan			105,000

On February 5, 2013, the Registrant entered into an Agreement and Plan of Merger, as amended March 6, 2013 (the “Merger Agreement”) with Liberty Global, Inc., Lynx Europe Limited, Lynx US MergerCo 1 LLC, Lynx US MergerCo 2 LLC, Viper US MergerCo 1 LLC, and Viper US MergerCo 2 LLC, pursuant to which on the closing date of the merger (“Closing Date”), the Registrant has merged out of existence. The Registrant’s Successor Issuer is a wholly-owned indirect subsidiary of Liberty Global plc (the “Merger”). The Merger became effective on June 7, 2013 pursuant to the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware

As a result of the Merger, all offerings of the Registrant’s Shares pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements, as amended, have terminated. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offering, the Registrant’s Successor Issuer hereby removes from registration all Shares registered under the Registration Statements that remain unsold as of the date of the Post-Effective Amendments and terminates the effectiveness of the Registration Statements.

 

II-2

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant’s Successor Issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these Post-Effective Amendments and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, hereunto duly authorized, in Englewood, Colorado on the 10^th day of June 2013.

 

Note: No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.