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): August 29, 2008
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)
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(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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
As of
August 29, 2008, Charter Communications, Inc. (the "Company") entered into
exchange agreements with each of the four holders (the "Holders") of the
Company's Series A Convertible Redeemable Preferred Stock ("Preferred
Stock"). Pursuant to the exchange agreements, the Holders exchanged
36,713 shares of Preferred Stock having a liquidation preference of $4,840,985
for 4,699,986 shares of the Company's Class A Common Stock ("Common Stock")
based on the closing price of the Common Stock on August 25,
2008. The shares of Preferred Stock were cancelled by the Company and
no shares of Preferred Stock remain outstanding.
The
shares of Common Stock issued in exchange for the Preferred Stock were not
registered and were issued pursuant to Section 3(a)(9) of the Securities Act of
1933, as amended. Specifically, the shares of Common Stock were
exchanged by the Company with the existing Holders of the Preferred Stock
exclusively. No commission or other remuneration was paid or given
directly or indirectly for solicitation of the exchange. The Company
received no cash proceeds from the exchange.
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: September
4, 2008
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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