UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): FEBRUARY 24, 2005
MEDIACOM COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 0-29227 06-1566067
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
100 CRYSTAL RUN ROAD
MIDDLETOWN, NEW YORK 10941
(Address of principal executive offices)
Registrant's telephone number: (845) 695-2600
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:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 24, 2005, Rocco B. Commisso, Chairman and Chief Executive
Officer of Mediacom Communications Corporation (the "Registrant"), pursuant to
authority granted to Mr. Commisso by the Compensation Committee of the
Registrant and within the guidelines approved by the Compensation Committee,
determined the compensation arrangements of the Registrant's named executive
officers serving in such capacity as of December 31, 2004 (the "Named Executive
Officers").
ANNUAL BASE SALARY
The Chairman determined that the Named Executive Officers will receive the
following base salaries, effective January 1, 2005.
Mark E. Stephan Executive Vice President, Chief $ 280,000
Financial Officer and Treasurer
John G. Pascarelli Executive Vice President, Operations $ 270,000
Italia Commisso Weinand Senior Vice President, Programming and $ 220,000
Human Resources
Joseph E. Young Senior Vice President, General Counsel $ 220,000
and Secretary
Annually, each Named Executive Officer will have the choice to use a
Registrant-owned/leased automobile or receive a $10,000 benefit allowance.
BONUS
The Chairman determined that the Named Executive Officers will receive the
following bonus payments for performance in 2004.
Mark E. Stephan Executive Vice President, Chief $ 50,000
Financial Officer and Treasurer
John G. Pascarelli Executive Vice President, Operations $ 45,000
Italia Commisso Weinand Senior Vice President, Programming and $ 35,000
Human Resources
Joseph E. Young Senior Vice President, General Counsel $ 35,000
and Secretary
STOCK OPTION GRANTS
The Chairman determined that the Named Executive Officers will receive the
following stock option grants under the Registrant's 2003 Incentive Plan for
performance in 2004 at an exercise price of $5.42 per share, which was the
closing price of the Registrant's Class A common stock on February 23, 2005. The
options are subject to vesting in four equal installments commencing on February
24, 2006 and expire on February 24, 2011.
Mark E. Stephan Executive Vice President, Chief 30,000
Financial Officer and Treasurer
John G. Pascarelli Executive Vice President, Operations 35,000
Italia Commisso Weinand Senior Vice President, Programming and 22,000
Human Resources
Joseph E. Young Senior Vice President, General Counsel 22,000
and Secretary
RESTRICTED STOCK UNIT GRANTS
The Chairman determined that the Named Executive Officers will receive the
following restricted stock unit grants under the Registrant's 2003 Incentive
Plan. The restricted stock units will vest on February 24, 2009.
Mark E. Stephan Executive Vice President, Chief 130,000
Financial Officer and Treasurer
John G. Pascarelli Executive Vice President, Operations 130,000
Italia Commisso Weinand Senior Vice President, Programming and 100,000
Human Resources
Joseph E. Young Senior Vice President, General Counsel 100,000
and Secretary
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 24, 2005
MEDIACOM COMMUNICATIONS CORPORATION
By: /s/ Mark E. Stephan
-------------------------------
Mark E. Stephan
Executive Vice President,
Chief Financial Officer and
Treasurer
