0001104659-12-070220.txt : 20121022 0001104659-12-070220.hdr.sgml : 20121022 20121022080119 ACCESSION NUMBER: 0001104659-12-070220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121021 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121022 DATE AS OF CHANGE: 20121022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISH Network CORP CENTRAL INDEX KEY: 0001001082 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 880336997 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26176 FILM NUMBER: 121153652 BUSINESS ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037231000 MAIL ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ECHOSTAR COMMUNICATIONS CORP DATE OF NAME CHANGE: 19950919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISH DBS CORP CENTRAL INDEX KEY: 0001042642 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 841328967 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-31929 FILM NUMBER: 121153653 BUSINESS ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037231277 MAIL ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ECHOSTAR DBS CORP DATE OF NAME CHANGE: 19970717 8-K 1 a12-24653_18k.htm 8-K

UNITED STATES
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): October 22, 2012 (October 21, 2012)

DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction
of incorporation)

0-26176
(Commission File Number)

88-0336997
(IRS Employer
Identification No.)

9601 SOUTH MERIDIAN BLVD.
ENGLEWOOD, COLORADO
(Address of principal executive offices)

80112
(Zip Code)

(303) 723-1000

(Registrant’s telephone number, including area code)

DISH DBS CORPORATION

(Exact name of registrant as specified in its charter)

COLORADO
(State or other jurisdiction of
incorporation)

333-31929
(Commission File Number)

84-1328967
(IRS Employer
Identification No.)

9601 SOUTH MERIDIAN BLVD.
ENGLEWOOD, COLORADO
(Address of principal executive offices)

80112
(Zip Code)

(303) 723-1000

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 October 21, 2012, DISH Network L.L.C. (“DISH Network”), a subsidiary of DISH Network Corporation, entered into a confidential settlement agreement and release (the “Settlement Agreement”) with Voom HD Holdings LLC (“Voom”) and CSC Holdings, LLC (“Cablevision”), and for certain limited purposes, MSG Holdings, L.P., The Madison Square Garden Company and EchoStar Corporation. The Settlement Agreement resolves all pending litigation between the parties, including litigation relating to the alleged breach of contract claims regarding carriage of certain Voom programming on the DISH-branded pay TV service. This litigation is described in the periodic reports filed by DISH Network Corporation and DISH DBS Corporation with the Securities and Exchange Commission including in the annual report on Form 10-K for the year ended December 31, 2011 under the caption “Item 3. Legal Proceedings — Voom” and subsequent quarterly reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012 under the caption “Part II — Item 1. Legal Proceedings — Voom.”

Pursuant to the terms of the Settlement Agreement, among other things: (i) all pending litigation between the parties will be dismissed with prejudice and the parties will release each other for all claims against each other related to their lawsuit and Voom; (ii) by October 23, 2012, DISH Network agreed to pay $700 million in cash to Voom and its affiliates; (iii) DTV Norwich, LLC, an affiliate of Cablevision, agreed to enter into an agreement to transfer certain of its wireless multichannel video distribution & data service licenses to DISH Network; and (iv) DISH Media Holdings Corporation, an affiliate of DISH Network, agreed to enter into an agreement to transfer its ownership interest in Voom to Rainbow Programming Holdings, LLC, an affiliate of Voom.

Item 8.01 Other Events

As part of a separate, multi-year agreement, DISH Network entered into a programming agreement with AMC Network Entertainment LLC, WE: Women’s Entertainment LLC, The Independent Film Channel, The Sundance Channel L.L.C., subsidiaries of AMC Networks Inc. and Fuse Channel LLC, a subsidiary of The Madison Square Garden Company, for the carriage of AMC, WE, IFC, and Sundance Channel and the Fuse channel.

See Press Release, dated October 21, 2012, “DISH Network and Voom Reach Settlement” attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release “DISH Network and Voom Reach Settlement” dated October 21, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	DISH NETWORK CORPORATION DISH DBS CORPORATION

Date: October 22, 2012	By:	/s/R. Stanton Dodge
		R. Stanton Dodge
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number		Description

Exhibit 99.1		Press Release “DISH Network and Voom Reach Settlement” dated October 21, 2012.

EX-99.1 2 a12-24653_1ex99d1.htm EX-99.1

Exhibit 99.1

DISH NETWORK AND VOOM REACH SETTLEMENT

ENGLEWOOD, CO—(Marketwire - Oct 21, 2012) - DISH Network Corporation (NASDAQ: DISH)

· Terms call for DISH to pay $700 million in cash; DISH to receive certain wireless spectrum licenses

· DISH enters multi-year agreement to carry AMC, IFC, WE tv, Sundance Channel and Fuse; AMC channel broadcast resumes Sunday, October 21

DISH Network Corporation (NASDAQ: DISH) announced today that its subsidiary, DISH Network L.L.C., has settled all of its pending litigation with Voom HD Holdings LLC.

Terms of the settlement call for DISH Network to pay $700 million in cash. As part of the agreement, DISH will receive 500 MHz of wireless multichannel video distribution and data service (“MVDDS”) spectrum licenses that cover a population of 150 million in 45 DMAs including New York, Los Angeles, Chicago, San Francisco and Philadelphia.

As part of a separate, multi-year agreement, DISH will resume broadcast of the AMC channel Sunday, October 21. The AMC channel will be carried on DISH channel 131.

“We are glad to have settled the case and reestablished our long-term relationships with AMC Networks and Cablevision,” said Dave Shull, senior vice president of Programming at DISH. “This multi-year deal delivers a fair value for both parties and includes digital expansion opportunities for AMC Networks’ programming.”

Other AMC Networks programming, including Sundance Channel, WE tv and IFC, will return to DISH Nov. 1. The Madison Square Garden Company’s music-oriented Fuse channel will begin broadcast Nov. 1, as well.

About DISH

DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH Network L.L.C., provides approximately 14.061 million satellite TV customers, as of June 30, 2012, with the highest quality programming and technology with the most choices at the best value, including HD Free for Life. Subscribers enjoy the largest high definition line-up with more than 200 national HD channels, the most international channels, and award-winning HD and DVR technology. DISH Network Corporation’s subsidiary, Blockbuster L.L.C., delivers family entertainment to millions of customers around the world. DISH Network Corporation is a Fortune 200 company. Visit www.dish.com.