-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PGhHqT7LL1cOqjawRkJwsUyABxfnVzvjDgIzmdm138XUbTt5KD0nsu9p2OiEpzEk +wKhIZnhe4uWZngz/MiINg== 0000950131-01-504657.txt : 20020413 0000950131-01-504657.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950131-01-504657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHWATCH INC CENTRAL INDEX KEY: 0001014852 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 311420852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-39202 FILM NUMBER: 1822623 BUSINESS ADDRESS: STREET 1: 1900 PIKE ROAD CITY: LONGMONT STATE: CO ZIP: 80501 BUSINESS PHONE: 3036823800 MAIL ADDRESS: STREET 1: 1900 PIKE ROAD CITY: LONGEMONT STATE: CO ZIP: 80501 8-K 1 d8k.txt FORM 8-K 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): December 14, 2001 ------------------------------------------------- EARTHWATCH INCORPORATED ------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE -------------------------------------------- (State or other jurisdiction of Incorporation) 333-39202 31-1420852 --------- ---------- (Commission (IRS Employer File Number) Identification No.) 1900 Pike Road, Longmont, Colorado 80501 ------------------------------ Address of principal executive offices) (Zip code) (303) 682-3800 ---------- (Registrant's telephone number, including area code) Item 5. Other Events. In November and December 2001, we solicited our stockholders' consent to an amendment to our Certificate of Incorporation. This amendment extends the period of time during which we may pay dividends to Holders of the Series A, Series B, and Series C Preferred Stock in cash or in additional shares of Series A, Series B or Series C Preferred Stock, as the case may be, from October 31, 2002 to October 31, 2003. The amendment also extends the date by which we must begin to pay dividends to the Holders of Series A, Series B or Series C Preferred Stock in cash from October 31, 2002 to October 31, 2003. Number of Votes by Shares Number of Votes by Shares Providing Consent Withholding Consent 85,333,303 108,648 Based on the consents received, the amendment was approved. A copy of the amendment is attached hereto as Exhibit 3.3 and is incorporated by reference in its entirety. On December 17, 2001, we issued a press release announcing the release of the first imagery from our Quickbird satellite, which was successfully launched on October 18, 2001. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation 99.1 Press Release dated December 17, 2001 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. EARTHWATCH INCORPORATED Dated: December 20, 2001 By: /s/ Henry E. Dubois --------------------- Henry E. Dubois Chief Operating Officer, Chief Financial Officer, Executive Vice President (Principal Financial and Accounting Officer) EXHIBIT INDEX ----------- Exhibit No. Description ----------- ----------- 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation 99.1 Press Release dated December 17, 2001 EX-3.3 3 dex33.txt AMENDED & RESTATED CERTIFICATE OF INCORPORATION CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EARTHWATCH INCORPORATED (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) EarthWatch Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies: FIRST, that the Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the following amendments to the Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware: RESOLVED, that the Board of Directors of the Corporation deems and declares advisable the following amendments to the Certificate of Incorporation: 1. To amend Section 3, Article IV paragraph B3 to read in its entirety as follows: 3. Dividends. --------- (a) Beginning on the Original Issue Date and ending on the fourth anniversary of the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999, the Holders shall be entitled to receive, whether or not dividends are declared by the Board out of funds of the Corporation, cumulative preferential dividends from the Original Issue Date of the Series A Preferred Stock at an annual rate equal to 7% (the "Dividend Rate") of the Liquidation Preference in effect from time to ------------- time and no more. During such period, dividends may be paid, at the Corporation's option, in cash or by the issuance of additional shares of Series A Preferred Stock (including fractional shares) having an aggregate Liquidation Preference equal to the amount of such dividends. The issuance of such additional shares of Series A Preferred Stock will constitute "payment" of the related dividend for all purposes of the Certificate of Designations; provided, however, that, the Corporation shall pay the same -------- ------- form of dividends and in the same proportion (i.e., either cash or additional shares, as the case may be, at its sole discretion) hereunder, to the extent it pays dividends, on each Dividend Payment Date on each of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock. EXHIBIt 3.3 1 (b) Beginning on the first day after the fourth anniversary of the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999, the Holders shall be entitled to receive, when, as and if declared by the Board, but only out of funds legally available therefor, distributions in the form of cash dividends on each share of Series A Preferred Stock at an annual rate equal to 7% of the Liquidation Preference in effect from time to time and no more. 2. To amend Section 3, Article IV paragraph C3 to read in its entirety as follows: 3. Dividends. --------- (a) Beginning on the Original Issue Date and ending on the fourth anniversary of the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999, the Holders shall be entitled to receive, whether or not dividends are declared by the Board out of funds of the Corporation, cumulative preferential dividends from the Original Issue Date of the Series B Preferred Stock at an annual rate equal to 7% (the "Dividend Rate") of the Liquidation Preference in effect from time to ------------- time and no more. During such period, dividends may be paid, at the Corporation's option, in cash or by the issuance of additional shares of Series B Preferred Stock (including fractional shares) having an aggregate Liquidation Preference equal to the amount of such dividends. The issuance of such additional shares of Series B Preferred Stock will constitute "payment" of the related dividend for all purposes of the Certificate of Designations; provided, however, that, the Corporation shall pay the same -------- ------- form of dividends and in the same proportion (i.e., either cash or additional shares, as the case may be, at its sole discretion) hereunder, to the extent it pays dividends, on each Dividend Payment Date on each of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock. (b) Beginning on the first day after the fourth anniversary of the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999, the Holders shall be entitled to receive, when, as and if declared by the Board, but only out of funds legally available therefor, distributions in the form of cash dividends on each share of Series B Preferred Stock at an annual rate equal to 7% of the Liquidation Preference in effect from time to time and no more. 3. To amend Section 3, Article IV paragraph D3 to read in its entirety as follows: 3. Dividends. --------- (a) Beginning on the Original Issue Date and ending on the fourth anniversary of the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999, the Holders shall be entitled to receive, whether or not dividends are declared by the Board out of funds of the Corporation, cumulative preferential dividends from the Original Issue Date of the Series C Preferred Stock at an annual rate equal to 8.5% (the "Dividend Rate") of the Liquidation Preference in effect from time to ------------- time and no more. During such period, dividends may be paid, at the Corporation's option, in cash or by the issuance of additional shares of Series C Preferred Stock (including fractional shares) having an aggregate Liquidation Preference equal to the amount of such dividends. The issuance of such additional shares of Series C Preferred Stock will constitute "payment" of the related dividend for all purposes of the Certificate of Designations; provided, however, that, the Corporation shall pay the same -------- ------- form of dividends and in the same proportion (i.e., either cash or additional shares, as the case EXHIBIT 3.3 2 may be, at its sole discretion) hereunder, to the extent it pays dividends, on each Dividend Payment Date on each of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock. (b) Beginning on the first day after the fourth anniversary of the earlier to occur of (i) receipt by the Corporation of the FCC Approval and (ii) October 31, 1999, the Holders shall be entitled to receive, when, as and if declared by the Board, but only out of funds legally available therefor, distributions in the form of cash dividends on each share of Series C Preferred Stock at an annual rate equal to 8.5% of the Liquidation Preference in effect from time to time and no more. SECOND, that in lieu of a meeting and vote of stockholders, the stockholders of the Corporation having not less than the minimum number of votes necessary to authorize such action have given written consent to, and duly adopted, said amendments in accordance with the provisions of Sections 228(a) and 242 of the General Corporation Law of the State of Delaware, and written notices to any non-consenting stockholders have been given in accordance with Section 228(e) of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned has executed this Certificate this 20th day of December, 2001. EARTHWATCH INCORPORATED By: /s/ Henry E. Dubois -------------------------- Henry E. Dubois Chief Financial Officer, Chief Operating Officer and Executive Vice President EXHIBIT 3.3 3 EX-99.1 4 dex991.txt PRESS RELEASE [LOGO DIGITALGLOBE] Press Release - -------------------------------------------------------------------------------- 1900 Pike Road - Longmont, Colorado USA 80501-6700 - Tel: 303. 682. 3800 - Fax: 303. 682. 3848 - www.digitalglobe.com Media Contact Chuck Herring Director of Marketing Communications (303) 682-3820 cherring@digitalglobe.com 800.496.1225 (Customer Service line for publication) For Immediate Release DigitalGlobe's QuickBird Imagery is Clearly the Best World's Highest Resolution Commercial Imaging Satellite Shows Unprecedented Clarity LONGMONT, Colorado, December 17, 2001, DigitalGlobe/(TM)/ announced today the release of the first imagery from the world's highest resolution commercial imaging satellite, QuickBird. The images of Antarctica, Bangkok, and Washington D.C. are downloadable from the DigitalGlobe (www.digitalglobe.com) website, (click on the red -------------------- QuickBird First Images link). The images show details never before seen from a commercial imaging satellite. The suite of imagery represents QuickBird's capabilities such as resolution, clarity, spectral qualities, and global coverage. QuickBird, manufactured by Ball Aerospace & Technologies Corp., was successfully launched on October 18, 2001, from Vandenberg AFB in California on a Boeing Delta II. As the highest-resolution commercial satellite in operation, QuickBird circles the Earth in a 450-km (280-mile), 98-degree sun-synchronous orbit, which provides consistent revisit times year-round. In addition to providing the highest-resolution imagery, QuickBird also collects an industry leading 16.5-kilometer (10.3-mile) imagery swath. The Bangkok, Thailand image, a 61-centimeter (2-foot) panchromatic (black and white) image, shows the crisp detail captured by QuickBird. The McMurdo Bay, Antarctica image, a 2.44-meter (9-foot) multispectral (color) scene, showcases the spectral qualities of QuickBird. The Washington D.C. image, a 61-centimeter natural color scene, represents the clarity, sharpness, and spectral qualities of products offered by DigitalGlobe. "To say that we are pleased with the quality of the QuickBird imagery is an understatement! We are thrilled," stated Herb Satterlee, president and chief executive officer of DigitalGlobe. "The consistent feedback from our customers who have seen the imagery is that we have taken the commercial satellite imaging industry to a new level. We now provide the clearest imagery from a commercial imaging satellite, which ensures our customers' expectations are exceeded by the quality of the product. Applications for this imagery include detailed mapping, resource management, urban planning, telecommunications, and agriculture with new markets and applications yet to be developed." The satellite has progressed halfway through the verification and calibration period. Just as DigitalGlobe has been methodical in publicly releasing the first imagery from QuickBird, DigitalGlobe plans to begin operations in a strategically phased approach to ensure our customers' experience with DigitalGlobe is exceptional. In the first quarter of 2002, DigitalGlobe plans to begin initial operations with select customers including master distributors in Europe (Eurimage) and Asia (Hitachi Software Engineering Co., Ltd.). DigitalGlobe will open access to its entire worldwide reseller network beginning in the second quarter and begin full commercial operations in July of 2002. About DigitalGlobe: www.digitalglobe.com -------------------- DigitalGlobe is an imagery and information company located in Longmont, Colorado. DigitalGlobe is establishing a market leadership position by providing the highest-resolution satellite imagery product offering, the greatest collection capacity, and the largest image size commercially available. Currently, there are no plans to launch a comparable commercial satellite until at least 2004. The company offers geographic information products through its digitalglobe.com on-line imagery store, an Internet-based global archive of geographic information available to commercial businesses. #### EXHIBIT 99.1 -----END PRIVACY-ENHANCED MESSAGE-----