-----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, JJuYJdveqJ5CNQxN4CNHlbIizaz+TYBQtPn92U0yeYiTuLVxlqQaPP4C3ki4EB0/ PJB1dzYHln8lVwsoLi/WCA== 0000950116-00-002909.txt : 20001220 0000950116-00-002909.hdr.sgml : 20001220 ACCESSION NUMBER: 0000950116-00-002909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001219 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEGASUS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001015629 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 510374669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21389 FILM NUMBER: 791856 BUSINESS ADDRESS: STREET 1: C/O PEGASUS COMMUNICATIONS MANAGEMENT STREET 2: 225 CITY LINE AVENUE SUITE 200 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6103411801 MAIL ADDRESS: STREET 1: 1345 CHESTNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19107-3496 FORMER COMPANY: FORMER CONFORMED NAME: PEGASUS COMMUNICATIONS & MEDIA CORP DATE OF NAME CHANGE: 19960530 8-K 1 0001.txt 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 19, 2000 ----------------- PEGASUS COMMUNICATIONS CORPORATION -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-21389 51-0374669 - --------------- ------------ ------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) c/o Pegasus Communications Management Company, 225 City Line Avenue, Suite 200, Bala Cynwyd, Pennsylvania 19004 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 888-438-7488 ------------ - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On December 19, 2000, Pegasus Communications Corporation announced in two separate press releases (i) that it launched its previously announced offer to issue shares of a newly issued series of preferred stock in exchange for the Series A preferred stock to be issued by its new holding company upon completion of its holding company reorganization and (ii) that it anticipates completing its previously announced reorganization of its existing businesses under a newly created holding company by the end of January 2001. Copies of the two press releases are filed as Exhibits 99.1 and 99.2, each of which are incorporated by reference into this report. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Registrant's press release, dated December 19, 2000. 99.2 Registrant's press release, dated December 19, 2000. SIGNATURE 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 thereunto duly authorized. PEGASUS COMMUNICATIONS CORPORATION December 19, 2000 By: /s/ Scott A. Blank ----------------------------------- Scott A. Blank Vice President Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Registrant's press release, dated December 19, 2000. 99.2 Registrant's press release, dated December 19, 2000. EX-99.1 2 0002.txt EXHIBIT 99.1 PEGASUS COMMUNICATIONS CORPORATION LAUNCHES EXCHANGE OFFER FOR SERIES A PREFERRED STOCK BALA CYNWYD, PA, December 19, 2000 - Pegasus Communications Corporation (NASDAQ: PGTV) announced today that it has launched its previously announced offer to issue shares of a newly issued series of preferred stock in exchange for the Series A Preferred Stock to be issued by its new holding company upon completion of its holding company reorganization. Unless extended or terminated, the exchange offer will expire on January 18, 2001. In the reorganization, the existing company that operates under the name Pegasus Communications Corporation will change its name to Pegasus Satellite Communications, Inc. and become a subsidiary of a new holding company (the "New Holding Company") that will assume the name Pegasus Communications Corporation. In the reorganization, the existing Series A Preferred Stock will become identical Series A Preferred Stock of the New Holding Company. In the exchange offer, Pegasus Satellite Communications, Inc. will offer to exchange a new series of its preferred stock for the New Holding Company's Series A Preferred Stock. The terms of the new series will be identical to those of the existing series. The offer will not affect the other series of preferred stock. It is intended that the exchange offer and the reorganization will be completed concurrently. The securities being offered in the exchange offer will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. About Pegasus Pegasus Communications Corporation (www.pgtv.com) is one of the fastest growing media companies in the United States and serves approximately 1.3 million DBS customers in 41 states. Pegasus is the tenth largest multichannel video provider in the United States and the only publicly traded cable, satellite TV or Internet services company exclusively focused on providing service to rural and underserved areas. Through agreements with MetaTV, Liberate Technologies, Genuity, Hughes Network Systems and other companies, Pegasus is expanding the array of advanced digital products and services it offers through the more than 3,000 independent retailers in the Pegasus Retail Network to include interactive television, narrowband TV centric Internet access and broadband Internet access to TV's, PC's and other Internet access appliances. ### For further information, please contact: - ---------------------------------------- Yolanda Robins Jeff Majtyka Pegasus Communications Corporation Brainerd Communications, Inc. (610) 934-7030 212) 986-6667 yrobins@pgtv.com majtyka@braincomm.com - ---------------- --------------------- EX-99.2 3 0003.txt EXHIBIT 99.2 PEGASUS COMMUNICATIONS ANNOUNCES TIMING OF CREATION OF NEW HOLDING COMPANY BALA CYNWYD, PA, December 19, 2000 - Pegasus Communications Corporation (NASDAQ: PGTV) announced today that it anticipates completing its previously announced reorganization of its existing businesses under a newly created holding company by the end of January 2001. The new holding company will assume the name Pegasus Communications Corporation. In connection with the reorganization: o Pegasus' existing DBS business will be retained by Pegasus Communications Corporation, which will be renamed Pegasus Satellite Communications, Inc. ("Pegasus Satellite"). Pegasus Satellite will also hold Pegasus' broadcast television business and its broadband and TV centric Internet access businesses. As a result of the reorganization, Pegasus Satellite will become a direct subsidiary of the new holding company. o Pegasus' intellectual property rights licensed from Personalized Media Communications and its Ka and Ku band FCC license applications will be held by another direct subsidiary of the new holding company. Pegasus is effecting this reorganization to increase its flexibility to pursue new activities and initiatives through other subsidiaries of the new holding company rather than through the existing company. As a result of the reorganization, all of the capital stock of the existing Pegasus Communications Corporation, including its Class A Common Stock and preferred stock, will be exchanged for shares of the new holding company. The Class A Common Stock of the new holding company will trade on the NASDAQ National Market under the symbol "PGTV." Pegasus Communications Corporation's existing debt will remain obligations of Pegasus Satellite. A separate press release has been issued today relating to the commencement of the exchange offer of the Series A Preferred Stock to be held by the new holding company. About Pegasus Pegasus Communications Corporation (www.pgtv.com) is one of the fastest growing media companies in the United States and serves approximately 1.3 million DBS subscribers in 41 states. Pegasus is the tenth largest multichannel video provider in the United States and the only publicly traded cable, satellite TV or Internet services company exclusively focused on providing service to rural and underserved areas. Through agreements with MetaTV, Liberate Technologies, Genuirty, Hughes Network Systems and other companies, Pegasus is expanding the array of advanced digital products and services it offers through the more than 3,000 independent retailers in the Pegasus Retail Network to include interactive television, narrowband TV centric Internet access and broadband Internet access to TV's, PC's and other Internet access appliances. ### For further information, please contact: - ---------------------------------------- Yolanda Robins Jeff Majtyka Pegasus Communications Corporation Brainerd Communications, Inc. (610) 934-7030 (212) 986-6667 yrobins@pgtv.com majtyka@braincomm.com - ---------------- --------------------- -----END PRIVACY-ENHANCED MESSAGE-----