-----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, AkKJrjeDW8EcpyZ+Y7LnVaKiZJWDvt8Msecd9SN//fltBgynWZlb1NUnzw/VCCK6 GkMun1ACHyfRWT41iR8cpw== 0000950116-01-000595.txt : 20010410 0000950116-01-000595.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950116-01-000595 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEGASUS SATELLITE COMMUNICATIONS INC 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-21389 FILM NUMBER: 1595167 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 CORP DATE OF NAME CHANGE: 19960723 FORMER COMPANY: FORMER CONFORMED NAME: PEGASUS COMMUNICATIONS & MEDIA CORP DATE OF NAME CHANGE: 19960530 10-K405/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------- FORM 10-K/A Amendment No. 1 /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from_______ to _______ Commission File Number 0-21389 PEGASUS SATELLITE COMMUNICATIONS, INC. (formerly named Pegasus Communications Corporation) --------------- (Exact name of registrant as specified in its charter) Delaware 51-0374669 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) c/o Pegasus Communications Management Company 225 City Line Avenue, Suite 200, Bala Cynwyd, PA 19004 ------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (888) 438-7488 -------------- Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: None ------------------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. /X/ On February 22, 2001, the Registrant reorganized its corporate structure. In the reorganization all common and preferred stock of the Registrant was exchanged for common and preferred stock of a newly formed holding company. The new holding company assumed the name of Pegasus Communications Corporation along with the publicly-traded common stock. Number of shares of each class of Pegasus Communications Corporation's common stock outstanding as of March 28, 2001: Class A, Common Stock, $0.01 par value 46,260,736 Class B, Common Stock, $0.01 par value 9,163,800 As of March 28, 2001, the Registrant's outstanding common stock consisted of 200 shares of Class B common stock, $0.01 par value. The Registrant is a wholly owned subsidiary of Pegasus Communications Corporation. None of the Registrant's voting or non-voting common stock is held by non-affiliates of the Registrant. ================================================================================ Explanatory Note This Annual Report on Form 10-K/A constitutes Amendment No. 1 to the Registrant's Form 10-K for the fiscal year ended December 31, 2000. This Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000 is being filed solely to (1) amend Schedule II - Valuation and Qualifying Accounts under ITEM 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K and (2) add Exhibit 23.2, Consent of PricewaterhouseCoopers LLP, under ITEM 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K. ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (3) Exhibits Exhibit Number Description of Document - ------ ----------------------- 23.2* Consent of PricewaterhouseCoopers LLP. - --------- * Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 SATELLITE COMMUNICATIONS, INC. By: /s/ Scott A. Blank --------------------------------- Scott A. Blank Vice President Date: April 4, 2001 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
* Chairman of the Board, Chief - -------------------------------- Executive Officer and President April 4, 2001 Marshall W. Pagon (Principal Executive Officer) * Executive Vice President, Chief - -------------------------------- Administrative Officer, Secretary April 4, 2001 Ted S. Lodge Director
* Vice President and Chief April 4, 2001 - ------------------------------------ Financial Officer M. Kasin Smith (Principal Financial and Accounting Officer) * Director April 4, 2001 - ------------------------------------ Robert F. Benbow * Director April 4, 2001 - ------------------------------------ William P. Collatos * Director April 4, 2001 - ------------------------------------ Harry F. Hopper III * Director April 4, 2001 - ------------------------------------ James J. McEntee, III * Director April 4, 2001 - ------------------------------------ Mary C. Metzger * Director April 4, 2001 - ------------------------------------ William P. Phoenix * Director April 4, 2001 - ------------------------------------ Robert N. Verdecchio *By: /s/ Scott A. Blank --------------------- Attorney-in-fact
-2- PEGASUS SATELLITE COMMUNICATIONS, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 1998, 1999 and 2000 (In thousands)
Balance at Additions Additions Balance at Beginning of Charged To Charged To End of Description Period Expenses Other Accounts Deductions Period Allowance for Uncollectible Accounts Receivable - ------------------------------ Year 1998 $ 319 $2,847 $ 183(a) $ 2,782(c) $ 567 Year 1999 567 8,369 - 7,526(c) 1,410 Year 2000 1,410 14,531 1,000(b) 13,638(c) 3,303 Valuation Allowance for Deferred Tax Assets (d) - ------------------------------ Year 1998 $13,297 $ - $ - $7,996(f) $5,301 Year 1999 5,301 54,507 - - 59,808 Year 2000 59,808 - 2,729(e) 62,537(g) -
(a) Amount acquired as a result of the merger with Digital Television Services, Inc. (b) Represents allowance for doubtful accounts obtained in the acquisition of Golden Sky Holdings, Inc. (c) Amounts written off, net of recoveries. (d) Ending balances for 1998 and 1999 have been restated for the revisions to purchase accounting for the acquisitions indicated in (f) and (g) below. (e) Net operating loss carryfowards incurred during the year. (f) Valuation allowances no longer required as a result of the purchase accounting revisions made to the Digital Television Services acquisition. (g) Valuation allowances no longer required as a result of the purchase accounting revisions made to the Digital Television Services and Golden Sky Holdings acquisitions. -3- EX-23.2 2 0002.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Registration Nos. 333-22845-99, 333-22823-99, 333-52755-99 and 333-33756-99), Form S-4 Registration No. 333-34162-99, Forms S-3 (Registration Nos. 333-33432-99 and 333-32668-99) and Form S-1 Registration No. 333-20357-99 of Pegasus Communications Corporation of the report of Pegasus Satellite Communications, Inc. dated February 27, 2001 relating to the financial statements and financial statement schedule, which appear in the Form 10-K, as amended by this Amendment No. 1 to Form 10-K/A. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania April 4, 2001 -----END PRIVACY-ENHANCED MESSAGE-----