-----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, Aq/thRfy/+h0Is5nmEn7LZddSABUwSAD+d7ro/KZXqpaxlUls55FK3XbSvEzomOu u89CoLmbEKVztljx5ebAhA== 0000950134-04-003265.txt : 20040311 0000950134-04-003265.hdr.sgml : 20040311 20040311082418 ACCESSION NUMBER: 0000950134-04-003265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040311 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECHOSTAR 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: 04661677 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 8-K 1 d13507ae8vk.htm FORM 8-K e8vk
Table of Contents



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): March 11, 2004

ECHOSTAR COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in charter)
         
NEVADA
(State or other jurisdiction
of incorporation)
  0-26176
(Commission
File Number)
  88-0336997
(IRS Employer
Identification No.)
         
9601 S. MERIDIAN BLVD.
ENGLEWOOD, COLORADO
(Address of principal executive offices)
      80112
(Zip Code)
     
Registrant’s telephone number, including area code:
  (303) 723-1000

ECHOSTAR DBS CORPORATION

(Exact name of registrant as specified in charter)
         
COLORADO
(State or other jurisdiction
of incorporation)
  333-31929
(Commission
File Number)
  84-1328967
(IRS Employer
Identification No.)
     
9601 S. MERIDIAN BLVD.
ENGLEWOOD, COLORADO
(Address of principal executive offices)
  80112
(Zip Code)
     
Registrant’s telephone number, including area code:
  (303) 723-1000



 


TABLE OF CONTENTS

Item 9. Regulation FD Disclosure
Item 12. Results of Operations and Financial Condition
SIGNATURES
INDEX TO EXHIBITS
Press Release


Table of Contents

Item 9. Regulation FD Disclosure

The following information is furnished pursuant to Item 9, “Regulation FD Disclosure,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

On March 11, 2004, EchoStar Communications Corporation issued a press release announcing its fourth quarter 2003 subscriber additions and also announced the rescheduling of its fourth quarter 2003 earnings call for the reasons described in the press release attached hereto as Exhibit 99.1.

Item 12. Results of Operations and Financial Condition

The following information is furnished pursuant to Item 12, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

On March 11, 2004, EchoStar Communications Corporation issued a press release announcing its fourth quarter 2003 subscriber additions and also announced the rescheduling of its fourth quarter 2003 earnings call for the reasons described in the press release attached hereto as Exhibit 99.1.

The information contained in this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing of EchoStar Communications Corporation or EchoStar DBS Corporation whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  ECHOSTAR COMMUNICATIONS CORPORATION
ECHOSTAR DBS CORPORATION
 
 
Dated: March 11, 2004  By:   /s/ Michael R. McDonnell    
    Michael R. McDonnell   
    Senior Vice President and Chief Financial Officer   
 

INDEX TO EXHIBITS

     
Exhibit Number   Description
99.1
  Press Release “EchoStar Reports Fourth Quarter 2003 Subscribers – Fourth Quarter 2003 Earnings Call to be Rescheduled” dated March 11, 2004.

 

EX-99.1 3 d13507aexv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1

ECHOSTAR REPORTS FOURTH QUARTER 2003 SUBSCRIBERS

Fourth quarter 2003 earnings call to be rescheduled

ENGLEWOOD, Colo., March 11, 2004 – EchoStar Communications Corporation (Nasdaq: DISH) reported today that its DISH Network™ satellite television service added approximately 340,000 net new subscribers during the fourth quarter of 2003. DISH Network had approximately 9.425 million subscribers as of Dec. 31, 2003, an increase of 1.245 million subscribers over Dec. 31, 2002.

EchoStar also announced today that it may seek a 15-day extension of the filing deadline for its Annual Report on Form 10-K for the year ended Dec. 31, 2003. During EchoStar’s previously announced 10 a.m. (MT) conference call and webcast today, management intends to discuss and respond to questions regarding the agreements announced yesterday between EchoStar and Viacom, EchoStar’s recent licensing, asset purchase and settlement agreements with Gemstar, and the accounting issue described below. Since EchoStar has not yet released its fourth quarter and full year 2003 financial results, EchoStar does not plan to discuss or respond to questions regarding its earnings or other financial results. The (800) 616-6729 call-in number remains unchanged and the conference call will be broadcast live from EchoStar’s website at www.echostar.com and www.dishnetwork.com. Analysts and the press are invited to participate in a question-and-answer session following introductory remarks by EchoStar executives.

The Securities and Exchange Commission (the “SEC”) has informed EchoStar of its conclusion that EchoStar over–accrued $17 million and $9 million for the replacement of smart cards during 2001 and 2002, respectively. Those cards, which provide security that only paying customers can receive programming delivered by EchoStar, become obsolete as a result of piracy. From 1996 through 2002, EchoStar gradually established a reserve to accrue for the estimated cost to replace those cards, which are included in satellite receivers that EchoStar sells and leases to consumers. The SEC concluded that EchoStar’s accrual to replace the smart cards in satellite receivers sold to and owned by consumers was appropriate. However, the SEC has determined that EchoStar should not have accrued a liability for smart cards in satellite receivers owned by EchoStar and leased to consumers.

EchoStar has postponed its earnings call and the filing of its Form 10-K while it completes discussions with the SEC, which also expressed the view this week that the reversal of the $17 million reserve established in 2001 would require EchoStar to restate its results for 2001. To our knowledge, the SEC

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has no other outstanding issues concerning EchoStar’s financial or other reporting. While other accounting resolutions are possible, since EchoStar’s 2001 financials were originally audited by Arthur Andersen LLP, if the SEC does not reconsider its current position with respect to the accrual, EchoStar will be required to have its 2001 financial statements re-audited by its current auditors. Reversal of the accrual would not affect previously reported free cash flow, but would increase earnings for those years, thus improving EchoStar’s previously reported pre-tax losses on a dollar for dollar basis. There can be no assurance that the results of any such re-audit would not result in other modifications to EchoStar’s 2001 financial results or results for other years as well. While there can be no assurance, EchoStar hopes that a re-audit could be completed and its Form 10-K filed by March 30 if the SEC does not reconsider.

EchoStar, its independent accountants, and the SEC are continuing to discuss this matter and expect to conclude these discussions in the next several days. EchoStar will issue a subsequent press release with the details of its fourth quarter 2003 earnings call when the new date for the earnings call has been determined.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Except for historical information contained herein, the matters set forth in this press release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in EchoStar Communications Corporation’s Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and EchoStar Communications Corporation undertakes no obligation to update these forward-looking statements.

About EchoStar Communications

EchoStar Communications Corporation (NASDAQ: DISH) serves over 9 million satellite TV customers through its DISH Network™, and is a leading U.S. provider of advanced digital television services. DISH Network’s services include hundreds of video and audio channels, Interactive TV, HDTV, sports and international programming, together with professional installation and 24-hour customer service. DISH Network is the leader in the sale of digital video recorders (DVRs). Visit EchoStar’s DISH Network at <www.dishnetwork.com> or call 1-800-333-DISH (3474).

Investor Relations Contact: Jason Kiser, jason.kiser@echostar.com, 303/723-2210;

Press Contact: Steve Caulk, steve.caulk@echostar.com, 303/723-2010.

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