0001104659-12-050001.txt : 20120720 0001104659-12-050001.hdr.sgml : 20120720 20120720084830 ACCESSION NUMBER: 0001104659-12-050001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120719 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120720 DATE AS OF CHANGE: 20120720 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: 12971073 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: 12971074 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 a12-16663_28k.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): July 19, 2012

DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA		0-26176		88-0336997
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9601 SOUTH MERIDIAN BLVD. ENGLEWOOD, COLORADO		80112
(Address of principal executive offices)		(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		333-31929		84-1328967
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9601 SOUTH MERIDIAN BLVD. ENGLEWOOD, COLORADO		80112
(Address of principal executive offices)		(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 8.01 Other Events

On July 20, 2012, DISH Network Corporation (NASDAQ: “DISH”) announced that its wholly-owned subsidiary, DISH DBS Corporation, priced an offering of $1 billion aggregate principal amount of debt securities at an issue price of 100.750%. The debt securities will be issued as additional 5.875% Senior Notes due 2022 (the “2022 Notes”) under an indenture, dated as of May 16, 2012, pursuant to which DISH DBS Corporation issued $1 billion aggregate principal amount of the 2022 Notes on May 16, 2012. The 2022 Notes offered by DISH DBS Corporation in this offering and the 2022 Notes previously issued under the indenture will be treated as a single class of debt securities under the indenture. The net proceeds of this offering are intended to be used for general corporate purposes.

This offering is expected to close on July 26, 2012, subject to customary conditions.

Certain statements incorporated by reference in this Current Report on Form 8-K may be forward-looking statements, which may involve a number of risks and uncertainties that could cause actual events or results to differ materially from those described. Neither DISH Network Corporation nor DISH DBS Corporation undertakes any obligation to update forward-looking statements.

See Press Release, dated July 20, 2012, “DISH Network Places Offering of $1 Billion in Senior Notes” attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release “DISH Network Places Offering of $1 Billion in Senior Notes” dated July 20, 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: July 20, 2012	By:	/s/ R. Stanton Dodge
		R. Stanton Dodge
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX


Exhibit 99.1		Press Release “DISH Network Places Offering of $1 Billion in Senior Notes” dated July 20, 2012

EX-99.1 2 a12-16663_2ex99d1.htm EX-99.1

Exhibit 99.1

DISH Network Places Offering of $1 Billion in Senior Notes

ENGLEWOOD, Colo.—(MARKET WIRE)— July 20, 2012— DISH Network Corporation (NASDAQ: DISH) today announced that its subsidiary, DISH DBS Corporation, has priced an offering of $1 billion aggregate principal amount of debt securities at an issue price of 100.750%. The debt securities will be issued as additional 5.875% Senior Notes due 2022 (the “2022 Notes”) under an indenture, dated as of May 16, 2012, pursuant to which DISH DBS Corporation issued $1 billion aggregate principal amount of the 2022 Notes on May 16, 2012. The 2022 Notes offered by DISH DBS Corporation in this offering and the 2022 Notes previously issued under the indenture will be treated as a single class of debt securities under the indenture. The net proceeds of this offering are intended to be used for general corporate purposes.

This offering is expected to close on July 26, 2012, subject to customary conditions.

DISH DBS Corporation placed the 2022 Notes offered in this offering in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The 2022 Notes offered in this offering have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the 2022 Notes offered in this offering; nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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 DISH Network Corporation’s and DISH DBS Corporation’s Disclosure Regarding Forward-Looking Statements included in their recent filings with the Securities and Exchange Commission, including their annual reports on Form 10-K and their most recent quarterly reports on Form 10-Q. The forward-looking statements speak only as of the date made, and DISH Network Corporation and DISH DBS Corporation expressly disclaim any obligation to update these forward-looking statements.