-----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, FK8fgAWpmPc7N1jOM/HC/gQxKPHD1rQUq3rvqw3VIMx9NS3J+2j8OWzSiTXus1oL LDvwwi6ptJq8NR/nR2717g== 0000950117-01-500555.txt : 20010613 0000950117-01-500555.hdr.sgml : 20010613 ACCESSION NUMBER: 0000950117-01-500555 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010612 EFFECTIVENESS DATE: 20010612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIRIUS SATELLITE RADIO INC CENTRAL INDEX KEY: 0000908937 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 521700207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62818 FILM NUMBER: 1659368 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128995000 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CD RADIO INC DATE OF NAME CHANGE: 19940203 S-8 1 a29897.txt S-8 As filed with the Securities and Exchange Commission on June 12, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- SIRIUS SATELLITE RADIO INC. (Exact name of registrant as specified in its charter) Delaware 52-170027 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1221 Avenue of the Americas, 36th Floor New York, NY 10020 (212) 584-5100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) SIRIUS SATELLITE RADIO INC. 401(k) SAVINGS PLAN (Full title of the Plan) Patrick L. Donnelly Senior Vice President, General Counsel and Secretary Sirius Satellite Radio Inc. 1221 Avenue of the Americas 36th Floor New York, New York 10020 (212) 584-5100 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- Copies to: Paul D. Ginsberg Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 ----------------------
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Title of each class Amount to be Proposed maximum offering Proposed maximum Amount of of securities to be registered(1) Registered (2) price per share (3) aggregate offering price(3) registration fee - ----------------------------------------------------------------------------------------------------------------------------------- Shares of Sirius Satellite Radio Inc. Common Stock, par value $0.001 per share (the "Common Stock") 100,000 $13.66 $1,366,000 $342 Preferred Stock Purchase Rights(4) 100,000 (4) (4) (4) - -----------------------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of Common Stock and Preferred Stock Purchase Rights that may be issuable pursuant to the anti-dilution provisions of the employee benefit plan described herein. (2) This amount represents a 100,000 share increase in the number of shares of the Common Stock authorized for issuance under the Sirius Satellite Radio Inc. 401(k) Savings Plan. (3) The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) based on the average of the high and low prices for shares of the Common Stock on June 7, 2001, as reported in the Nasdaq National Market System, which was $13.66. (4) Each Preferred Stock Purchase Right (the "Rights") represents the right to purchase one one-hundredth of a share of Series B Preferred Stock for each share of Common Stock. The Rights are appurtenant to and trade with the Common Stock. The value attributable to the Rights, if any, is reflected in the value of the Common Stock and the registration fee for the Rights is included in the fee for the Common Stock. INTRODUCTION This Registration Statement on Form S-8 is filed by Sirius Satellite Radio Inc., a Delaware corporation (the "Company"), with respect to an additional 100,000 shares of the Company's common stock, par value of $0.001 per share, issuable under the Sirius Satellite Radio Inc. 401(k) Savings Plan (the "Plan"), and consists of those items required by General Instruction E to Form S-8. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 2000; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; 3. The Company's Registration Statement on Form S-8 (File No. 333-47954) dated October 13, 2000; and 4. The Company's Registration Statement on Form S-8 (File No. 333-65473) dated October 8, 1998. All other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 5. Interests of Named Experts and Counsel Patrick L. Donnelly, Esq., whose legal opinion with respect to the securities registered hereunder is filed as Exhibit 5.1 hereto, is an employee of the Company and participates in the Plan and other benefit plans established by the Company. Item 8. Exhibits See Exhibit Index elsewhere herein. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 12, 2001. SIRIUS SATELLITE RADIO INC. By: /s/ Patrick L. Donnelly ------------------------------------- Patrick L. Donnelly Senior Vice President, General Counsel and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Patrick L. Donnelly and Douglas Kaplan, and each of them, his true and lawful agent, proxy and attorney-in-fact, each acting alone with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his or their substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signatures Title Date ---------- ----- ---- /s/ David Margolese Chairman and Chief Executive Officer June 12, 2001 ------------------------ (Principal Executive Officer) David Margolese /s/ John J. Scelfo Senior Vice President and June 12, 2001 -------------------- Chief Financial Officer John J. Scelfo (Principal Financial Officer) /s/ Edward Weber, Jr. Vice President and Controller June 12, 2001 ------------------------ (Principal Accounting Officer) Edward Weber, Jr. /s/ Lawrence F. Gilberti Director June 12, 2001 ------------------------- Lawrence F. Gilberti /s/ Joseph V. Vittoria Director June 12, 2001 --------------------------- Joseph V. Vittoria
INDEX TO EXHIBITS
EXHIBIT NO. - -------- 5.1 Opinion of Patrick L. Donnelly, Senior Vice President, General Counsel and Secretary of the Company (filed herewith). 23.1 Consent of Patrick L. Donnelly, Senior Vice President, General Counsel and Secretary of the Company (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP (filed herewith).
EX-5 2 ex-5.txt EXHIBIT 5.1 EXHIBIT 5.1 Sirius Satellite Radio Inc. 1221 Avenue of the Americas New York, NY 10020 June 12, 2001 Sirius Satellite Radio Inc. 1221 Avenue of the Americas New York, NY 10020 Dear Sirs: I am familiar with the Sirius Satellite Radio Inc. 401(k) Savings Plan (the "Plan") under which 200,000 shares of common stock, par value $0.001 per share, of Sirius Satellite Radio Inc., a Delaware corporation (the "Company"), have been authorized for issuance (the "Shares"). I have acted as counsel to the Company in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration under the Act of 100,000 Shares and 100,000 Preferred Stock Purchase Rights (the "Rights"), which are appurtenant to, and trade with, the Shares. In this connection, I have examined such records, documents and proceedings, as I have deemed relevant and necessary as a basis for the opinion expressed herein. Based upon the foregoing, I am of the opinion that Shares have been duly authorized for issuance under the Plan by all proper corporate action and, when such Shares have been issued pursuant to the provisions of the Plan as set forth in the Registration Statement and any conditions or restrictions relating thereto shall have been satisfied, such Shares will be legally issued, fully paid and non-assessable. When the Rights are issued in accordance with the terms of the Plan and the Rights Agreement between the Company and The Bank of New York, as Rights Agent, the Rights will be duly and validly issued. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Patrick L. Donnelly Patrick L. Donnelly Senior Vice President, General Counsel and Secretary EX-23 3 ex-23.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated March 8, 2001, included in Sirius Satellite Radio Inc.'s Form 10K for the year ended December 31, 2000 and all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP June 12, 2001 New York, New York -----END PRIVACY-ENHANCED MESSAGE-----