-----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, HVNuuaTjOMQ9Z6EfOYH6un3S5ViYe5YNtY2+u1Dfklcfmbap3EMaEnzU+osejVgG BLG1SsA6aS4mWcElKNx1og== 0000950117-03-003338.txt : 20030730 0000950117-03-003338.hdr.sgml : 20030730 20030730163052 ACCESSION NUMBER: 0000950117-03-003338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030730 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030730 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24710 FILM NUMBER: 03811808 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 8-K 1 a35862.txt SIRIUS SATELLITE RADIO INC. ================================================================================ 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 30, 2003 SIRIUS SATELLITE RADIO INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-24710 52-1700207 (State or other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 1221 Avenue of the Americas, 36th Fl., New York, NY 10020 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 584-5100 ================================================================================ Item 5. Other Events. Our board of directors has extended the expiration date of the rights issued under the Rights Agreement between The Bank of New York and ourselves from August 1, 2003 to January 15, 2004. A copy of the Amendment to the Rights Agreement, dated as of July 30, 2003, between The Bank of New York and ourselves is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. The Exhibit Index attached hereto is incorporated herein. -2- SIGNATURES 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. SIRIUS SATELLITE RADIO INC. By: /s/ Patrick L. Donnelly ------------------------ Patrick L. Donnelly Executive Vice President, General Counsel and Secretary Dated: July 30, 2003 -3- EXHIBIT INDEX Exhibit Description of Exhibit ------- ---------------------- 99.1 Amendment, dated as of July 30, 2003, to Rights Agreement between Sirius Satellite Radio Inc. and The Bank of New York. -4- EX-99 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 ------------ AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of July 30, 2003 (this "Amendment"), by and between SIRIUS SATELLITE RADIO INC. (formerly known as CD Radio Inc.), a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York corporation (the "Rights Agent"). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Rights Agreement. RECITALS WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement, dated as of October 22, 1997 (as heretofore amended, the "Rights Agreement"); WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement to extend the Final Expiration Date of the exercise of the Rights from August 1, 2003 to January 15, 2004; WHEREAS, the Board of Directors of the Company deems it desirable and in the best interests of the Company and its stockholders to amend the Rights Agreement to extend the Final Expiration Date to January 15, 2004; Accordingly, the parties agree as follows: 1. Amendment of Section 7(a) of the Rights Agreement. Section 7(a) of the Rights Agreement is hereby amended by deleting the date "August 1, 2003" in the ninth line thereof and replacing it with "January 15, 2004". 2. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated. (Signature page follows) EXECUTED as of the date set forth above. SIRIUS SATELLITE RADIO INC. By:/s/ Patrick L. Donnelly ----------------------- Patrick L. Donnelly Executive Vice President, General Counsel and Secretary THE BANK OF NEW YORK By:/s/ Alexander Pabon ------------------- Alexander Pabon -2- -----END PRIVACY-ENHANCED MESSAGE-----