-----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, LF2cSz4yCrZkobvOA6DczHhYWD/omkesClxRoV3yiznYfa1p+hKW54aYkQBhXBY5 dnungxdhxLCBksaB9vv5LA== 0000950117-04-000205.txt : 20040115 0000950117-04-000205.hdr.sgml : 20040115 20040115164806 ACCESSION NUMBER: 0000950117-04-000205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040114 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040115 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: 04527782 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 a36833.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): January 14, 2004 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 January 15, 2004 to July 1, 2004. A copy of the Amendment to the Rights Agreement, dated as of January 14, 2004, 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: January 15, 2004 -3- EXHIBIT INDEX
Exhibit Description of Exhibit - ------- ---------------------- 99.1 Amendment, dated as of January 14, 2004, 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 January 14, 2004 (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 January 15, 2004 to July 1, 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 July 1, 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 "January 15, 2004" in the ninth line thereof and replacing it with "July 1, 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/ Edward Timmons -------------------------------- Edward Timmons -2- -----END PRIVACY-ENHANCED MESSAGE-----