<PAGE>
As filed with the Securities and Exchange Commission on March 7, 1997
Registration No. _______.__
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
---------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECHOSTAR COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-03369997
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
90 INVERNESS CIRCLE EAST
ENGLEWOOD, COLORADO 80112
(Address, including zip code, of principal executive offices)
ECHOSTAR COMMUNICATIONS CORPORATION
401(k) EMPLOYEES' SAVINGS PLAN
(Full Title of Plan)
DAVID K. MOSKOWITZ
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ECHOSTAR COMMUNICATIONS CORPORATION
90 INVERNESS CIRCLE EAST
ENGLEWOOD, COLORADO 80112
(303) 799-8222 EXT. 5323
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of to be price offering registration
securities to be registered registered per share price (1) fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 55,000 shares(2) $22.875 $1,258,125.00 $381.25
$0.01 par value
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
(1) This calculation is made solely for the purpose of determining the amount
of the registration fee and, in accordance with Rule 457(h) under the
Securities Act of 1933, is based upon the average of the high and low
prices of the Company's Class A Common Stock as quoted on the Nasdaq
National Market System on March 7, 1997.
(2) This amount represents a 55,000 share increase in the number of shares of
the Company's Class A Common Stock authorized for issuance under the
Company's 401(k) Employees' Savings Plan.
IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE
OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLAN DESCRIBED HEREIN.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by EchoStar
Communications Corporation, a Nevada Corporation formed in April, 1995 (the
"Company"), relating to an additional 55,000 shares of the Company's Class A
Common Stock, par value of $0.01 per share, issuable under the Company's
401(k) Employees' Savings Plan, and consists of only those items required by
General Instruction E to Form S-8.
2
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8, Registration No. 33-80527,
previously filed by the Company with the Securities and Exchange Commission on
December 19, 1995, and the Company's Registration Statement on Form S-4
(Amendment No. 7), Registration No. 333-03584, previously filed with the
Securities and Exchange Commission on December 20, 1996, are incorporated herein
by reference and made a part hereof.
Pursuant to General Instruction E, only those opinions and consents
required by item 8 are provided, as follows:
Exhibit No. Exhibit Description
----------- -------------------
5.1 Opinion and Consent of David K. Moskowitz, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of David K. Moskowitz, Esq. See Exhibit 5.1.
24 Power of Attorney.
3
<PAGE>
SIGNATURES
THE REGISTRANT.
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 Englewood, State of Colorado, on March 7, 1997.
ECHOSTAR COMMUNICATIONS CORPORATION
By: /s/ DAVID K. MOSKOWITZ
------------------------------------
David K. Moskowitz
Senior Vice President, General
Counsel and Secretary
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 date indicated.
Signature Title Date
--------- ----- ----
*
- ----------------------- Chief Executive Officer, Chairman March 7, 1997
Charles W. Ergen and Director
(Principal Executive Officer)
*
- ----------------------- Chief Financial Officer and March 7, 1997
Steven B. Schaver Chief Operating Officer
(Principal Financial Officer)
*
- ----------------------- Vice President and Treasurer March 7, 1997
J. Allen Fears (Principal Accounting Officer)
*
- ----------------------- Vice Chairman and Director March 7, 1997
R. Scott Zimmer
*
- ----------------------- Executive Vice President and March 7, 1997
James DeFranco Director
*
- ----------------------- Director March 7, 1997
Raymond L. Friedlob
*
- ----------------------- Director March 7, 1997
Alan M. Angelich
* By: /s/ J. ALLEN FEARS
------------------
J. Allen Fears
Attorney-in-Fact
4
<PAGE>
SIGNATURES
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Trustees of the Company's 401(k) Employees' Savings Plan have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood, State of Colorado, on March 7, 1997.
ECHOSTAR COMMUNICATIONS CORPORATION'S
401(k) EMPLOYEES' SAVINGS PLAN
By: /s/ CHARLES W. ERGEN
---------------------------------
Charles W. Ergen
Trustee
By: /s/ MARY C. ERGEN
---------------------------------
Mary C. Ergen
Trustee
5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
5.1 Opinion and Consent of David K. Moskowitz, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of David K. Moskowitz, Esq. See Exhibit 5.1.
24 Power of Attorney.
<PAGE>
EXHIBIT 5.1
<PAGE>
[LOGO]
ECHOSTAR COMMUNICATIONS CORPORATION
March 7, 1997
EchoStar Communications Corporation
90 Inverness Circle East
Englewood, CO 80112
Re: Registration Statement on Form S-8 (the "Registration Statement")
Gentlemen:
I am Senior Vice President, Corporate Secretary and General Counsel of
EchoStar Communications Corporation, a Nevada corporation formed in April
1995 (the "Company"), and have acted as such in connection with the
authorization to issue up to 55,000 shares of the Company's Class A Common
Stock, par value of $0.01 per share (the "Common Shares"), issued or to be
issued under the Company's 401(k) Employees's Savings Plan (the "Plan"). I
have reviewed originals, or copies certified or otherwise identified to my
satisfaction as copies of originals, of the various proceedings taken by the
Company to effect such authorizations, and have examined such other
agreements, instruments, documents and corporate records of the Company as I
have deemed necessary or appropriate as a basis for the opinion hereinafter
expressed.
Based upon the foregoing and having regard for such legal considerations
as I deem relevant, I am of the opinion that the Common Shares of the Company
issuable pursuant to the Plan have been duly authorized for issuance and will
be legally issued, fully paid and non-assessable when issued as provided in
the Plan.
I am admitted to practice only in the State of Colorado and do not
purport to be an expert on the laws of any other jurisdiction other than the
laws of the State of Colorado and Federal law.
I consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Plan.
Very truly yours,
/s/ DAVID K. MOSKOWITZ
----------------------------------
David K. Moskowitz
Senior Vice President, Corporate
Secretary and General Counsel
DKM:es
90 Inverness Circle East - P.O. Box 6552 - Englewood, CO 80155
Tel: (303) 799-8222 - Fax: (303) 799-6222
<PAGE>
EXHIBIT 23.1
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
Registration Statement.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 7, 1997.
<PAGE>
EXHIBIT 24
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Allen Fears and David K. Moskowitz, as
his true and lawful attorneys-in-fact and agents, each acting alone, for him and
in his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 (and, if any, any and all amendments, including pre-
effective and post-effective amendments thereto) in relation to an issuance by
EchoStar Communications Corporation (the "Corporation") of up to 55,000 shares
of the Corporation's Class A Common Stock pursuant to the Corporation's 401(k)
Employees' Savings Plan, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
with full powers and authority to do all such other acts and execute all such
other documents as he may deem necessary or desirable in connection with the
foregoing, as fully as if the undersigned might or could do in person, hereby
ratifying and confirming that all such attorneys-in-fact and agents, each acting
alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated as of March 7, 1997.
Signature Title
--------- -----
/s/ CHARLES W. ERGEN Chief Executive Officer, Chairman and
- --------------------------------- Director (Principal Executive Officer)
Charles W. Ergen
/s/ STEVEN B. SCHAVER Chief Financial Officer and
- --------------------------------- Chief Operating Officer
Steven B. Schaver (Principal Financial Officer)
/s/ J. ALLEN FEARS Vice President and Treasurer
- --------------------------------- (Principal Accounting Officer)
J. Allen Fears
/s/ R. SCOTT ZIMMER Vice Chairman and Director
- ---------------------------------
R. Scott Zimmer
/s/ JAMES DEFRANCO Executive Vice President and Director
- ---------------------------------
James DeFranco
/s/ RAYMOND L. FRIEDLOB Director
- ---------------------------------
Raymond L. Friedlob
/s/ ALAN M. ANGELICH Director
- ---------------------------------
Alan M. Angelich
