<PAGE>
As filed with the United States Securities and Exchange Commission
on March 30, 1998
Registration No. 333-_____
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- --------------------------------------------------------------------------------
UNITED STATES
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.)
5701 SOUTH SANTA FE DRIVE
LITTLETON, COLORADO 80120
(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
5701 SOUTH SANTA FE DRIVE
LITTLETON, COLORADO 80120
(Name and address of agent for service)
(303) 723-1601
(telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- -------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of to be price offering registration
securities to be registered registered per share price fee
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<S> <C> <C> <C>
<C>
Class A Common Stock, 80,000 shares(1)(2) $22.25(3) $1,780,000.00 $525.10
par value $0.01 per share
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
(1) 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.
(2) This amount represents an 80,000 share increase in the number shares of the
Company's Class A Common Stock authorized for issuance under the Company's
401(k) Employees' Savings Plan.
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the maximum
offering price, per share and in aggregate, and the registration fee were
calculated based upon the average of the high and low prices of the
Company's Class A Common Stock as reported on the Nasdaq National Market
System on March 30, 1998.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by EchoStar Communications
Corporation, a Nevada Corporation formed in April, 1995 (the "Company"), with
respect to an additional 80,000 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 filed by the Company with the
Securities and Exchange Commission (the "Commission") on December 19, 1995,
Registration No. 33-80527; Amendment No. 7 to the Company's Registration
Statement on Form S-4 filed by the Company with the Commission on December 20,
1996, Registration No. 333-03584; and the Company's Registration Statement on
Form S-8 filed by the Company with the Commission on March 7, 1997, Registration
No. 333-22971, are incorporated herein by reference and made a part hereof.
Pursuant to General Instruction E, only the following opinions and consents
required under Item 8 are furnished:
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, 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 Littleton, State of Colorado, on March 30, 1998.
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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/S/ CHARLES W. ERGEN Chairman of the Board, March 30, 1998
- ----------------------- President and
Charles W. Ergen Chief Executive Officer
(Principal Executive Officer)
/S/ STEVEN B. SCHAVER Chief Financial Officer and March 30, 1998
- ----------------------- Chief Operating Officer
Steven B. Schaver (Principal Financial Officer)
/S/ JOHN R. HAGER Treasurer and Controller March 30, 1998
- ----------------------- (Principal Accounting Officer)
John R. Hager
/s/ DAVID K. MOSKOWITZ Director March 30, 1998
- -----------------------
David K. Moskowitz
* Director March 30, 1998
- -----------------------
James DeFranco
* Director March 30, 1998
- -----------------------
O. Nolan Daines
* Director March 30, 1998
- -----------------------
Raymond L. Friedlob
* By: /s/ DAVID K. MOSKOWITZ
---------------------------
David K. Moskowitz
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 Littleton, State of Colorado, on March 30, 1998.
ECHOSTAR COMMUNICATIONS CORPORATION'S
401(k) EMPLOYEES' SAVINGS PLAN
By: /s/ CHARLES W.ERGEN
----------------------------------------
Charles W. Ergen
Trustee
By: /s/ M. CANTEY ERGEN
----------------------------------------
M. Cantey Ergen
Trustee
-5-
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION
5701 SOUTH SANTA FE DRIVE
LITTLETON, COLORADO 80120
(303) 723-1000
(303) 723-1699 (Fax)
March 30, 1998
EchoStar Communications Corporation
5071 South Santa Fe Drive
Littleton, Colorado 80120
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 80,000 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' 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,
ECHOSTAR COMMUNICATIONS CORPORATION
/s/ DAVID K. MOSKOWITZ
--------------------------------------------------
David K. Moskowitz
Senior Vice President, Corporate Secretary
and General Counsel
DKM:es
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 28,
1995, included in EchoStar Communications Corporation's registration
statement on Form S-1 dated June 20, 1995, and our report dated February 23,
1996, included in EchoStar Communications Corporation's registration
statement on Form S-4 dated December 20, 1996, and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 30, 1998.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David K. Moskowitz as the true and lawful
attorney-in-fact and agent of the undersigned, with full power of substitution
and re-substitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to execute a Registration Statement on Form S-8 with
respect to an issuance by EchoStar Communications Corporation, a Nevada
corporation formed in April 1995 (the "Corporation") of up to 80,000 shares of
the Corporation's Class A Common Stock, par value of $0.01 per share, pursuant
to the Corporation's 401(k) Employees' Savings Plan, and any and all amendments
(including without limitation, post-effective amendments) or supplements thereto
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the United States Securities and Exchange Commission,
and hereby grants unto the attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith as fully as to all intents and purposes as the
undersigned might or could do in person, thereby ratifying and confirming all
that the attorney-in-fact and agent, or his substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Power
Attorney has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
--------- ----- ----
/s/ JAMES DEFRANCO Director March 30, 1998
- ------------------------------
James DeFranco
/s/ O. NOLAN DAINES Director March 30, 1998
- ------------------------------
O. Nolan Daines
/s/ RAYMOND L. FRIEDLOB Director March 30, 1998
- ------------------------------
Raymond L. Friedlob
