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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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January 12, 2001
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PanAmSat Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-26035 95-4607698
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
One Pickwick Plaza
Greenwich, CT 06830
(Address of principal executive offices)
(203) 622-6664
(Registrant's telephone number, including area code)
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Item 9. Regulation FD Disclosure.
Introduction
On October 23, 2000, new Securities and Exchange Commission rules,
collectively referred to as "Regulation FD," became effective. PanAmSat
Corporation ("PanAmSat" or the "Company") believes that Regulation FD requires
us, among other things, and under certain circumstances, to have procedures
reasonably designed to assure that, if some PanAmSat stockholders learn
information about us and our company that is material, other PanAmSat
stockholders will learn that information at or close to the same time. PanAmSat
files this procedural 8-K to alert all PanAmSat stockholders to the disclosure
practices we intend to follow.
Our website
PanAmSat maintains a corporate website at www.panamsat.com, on which
PanAmSat posts significant corporate information from time to time. In addition,
Hughes Electronics Corporation, our majority stockholder, maintains a website at
www.hughes.com, on which it posts significant information about PanAmSat from
time to time. While significant information concerning PanAmSat stock will be
made available to the public by various means, in addition to posting
information on our website, we encourage interested parties to review our
website to access all such information.
We will maintain several discrete information sections on the PanAmSat
website. One of these on the investor relations page of the PanAmSat website
will be titled "Financial Guidance/Recent Presentations."
Posting information on the "Financial Guidance/Recent Presentations"
section of the PanAmSat website is not intended to, and does not, constitute a
determination by us that the information is in fact material. Materiality can be
a complex concept, and some information may be posted on the PanAmSat website
that may not be "material," out of an abundance of caution to ensure compliance
with applicable law. The fact that information is posted on this section of the
PanAmSat website does not indicate a determination by us that dissemination of
that information is legally required.
From time to time, and during "quiet periods," which are discussed below,
certain information originally posted to the "Current Guidance" page of the
"Financial Guidance/Recent Presentations" section of the PanAmSat website will
be moved to another page that will be titled "Archived Guidance." Information
will be moved to the "Archived Guidance" section for historical reference
purposes only, and thereafter will not be maintained or updated for accuracy.
PanAmSat expressly disclaims any obligation to update archived information, and
readers of the archived information should not assume the information is
current. In order to access the "Archived Guidance" section, a viewer will be
required to "click through" an acknowledgement that archived information may no
longer be current and accurate.
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Forecasts
PanAmSat may post forecasts (in the form of ranges of projected financial
and operating results with respect to specific items or in the form of
directional commentary), as well as other forward looking data, in the
"Financial Guidance/Recent Presentations" section of the PanAmSat website. When
posted, the forecasts will represent PanAmSat management's current estimates as
of the date of posting, which will be clearly indicated. In order to keep posted
forecasts as current as practicable, PanAmSat intends to update any posted
forecasts once PanAmSat has determined, in accordance with PanAmSat's internal
procedures, that the posted forecasts no longer represent PanAmSat management's
current estimates for the periods covered. If PanAmSat updates its posted
forecasts, we will issue a public announcement and will update the "Financial
Guidance/Recent Presentations" section of the PanAmSat website. PanAmSat does
not assume any legal obligation to update the information on our website.
PanAmSat's forecasts will constitute forward looking statements and will always
be subject to various risk factors that may cause actual results to differ
materially from the forecasts PanAmSat provides. These risk factors are
identified on our website as well as in our Form 10-K's, Form 10-Q's and Form
8-K's.
In order to access the "Financial Guidance/Recent Presentations" section
of the PanAmSat website, viewers will be required to "click through" an
acknowledgement that the viewer has read, and understands, a cautionary
statement setting forth the risks and uncertainties related to forward looking
statements, including forecasts, posted on the PanAmSat website. Forecasts may
be posted, and updated, on the PanAmSat website by various means and PanAmSat
does not assume any obligation to use a particular means to post, or update,
forecasts on any particular occasion. Means of posting may include webcasts and
recordings of webcasts, presentations, press releases and copies of excerpts
from our Securities and Exchange Commission filings. The means used to post or
update forecasts may vary from time to time and we may update forecasts by means
other than those initially used to post such forecasts.
Analyst Meetings, Conference Calls and Discussions with Analysts and
Institutional Investors, Quarterly Earnings Presentations
PanAmSat will endeavor to simultaneously webcast all quarterly earnings
conference calls with analysts, and may also webcast other analyst or investor
conferences that PanAmSat may present or host, when PanAmSat considers it
appropriate. PanAmSat intends to post recordings of these webcasts in the
"Financial Guidance/Recent Presentations" section of the PanAmSat website and to
maintain access to such recordings for a reasonable period after the event. When
PanAmSat representatives take part in analyst or investor conferences sponsored
by third parties that are webcast, PanAmSat will endeavor to provide
instructions on how to access webcasts of the conference. PanAmSat may post in
the "Financial Guidance/Recent Presentations" section any written presentations
used by PanAmSat representatives in connection with quarterly earnings calls or
analyst or investor conferences.
On occasion, officials at our company will respond to communications or
inquiries concerning PanAmSat from individual analysts, or specific
institutional investors. If these conversations should occur, they are not
intended to divulge material nonpublic information
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about PanAmSat, and we will take appropriate steps to avoid such disclosures
from occurring. If PanAmSat becomes aware that information which might be
material may have been unintentionally disclosed during one of these informal
encounters, PanAmSat will, when appropriate, post a brief summary of the
information that has been disclosed in the "Financial Guidance/Recent
Presentations" section of the PanAmSat website. While PanAmSat may identify the
generic classification applicable to the recipient of this information (for
example, "analyst," or "institutional investor"), PanAmSat does not intend to
identify the specific person with whom these conversations may have taken place.
The posting of information in accordance with these procedures is not intended
to, and does not, constitute a determination by PanAmSat that the information is
material.
Quiet Periods
During certain times, referred to as quiet periods, any forecast or
similar forward looking information on the "Current Guidance" page of the
"Financial Guidance/Recent Presentations" section of the PanAmSat website will
be moved to the "Archived Guidance" page of the PanAmSat website and may no
longer be relied upon as current. PanAmSat will post a prominent notice on the
"Current Guidance" page of the PanAmSat website stating that a quiet period is
in effect and you should no longer rely upon the previously posted forecast as
representing PanAmSat's management's current estimates with respect to the
subject matter of such forecast. Quiet periods will begin in the middle of the
last month of each fiscal quarter and will end at the quarterly earnings
announcement and will also include such other periods as may be determined by
PanAmSat's management from time to time.
E-mail and blast fax alerts
Interested parties will be able to register on the PanAmSat website to
receive alerts via e-mail or blast faxes of upcoming analyst and investor
conferences, earnings releases, significant changes to the "Financial
Guidance/Recent Presentations" section of the PanAmSat website and other
pertinent information.
We do not assume responsibility for any problems relating to the
transmission of e-mail or blast fax alerts, including but not limited to,
problems relating to server disruptions and incorrect e-mail addresses or fax
numbers. While we will endeavor to notify you when significant changes are made
to the PanAmSat website, we do not assume any obligation to provide, and you
should not expect to receive, a notice each time the forecasts posted on the
PanAmSat website are updated.
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Further Information
Regulation FD is new. Its meaning and impact are not yet certain. We
intend to monitor these policies and practices to see whether they are
fulfilling their intended purpose. We encourage our shareholders to communicate
with us if you have suggestions or comments regarding these procedures. Please
address any such communications to:
Investor Relations
[email protected]
(203) 622-6664
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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.
PANAMSAT CORPORATION
Dated: January 12, 2001
By: /s/ Michael J. Inglese
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Michael J. Inglese
Chief Financial Officer
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