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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
Date of Report (Date of earliest event reported): May 5, 2000
GOLDEN SKY SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-64367 43-1749060
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
c/o Pegasus Communications Management Company, 225 City Line Avenue,
Suite 200, Bala Cynwyd, Pennsylvania 19004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 888-438-7488
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4700 Belleview Avenue, Suite 300
Kansas City, MO 64112
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Change in Control of Registrant.
On May 5, 2000, Golden Sky Holdings, Inc., the holding company for
Golden Sky Systems, Inc., merged with Pegasus GSS Merger Sub, Inc., a wholly
owned subsidiary of Pegasus Communications Corporation ("Pegasus") pursuant to
the terms of the Agreement and Plan of Merger dated January 10, 2000 among
Pegasus, Golden Sky Holdings, Pegasus GSS Merger Sub and certain stockholders of
Pegasus and Golden Sky Holdings. In connection with the merger, the stockholders
of Golden Sky Holdings exchanged all of their outstanding capital stock for
approximately 6.1 million shares of Pegasus' Class A common stock and options to
purchase approximately 349,000 shares of Pegasus' Class A common stock and, as a
consequence, Golden Sky Holdings became a wholly owned subsidiary of Pegasus.
Upon consummation of the merger, all of Golden Sky Systems' directors
resigned and Marshall W. Pagon, Howard E. Verlin and William Dorran were elected
to Golden Sky Systems' board of directors.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated January 10,
2000, as amended on January 25, 2000, by and
among Pegasus Communications Corporation, Golden
Sky Holdings, Inc. Pegasus GSS Merger Sub, Inc.,
a wholly-owned subsidiary of Pegasus and certain
stockholders of Pegasus and Golden Sky (which is
incorporated by reference herein to Exhibit 2.1
to Registration Statement on Form S-4 (File No.
333-31080)).
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SIGNATURE
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.
GOLDEN SKY SYSTEMS, INC.
By: /s/ Scott A. Blank
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Scott A. Blank
Vice President
May 19, 2000
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EXHIBIT INDEX
Exhibit Number Description of Document
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2.1 Agreement and Plan of Merger, dated January 10, 2000,
as amended on January 25, 2000, by and among Pegasus
Communications Corporation, Golden Sky Holdings, Inc.
Pegasus GSS Merger Sub, Inc., a wholly-owned subsidiary
of Pegasus and certain stockholders of Pegasus and
Golden Sky (which is incorporated by reference herein
to Exhibit 2.1 to Registration Statement on Form S-4
(File No. 333-31080)).
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