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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
XM Satellite Radio Holdings Inc.
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(Exact name of registrant as specified in its charter)
Delaware 52-1878819
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(State incorporation or organization) (I.R.S. Employer Identification No.)
1250 23rd Street, N.W., Suite 57, Washington, DC 20037-1100
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates: 333-83619
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
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Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value per share
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(Title of class)
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Item 1. Description of Registrant's Securities To Be Registered.
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The Registrant hereby incorporates by reference the section entitled
"Description of Capital Stock" of the Prospectus, contained in Amendment No. 3
to the Registrant's Registration Statement on Form S-1 (File No. 333-83619),
filed on September 10, 1999.
Item 2. Exhibits.
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Unless otherwise indicated, the following exhibits are incorporated
herein by reference:
1. Form of Restated Certificate of Incorporation of the Registrant to
be effective upon closing of the offering pursuant to Registrant's
Registration Statement on Form S-1 (File No. 333-83619)
(incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1 (File No. 333-83619), as
amended).
2. Form of Restated Bylaws of the Registrant to be effective upon
closing of the offering pursuant to Registrant's Registration
Statement on Form S-1 (File No. 333-83619) (incorporated by
reference to Exhibit 3.2 to Registrant's Registration Statement on
Form S-1 (File No. 333-83619), as amended).
3. Form of stock certificate representing the Class A Common Stock of
the Registrant (attached hereto).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
XM SATELLITE RADIO HOLDINGS INC.
(Registrant)
Date: September 23, 1999 By: /s/ Joseph M. Titlebaum
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Joseph M. Titlebaum
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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1. Form of Restated Certificate of Incorporation of the
Registrant to be effective upon closing of the offering
pursuant to Registrant's Registration Statement on Form S-1
(File No. 333-83619) (incorporated by reference to Exhibit
3.1 to Registrant's Registration Statement on Form S-1 (File
No. 333-83619), as amended).
2. Form of Restated Bylaws of the Registrant to be effective
upon closing of the offering pursuant to Registrant's
Registration Statement on Form S-1 (File No. 333-83619)
(incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-1 (File No. 333-83619), as
amended).
3. Form of stock certificate representing the Class A Common
Stock of the Registrant (attached hereto).
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EXHIBIT 3
<TABLE>
<S> <C> <C>
[LOGO OF XM SATELLITE RADIO APPEARS HERE]
NUMBER SHARES
XM
XM SATELLITE RADIO HOLDINGS INC.
CLASS A INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR
COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA AND NEW YORK, NY CERTAIN DEFINITIONS
CUSIP 983759 10 1
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE CLASS A COMMON STOCK OF
- -------========================================== XM SATELLITE RADIO HOLDINGS INC. =========================================--------
CERTIFICATE OF STOCK
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the
Certificate of Incorporation of the Corporation, and all amendments thereto (copies of which are on file with the Transfer Agent),
to all of which provisions the holder of this Certificate, by acceptance hereof, assents.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
SPECIMEN
Dated: 9-21-99 9-21-99
[XM SATELLITE RADIO HOLDINGS INC. CORPORATE SEAL APPEARS HERE]
/s/ Joseph M. Titlebaum /s/ Hugh Panero
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SECRETARY PRESIDENT & CEO
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
BY /s/ TRANSFER AGENT
----------------------- AND REGISTRAR
AUTHORIZED SIGNATURE
</TABLE>
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XM SATELLITE RADIO HOLDINGS INC.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT- CUSTODIAN
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(Cust) (Minor)
under Uniform Gifts to Minors Act
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(State)
UNIF TRANS MIN ACT- Custodian
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(Cust) (Minor)
under Uniform Transfers to Minors Act
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(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign
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and transfer unto.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
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Shares
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of the Class A Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated:
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
THE OWNERSHIP OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY
AND SUBJECT TO THE PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION OF XM
SATELLITE RADIO HOLDINGS INC. (THE "CORPORATION"), WHICH (i) PROHIBITS THE
RECORD OR BENEFICIAL OWNERSHIP OF ANY SECURITIES BY AND PERSON WHOSE OWNERSHIP
THEREOF WOULD CONSTITUTE A VIOLATION OF SECTION 310(a) OR 310(b) OF THE
COMMUNICATIONS ACT OF 1934, AS AMENDED, OR ANY SIMILAR SUCCESSOR FEDERAL
STATUTES, AND (ii) PROVIDES THAT THE CORPORATION SHALL HAVE THE RIGHT TO REDEEM
ANY SECURITIES OWNED IN VIOLATION OF THE FOREGOING. A COPY OF THE RESTATED
CERTIFICATE OF INCORPORATION IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE
CORPORATION.
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO ITS
TRANSFER AGENT AND REGISTRAR.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
