SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 10, 1997
DBS INDUSTRIES, INC.
DELAWARE 0-28348 84-1124675
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
495 MILLER AVENUE, MILL VALLEY, CA 94941
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 380-8055
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Item 5. Other Events
On January 8, 1997, the merger of Direct Broadcasting Satellite
Corporation ("DBSC") and EchoStar Communications Corporation ("EchoStar") was
formally completed. The Securities and Exchange Commission ("SEC"), on
December 31, 1996, declared effective EchoStar's registration statement on
Form S-4 covering the issuance of EchoStar shares to DBSC shareholders. The
Federal Communications Commission ("FCC") had previously approved the merger
of DBSC and EchoStar on August 30, 1996. As a result, DBSC is now a wholly-
owned subsidiary of EchoStar.
Prior to the merger, DBS Industries, Inc. (the "Company") owned
approximately 24.8% of the outstanding shares of DBSC and EchoStar owned
approximately 40% of the outstanding shares. The Company received 270,414
shares of EchoStar Class A common stock in exchange for its ownership interest
in DBSC. The estimated value of the EchoStar shares is $6,760,350, based on
the $25 per share trading price of EchoStar stock on January 8, 1997 on the
NASDAQ national market system under the symbol "DISH." The Company originally
purchased its shares of DBSC for approximately $616,000.
DBSC holds one of nine direct broadcast satellite ("DBS") permits granted
by the FCC and has in force a contract with Lockheed Martin Corporation for
the construction of two satellites. The original merger agreement between
DBSC and EchoStar was entered into in December 1995 but was subject to FCC
approval in order to protect the validity of DBSC's DBS permit. The merger
was also subject to EchoStar's registration statement on Form S-4 being
declared effective by the SEC.
EchoStar is also a DBS licensee and has offered commercial service as a
DBS broadcaster since March 1996. The Company is not a DBS permitee or
licensee and has solely developed its interest in DBS technology through
equity investments.
Fred W. Thompson, the Company's President and Chief Executive Officer,
resigned from the DBSC board of directors upon completion of the merger,
January 8, 1997. Mr. Thompson had served as a director of DBSC since July,
1993.
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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 hereunto duly authorized.
DBS Industries, Inc.
Dated: January 16, 1997 FRED W. THOMPSON
Fred W. Thompson
President & CEO
