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As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CD RADIO INC.
(Exact name of issuer as specified in its charter)
DELAWARE 52-1700207
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
SIXTH FLOOR, 1001 22ND STREET, N.W.
WASHINGTON, D.C. 20037
(202) 296-6192
(Address and telephone number of principal executive offices)
CD RADIO INC. 1994 STOCK OPTION PLAN
CD RADIO INC. AMENDED AND RESTATED 1994 DIRECTORS' NONQUALIFIED
STOCK OPTION PLAN
(Full title of the Plan)
DAVID MARGOLESE
CD RADIO INC.
SIXTH FLOOR, 1001 22ND STREET, N.W.
WASHINGTON, D.C. 20037
(202) 296-6192
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE FEE(1)
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COMMON STOCK, 350,000 SHARES $ 5.8125 $ 2,034,375 $ 616.48
PAR VALUE $0.001
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(1) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average of the
bid and asked prices for shares of the registrant's common stock on October 25,
1996, as quoted by the Nasdaq SmallCap Market, which was $5.8125 per share.
Pursuant to Rule 429, the documents constituting a prospectus with respect to
this registration statement constitute a combined prospectus which also relates
to the Company's Form S-8 shares issuable upon the exercise of options granted
under these plans, which shares were previously registered under Registration
Statement No. 33-92588.
Page 1 of ___ pages.
Exhibit Index begins at page II-3.
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REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this Registration Statement on Form
S-8 is filed by CD Radio Inc. (the "Company") to register additional securities
under the CD Radio Inc. 1994 Stock Option Plan and the CD Radio Inc. Amended and
Restated 1994 Directors' Nonqualified Stock Option Plan (the "Plans") covered
by and filed as exhibits to the Company's Registration Statement on Form S-8
(No. 33-92588). The additional securities are to be issued pursuant to an
amendment to the Plans approved by the Company's Board of Directors on August
22, 1996 and by the Company's shareholders on September 18, 1996. Registration
Statement No. 33-92588 is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 8. EXHIBITS.
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Exhibit Number Exhibit
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5 Opinion of Bogle & Gates P.L.L.C.
4.1 CD Radio Inc. 1994 Stock Option Plan (Incorporated by reference to Exhibit 10.21 to the Company's
Registration Statement on Form S-1 (Registration Statement No. 33-74782)
4.2 CD Radio Inc. Amended and Restated 1994 Directors' Nonqualified Stock Option Plan (Incorporated by
reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31,
1995)
23.1 Consent of Bogle & Gates P.L.L.C. (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (See page II-2 of this Registration Statement)
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II-1
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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 Washington, District of Columbia on
this 29th day of October, 1996.
CD RADIO INC.
By /s/ David Margolese
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David Margolese
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints David
Margolese and Lawrence F. Gilberti, or either of them, his attorney-in-fact,
with the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or cause to be
done by virtue hereof.
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.
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Signature Title Date
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/s/ David Margolese Chairman of the Board and Chief Executive October 29, 1996
--------------------------------- Officer
David Margolese (Principal Executive Officer and Principal
Financial and Accounting Officer)
/s/ Robert D. Briskman Vice President, Chief Technical Officer October 15, 1996
------------------------------------ and Director
Robert D. Briskman
/s/ Lawrence F. Gilberti Director October 29, 1996
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Lawrence F. Gilberti
Director
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Ralph V. Whitworth
/s/ Peter K. Pitsch Director October 16, 1996
--------------------------------
Peter K. Pitsch
/s/ Jack Z. Rubinstein Director October 15, 1996
-----------------------------------
Jack Z. Rubinstein
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II-2
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Exhibit Index
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Exhibit Number Exhibit Page
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5 Opinion of Bogle & Gates P.L.L.C.
4.1 CD Radio Inc. 1994 Stock Option Plan (Incorporated by reference to Exhibit 10.21 to
the Company's Registration Statement on Form S-1 (Registration Statement No.
33-74782)
4.2 CD Radio Inc. Amended and Restated 1994 Directors' Nonqualified Stock Option Plan (incorporated by
reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31,
1995)
23.1 Consent of Bogle & Gates P.L.L.C. (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (See page II-2 of this Registration Statement)
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EXHIBIT 5
[BOGLE & GATES P.L.L.C. LETTERHEAD]
LAW OFFICES Two Union Square Anchorage
601 Union Street Bellevue
Seattle, Washington 98101-2346 Portland
Tacoma
Main Office: (206) 682-5151 Vancouver, B.C.
Facsimile: (206) 621-2660 Washington, D.C.
Direct Dial: (206) 621-1507
October 30, 1996
CD Radio Inc.
Sixth Floor, 1001 22nd Street, N.W.
Washington, D.C. 20037
Ladies and Gentlemen:
We are delivering this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement") of CD Radio
Inc. (the "Company") to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to an aggregate of 350,000 shares, par value $0.001 per share, of
common stock of the Company (the "Shares"). The Shares are to be offered
pursuant to the terms of the CD Radio Inc. 1994 Stock Option Plan and/or the CD
Radio Inc. Amended and Restated 1994 Directors' Nonqualified Stock Option Plan
(the "Plans") to participants in the Plans (the "Participants").
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments relating to the authorization and
issuance of the Shares, and have made such investigations of law, as we have
deemed necessary and advisable.
Based upon the foregoing and having due regard for such legal
questions as we have deemed relevant, we are of the opinion that:
The Shares have been duly authorized and, when issued,
delivered and sold by the Company and paid for by the
Participants, pursuant to the terms of the Plans, will
constitute duly authorized, validly issued, fully paid and
nonassessable shares of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement referred to above and to
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CD Radio Inc.
October 30, 1996
Page 2
the reference to our firm in the summary of the Plans provided to the
Participants, which, together with the documents incorporated by reference in
the Registration Statement, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
Very truly yours,
BOGLE & GATES P.L.L.C.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated March 8, 1996, on our audits of the consolidated
financial statements of CD Radio Inc. and Subsidiary as of December 31, 1994
and 1995, and for the years ended December 31, 1993, 1994 and 1995, and for
the period May 17, 1990 (date of inception) to December 31, 1995, which report
is included in the Annual Report on Form 10-K of CD Radio Inc. for the year
ended December 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Washington, D.C.
October 29, 1996
