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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) September 18, 1996
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CD RADIO INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-24710 52-1700207
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(Commission File Number) (IRS Employer Identification No.)
Sixth Floor, 1001 22nd Street, N.W.
Washington, D.C. 20037
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (202) 296-6192
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5 Pages
Exhibit Index is on Page 4
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ITEM 5. OTHER EVENTS.
CD Radio Inc. (the "Company") has received commitments of approximately
$50 million for a private placement of convertible preferred securities,
convertible into common stock at discounts to future market prices. The
commitments are subject to certain conditions, including conditions related to
the licensing of the Company by the Federal Communications Commission to
provide a digital audio radio service and to the preparation and execution of
definitive documentation with respect to the transaction, and contains certain
limitations on the Company's use of proceeds. There can be no assurance that
the Company will receive a digital audio radio license, or that commitments
will not be modified, withdrawn or terminated, or that the sale of any or all
of the issue will be completed. These securities have not been registered
under the Securities Act of 1933 or any state securities law, and may not be
offered or sold without registration or pursuant to a valid exemption from
registration.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99 Press release dated September 18, 1996
Page 2 of 5 Pages
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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.
CD RADIO INC.
September 18, 1996 By /s/ DAVID MARGOLESE
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Date David Margolese
Chairman of the Board and Chief
Executive Officer
Page 3 of 5 Pages
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Exhibit Index
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Exhibit
Number Exhibit Page
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99 Press release dated September 18, 1996 5
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Page 4 of 5 Pages
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[CD RADIO LETTERHEAD]
FOR IMMEDIATE RELEASE
CD RADIO PRIVATE PLACEMENT
Washington, D.C. - Sept. 18, 1996 - CD Radio Inc. (Nasdaq: CDRD) announced
today that it has received commitments of approximately $50 million for a
private placement of convertible preferred securities, convertible into common
stock at discounts to future market prices. The commitments are subject to
certain conditions, including conditions related to the licensing of the
Company by the Federal Communications Commission to provide a digital audio
radio service and to the preparation and execution of definitive documentation
with respect to the transaction, and contains certain limitations on the
Company's use of proceeds. There can be no assurance that the Company will
receive a digital audio radio license, or that commitments will not be
modified, withdrawn or terminated, or that the sale of any or all of the issue
will be completed. These securities have not been registered under the
Securities Act of 1933 or any state securities law, and may not be offered or
sold without registration or pursuant to a valid exemption from registration.
CD Radio is the world leader in the emerging satellite radio broadcasting
industry. The Company is engaged in the development of a subscription based
satellite radio system for the delivery of 30 channels of commercial-free,
compact disc quality music to be broadcast directly to motorists throughout the
United States.
For Further Information
Contact: David Margolese
(202) 296-6192
