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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 18, 1999
CD RADIO INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 0-24710 52-1700207
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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1221 AVENUE OF THE AMERICAS, 36TH FL., NEW YORK, NY 10020
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 584-5100
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), CD Radio ("us", "we" and
occasionally, the "Company") is hereby providing cautionary statements
identifying important factors that could cause our actual results to differ
materially from those projected in forward-looking statements (as such term is
defined in the Reform Act) made in this Current Report on Form 8-K. Any
statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance (often, but not
always, through the use of words or phrases such as "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "intends,"
"plans," "projection" and "outlook") are not historical facts and may be
forward-looking. Such statements involve estimates, assumptions and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Accordingly, any such statements
are qualified in their entirety by reference to the factors discussed in our
Annual Report on Form 10-K for the year ended December 31, 1998, and investors
should not place undue reliance on any such forward-looking statements. Among
the significant factors that have a direct bearing on our results of operations
are the potential risk of delay in implementing our business plan; increased
costs of construction and launch of necessary satellites; our dependence on
Space Systems/Loral, Inc.; risk of launch failure; unproven market and unproven
applications of existing technology; our dependence on Lucent Technologies,
Inc.; unavailability of receivers and antennas; and our need for additional
financing.
Management cannot assess the impact of each such factor on our business
or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements. Further, any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for management to predict all of such factors.
ITEM 5. OTHER EVENTS.
On April 16, 1999, we filed a Current Report on Form 8-K to report
that:
we and General Motors Corporation ("GM") had ended discussions
regarding an agreement for GM to manufacture and sell vehicles capable
of receiving our satellite radio broadcasts; and
GM had informed us that it expected shortly to conclude an agreement
with XM Satellite Radio, Inc. ("XM") to manufacture and sell vehicles
capable of receiving XM's satellite radio broadcasts.
On May 18, 1999, GM resumed substantive discussions with us regarding a
possible agreement to manufacture and sell vehicles capable of receiving CD
Radio broadcasts.
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We are also in discussions with several other automotive manufacturers
to include CD Radio reception capability in new vehicles. Our long-term
objective is to promote the adoption of CD Radio receivers as standard equipment
in automobiles sold in the United States. However, we cannot assure you that we
will be able to reach agreements with GM or any other automotive manufacturer.
We do not intend to file an additional Current Report on Form 8-K if
the current discussions with GM do not result in an agreement to manufacture and
sell vehicles capable of receiving our broadcasts.
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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 thereunto duly authorized.
CD RADIO INC.
By: /s/ Patrick L. Donnelly
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Patrick L. Donnelly
Executive Vice President, General
Counsel and Secretary
Dated: May 25, 1999
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