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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): January 28, 2000
SIRIUS SATELLITE RADIO INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-24710 52-1700207
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation)
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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"), Sirius Satellite Radio Inc.
("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 (filed under our
former name, CD Radio Inc.), 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; 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 January 28, 2000, we entered into an agreement with DaimlerChrysler
Corporation, Mercedes-Benz USA, Inc. and Freightliner Corporation (collectively,
"DaimlerChrysler") which anticipates DaimlerChrysler manufacturing, marketing
and selling vehicles that include receivers capable of receiving Sirius
broadcasts. DaimlerChrysler will be entitled to participate in a portion of the
revenues derived by us from new DaimlerChrysler vehicles equipped to receive
Sirius broadcasts ("DaimlerChrysler Enabled Vehicles"), and will be reimbursed
for certain hardware costs of DaimlerChrysler Enabled Vehicles. In connection
with this Agreement, DaimlerChrysler Corporation has received warrants to
purchase 4,000,000 shares our common stock at an exercise price of $60 per
share, which are fully exercisable only upon 4,000,000 DaimlerChrysler Enabled
Vehicles being manufactured.
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In addition, on January 28, 2000, we entered into a Stock Purchase
Agreement with DaimlerChrysler Corporation pursuant to which DaimlerChrysler
Corporation will purchase 2,290,322 shares of our Common Stock for an aggregate
purchase price of $100,000,039.
A copy of the press release announcing these agreements is attached as
Exhibit 99.1 to this Report and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release dated February 1, 2000.
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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.
SIRIUS SATELLITE RADIO INC.
By: /s/ Patrick L. Donnelly
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Patrick L. Donnelly
Senior Vice President, General
Counsel and Secretary
Dated: February 1, 2000
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EXHIBIT INDEX
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Exhibit Description of Exhibit
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99.1 Press Release dated February 1, 2000
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STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as..................'r'
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Contact:
Sjoerd Dijkstra, DaimlerChrysler; 248-512-2662
Debi Nicholson, Freightliner Corp.; 503-735-8535
Fred Heiler, Mercedes-Benz USA; 201-573-2245
Mindy Kramer, Sirius Satellite Radio; 212-584-5138
DAIMLERCHRYSLER TO INVEST $100 MILLION
IN SIRIUS SATELLITE RADIO
AUTOMAKER TO INSTALL SATELLITE RECEIVERS IN ITS VEHICLE LINES INCLUDING HEAVY
TRUCKS AND LUXURY CARS
AUBURN HILLS, MICH. - FEBRUARY 1, 2000 - DaimlerChrysler (NYSE: DCX) and Sirius
Satellite Radio (Nasdaq: SIRI) today announced an agreement to bring satellite
radio to DaimlerChrysler customers beginning next year.
Sirius Radio will provide DaimlerChrysler customers with seamless coast-to-coast
coverage of up to 100 channels of programming, including 50 channels of
commercial-free music and up to 50 channels of news, sports and entertainment
for a monthly subscription fee of $9.95.
Under the terms of the agreement, DaimlerChrysler Corporation will purchase $100
million of Sirius common stock and exclusively factory-install Sirius receivers
in DaimlerChrysler cars and light trucks.
The arrangement includes all DaimlerChrysler brands sold in the United States,
including Mercedes-Benz, Chrysler, Jeep'r', Dodge, Dodge Truck, as well as
Freightliner and Sterling heavy trucks.
DaimlerChrysler and Sirius will also work together to develop innovative
telematics functions using the Sirius national digital broadcasting system.
These applications may include a range of wireless security, convenience and
navigation services for DaimlerChrysler vehicle owners. This is a further step
in DaimlerChrysler's strategy to create and develop technologies to better serve
its customers.
DaimlerChrysler is North America's third largest auto manufacturer, selling more
than 4.8 million vehicles worldwide per year. Freightliner is North America's
largest heavy-duty truck manufacturer -- and the first truck manufacturer to
agree to install satellite radios in commercial vehicles.
"We believe Sirius Radio has a superior system which will offer our vehicle
owners tailored, commercial-free broadcasts across the country," said Jim
Holden, President, DaimlerChrysler Corporation. "We see this arrangement as part
of DaimlerChrysler's ongoing strategy to expand our business beyond the
traditional automotive manufacturing and sale. This is all about DaimlerChrysler
bringing new value and services to our Chrysler, Jeep and Dodge customers, and
providing innovation in every area of their automotive experience."
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"Luxury car owners expect the most advanced performance, information and
entertainment technologies," added Ken Enders, Vice President of Marketing for
Mercedes-Benz USA, Inc. "We believe Sirius Radio will provide our Mercedes-Benz
clients with a revolution in audio information and entertainment."
"It is crucial that our commercial vehicle customers have the most advanced
technologies and the best entertainment options for the long hours spent on the
road," said Jim Hebe, President & CEO of Freightliner Corporation. "We expect
this alliance to usher in a new era of commercial-free music and innovative
news, talk and entertainment radio programming for motorists and truckers across
the U.S."
"We're extremely pleased that one of the world's most respected automakers has
made this significant commitment to our technology, our service and our
company," said David Margolese, Sirius Chairman and Chief Executive. "We believe
this decision affirms the superiority of our proprietary transmission technology
and the power of our completely commercial-free music capability."
Sirius has alliances with eight leading automotive electronics manufacturers to
produce digital receivers for the automotive aftermarket and for installation in
new cars. These companies include Alpine, Audiovox, Clarion, Delphi Delco
Electronics, Kenwood, Panasonic, Recoton, and Visteon.
Sirius Satellite Radio, www.siriusradio.com, is building a digital satellite
radio system that will broadcast music and entertainment programming to
motorists throughout the continental United States. The company has created
alliances with critically acclaimed artists and on-air personalities, including
Sting, Grandmaster Flash, and MC Lyte, who will have regularly scheduled
programs on Sirius.
Sirius has also announced agreements with some of the world's foremost creators
of compelling audio information and entertainment programming, including CNBC,
National Public Radio, USA Networks/SCI FI Channel, Bloomberg and the BBC. The
company has the exclusive right to carry the nationally acclaimed program "Car
Talk" on satellite radio. Sirius expects to begin broadcasting nationally at the
end of the fourth quarter of 2000.
The Chrysler group is headquartered in Auburn Hills, MI, and represents the
brands Chrysler, Jeep, Dodge and Dodge Truck worldwide. Besting last year's
record, the Chrysler group set a new all-time sales record in 1999, selling more
than 3.2 million units.
Mercedes-Benz USA, a DaimlerChrysler company, is headquartered in Montvale, NJ.
Mercedes-Benz USA became the top-selling luxury car company in the U.S. when it
sold 189,437 vehicles in 1999, up 11 percent over last year's all-time record.
Freightliner Corporation, headquartered in Portland, OR, is the leading heavy
truck manufacturer in North America. Freightliner produces and markets Class 3-8
vehicles under the Freightliner, Sterling, American LaFrance and Thomas Built
Buses nameplates and is a DaimlerChrysler company, the world's largest
commercial vehicle manufacturer.
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Any statements that express, or involve discussions as to, expectations,
beliefs, plans, objectives, assumptions, future events or performance with
respect to Sirius Satellite Radio Inc. are not historical facts and may be
forward-looking and, accordingly, such statements involve estimates, assumptions
and uncertainties which 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 Sirius Satellite Radio Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998, filed under the company's former name, CD Radio Inc. Among
the key factors that have a direct bearing on Sirius Satellite Radio's results
of operations are the potential risk of delay in implementing Sirius Satellite
Radio's business plan; increased costs of construction and launch of necessary
satellites; dependence on satellite construction and launch contractors;
dependence on Lucent Technologies; risk of launch failure; unproven market and
unproven applications of existing technology; unavailability of Sirius Satellite
Radio receivers; and Sirius Satellite Radio's need for additional financing.
Additional information regarding the relationship between DaimlerChrysler and
Sirius is available in Sirius Satellite Radio's Current Report on form 8-K dated
February 1, 2000.
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