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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
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SIRIUS SATELLITE RADIO INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
82966U-10-3
(CUSIP Number)
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Paul D. Ginsberg
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, N.Y. 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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June 22, 1999
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box o.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 1 of 6 Pages
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AMENDMENT NO. 1 TO SCHEDULE 13D
CUSIP No. 82966U-10-3 Page 2 of 6 Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Margolese
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
5,621,014 (includes 2,000,000 shares
NUMBER OF pursuant to a voting trust agreement)
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
3,621,014
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,621,014
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
14 TYPE OF REPORTING PERSON
IN
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Page 3 of 6 Pages
Amendment No. 1 to SCHEDULE 13D
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This Amendment No. 1, filed pursuant to Rule 13d-2(a) of Regulation
13D-G of the General Rules and Regulations under the Securities Act of 1934, as
amended, amends the Schedule 13D originally filed on March 11, 1998 (the
"Schedule 13D") by David Margolese, relating to the shares of common stock, par
value $.001 per share, of Sirius Satellite Radio Inc. (f/k/a CD Radio Inc.), a
Delaware corporation. Capitalized terms used without definition in this
Amendment No. 1 have the respective meanings ascribed to them in the Schedule
13D.
Item 1. Security and Issuer.
--------------------
Item 1 of the Schedule 13D is hereby amended and replaced in
its entirety as follows:
This Statement relates to the common stock, par value $.001 per share
("Common Stock"), of Sirius Satellite Radio Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 1221
Avenue of the Americas, 36th Floor, New York, NY 10020. Item 2. Identity and
Background.
Item 2(b) of the Schedule 13D is hereby amended and replaced
in its entirety as follows:
(b). Mr. Margolese's business address is 1221 Avenue of the
Americas, 36th Floor, New York, NY 10020.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended by deleting the
phrase "(currently 2,834,500 shares)" from the first sentence
thereof and replacing it with "(currently 2,000,000 shares)".
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Page 4 of 6 Pages
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the Schedule 13D is hereby amended and replaced in
its entirety as follows:
(a) through (c). As of June 30, 2000, Mr. Margolese beneficially owned
(within the meaning of the rules and regulations of the Securities and Exchange
Commission) 5,621,014 shares of Common Stock, representing approximately 12.8%
of the Common Stock of the Company, based upon a total of 41,907,931 shares of
Common Stock outstanding on June 30, 2000 as indicated by the Company. The
aggregate number of shares of Common Stock beneficially owned by Mr. Margolese
includes 2,020,000 shares of Common Stock issuable pursuant to stock options
that are exercisable within 60 days. Pursuant to the Voting Trust Agreement
(defined in Item 6), Mr. Margolese has the power to vote in his discretion all
shares of Common Stock owned or hereafter acquired by Darlene Friedland and
certain of her affiliates for a period of five years commencing on November 20,
1997. Currently, 2,000,000 shares of Common Stock are subject to the Voting
Trust Agreement and are included in the aggregate number of shares beneficially
owned by Mr. Margolese.
On May 21, 1999 the Company's Board of Directors adopted, subject to
approval of the Company's stockholders, the Company's 1999 Long-Term Stock
Incentive Plan (the "Plan") and on June 22, 1999 the Company's stockholders
approved the Plan. Under the terms of the Plan, the Company issued to Mr.
Margolese, effective January 1, 1999, options to purchase 1,800,000 shares of
Common Stock which become exercisable as follows: 840,000 shares on January 1,
1999; 480,000 shares on January 2, 2000; and 480,000 shares on January 2, 2001.
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Page 5 of 6 Pages
Consequently, the number of shares of Common Stock issuable pursuant to stock
options exercisable within 60 days beneficially owned by Mr. Margolese has
increased by 1,320,000 shares since the filing of the Schedule 13D.
As of June 30, 2000, Mr. Margolese has been awarded 1,014 shares under
the Company's 401(k) Savings Plan.
On February 22, 2000, Darlene Friedland and Robert Friedland filed
Amendment No. 2 to their statement on Schedule 13D, which amendment indicated
that during January 2000 Mr. Friedland disposed of 500,000 shares of Common
Stock. On May 25, 2000, Darlene Friedland and Robert Friedland filed Amendment
No. 3 to their statement on Schedule 13D, which amendment indicated that between
March 2000 and May 2000 Mr. Friedland disposed of 334,500 shares of Common
Stock.
Mr. Margolese has sole power to vote or to direct the vote of 5,621,014
shares of Common Stock. He has sole power to dispose or to direct the
disposition of 3,621,014 shares of Common Stock of the Company. Darlene
Friedland and certain of her affiliates retain sole power to dispose or to
direct the disposition of the 2,000,000 shares of Common Stock currently subject
to the Voting Trust Agreement. Except as set forth above, Mr. Margolese does not
beneficially own any shares of Common Stock and has not effected any transaction
in shares of Common Stock during the preceding 60 days.
(d). Darlene Friedland and certain of her affiliates have the right to
receive dividends and distributions of the shares subject to the Voting Trust
Agreement and the right to direct the trustee to sell, assign, transfer,
encumber or grant any option therein. Other than as described in the Voting
Trust Agreement, to the best knowledge of Mr. Margolese, no other person has the
right to receive or the
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Page 6 of 6 Pages
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock owned thereby.
(e). Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
Dated: July 21, 2000
/s/ David Margolese
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David Margolese
