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As filed with the Securities and Exchange Commission on
October 13, 2000 Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIRIUS SATELLITE RADIO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-170027
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1221 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY 10020
(212) 584-5100
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
SIRIUS SATELLITE RADIO INC. 401(k) SAVINGS PLAN
(Full title of the Plan)
PATRICK L. DONNELLY
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SIRIUS SATELLITE RADIO INC.
1221 AVENUE OF THE AMERICAS
36TH FLOOR
NEW YORK, NEW YORK 10020
(212) 584-5100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
PAUL D. GINSBERG
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) REGISTERED (2) PER SHARE (3) PRICE(3) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Shares of Sirius Satellite Radio Inc.
Common Stock, par value $0.001
per share (the "Common Stock")
Preferred Stock Purchase Rights(4) 50,000 $48.875 $2,443,750 $645.15
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein plus any additional shares of Common Stock and Preferred
Stock Purchase Rights that may be issuable pursuant to the anti-dilution
provisions of such plan.
(2) This amount represents a 50,000 share increase in the number shares of the
Company's Common Stock authorized for issuance under the Sirius Satellite
Radio Inc. 401(k) Savings Plan.
(3) 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 high and low prices for shares of Common Stock on October
10, 2000, as reported in the Nasdaq National Market System, which was
$48.875
(4) Each Preferred Stock Purchase Right (the "Rights") represents the right to
purchase one one-hundredth of a share of Series B Preferred Stock for each
share of Common Stock. The Rights are appurtenant to and trade with the
Common Stock. The value attributable to the Rights, if any, is reflected
in the value of the Common Stock and the registration fee for the Rights
is included in the fee for the Common Stock.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Sirius
Satellite Radio Inc., a Delaware corporation (the "Company"), with respect to an
additional 50,000 shares of the Company's common stock, par value of $0.001 per
share, issuable under the Sirius Satellite Radio Inc. 401(k) Savings Plan (the
"Plan"), and consists of those items required by General Instruction E to Form
S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1999;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000; and
3. The Company's Registration Statement on Form S-8
(File No. 333-65473) dated October 8, 1998.
All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained in this registration statement or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Patrick L. Donnelly, Esq., whose legal opinion with respect to
the securities registered hereunder is filed as Exhibit 5.1 hereto, is an
employee of the Company and participates in the Plan and other benefit plans
established by the Company.
ITEM 8. EXHIBITS
See Exhibit Index elsewhere herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 New York, State of New York, on October 13,
2000.
SIRIUS SATELLITE RADIO INC.
By: /s/ Patrick L. Donnelly
------------------------------
Patrick L. Donnelly
Senior Vice President,
General Counsel and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below hereby constitutes and appoints Patrick L. Donnelly and
Douglas Kaplan, and each of them, his true and lawful agent, proxy and
attorney-in-fact, each acting alone with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign and file with the Commission any and all
amendments (including post-effective amendments) to this registration statement
together with all schedules and exhibits thereto, (ii) act on, sign and file
such certificates, instruments, agreements and other documents as may be
necessary or appropriate in connection therewith, and (iii) take any and all
actions which may be necessary or appropriate in connection therewith, granting
unto such agents, proxies and attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agents, proxies and attorneys-in-fact, any of them or any of his or their
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:
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Signatures Title Date
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/s/ David Margolese Chairman and Chief Executive Officer October 11, 2000
------------------------ (Principal Executive Officer and
David Margolese Principal Financial Officer)
/s/ Robert D. Briskman Director October 11, 2000
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Robert D. Briskman
/s/ Lawrence F. Gilberti Director October 11, 2000
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Lawrence F. Gilberti
/s/ Joseph V. Vittoria Director October 11, 2000
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Joseph V. Vittoria
/s/ Ralph V. Whitworth Director October 11, 2000
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Ralph V. Whitworth
/s/ Edward Weber, Jr. Vice President and Controller October 11, 2000
------------------------ (Principal Accounting Officer)
Edward Weber, Jr.
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INDEX TO EXHIBITS
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EXHIBIT
NO.
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5.1 Opinion of Patrick L. Donnelly, Senior Vice President, General Counsel
and Secretary of the Company (filed herewith).
23.1 Consent of Patrick L. Donnelly, Senior Vice President, General Counsel
and Secretary of the Company (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP (filed herewith).
24.1 Power of Attorney (included on signature page).
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