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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): June 4, 2003
SIRIUS SATELLITE RADIO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-24710 52-1700207
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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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Item 5. Other Events.
On June 4, 2003, we entered into a Terms Agreement, which incorporated
the terms of the Company's Form Underwriting Agreement (previously filed as an
exhibit to our Registration Statement on Form S-3 (File No. 333-64344)), with
Morgan Stanley & Co. Incorporated and UBS Warburg LLC (the "Terms Agreement").
Pursuant to the Terms Agreement, we issued 86,250,000 shares of our common
stock, par value $.001 per share, under our Registration Statement on Form S-3
(File No. 333-64344) on June 10, 2003. These shares included 11,250,000 shares
of common stock issued pursuant to an overallotment option granted to the
underwriters in the Terms Agreement.
A copy of the Terms Agreement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety.
On June 12, 2003, Blackstone CCC Capital Partners L.P. and Blackstone
CCC Offshore Capital Partners L.P. informed us that they had distributed
approximately 57 million shares of our common stock to their limited partners.
These shares of common stock represent approximately 5.75% of our outstanding
common stock and are freely tradable and covered by a registration statement.
Affiliates of Blackstone also hold warrants to purchase approximately
42 million shares of our common stock. In connection with our recent
recapitalization, on March 7, 2003, we issued warrants to purchase approximately
87 million shares of our common stock to exchanging holders of our convertible
preferred stock at a blended exercise price of $0.99 per share. Blackstone and
its affiliates have not informed us of their intentions relating to these
warrants, but in connection with the execution of the registration rights
agreement described below, have agreed not to exercise these warrants later than
September 7, 2004.
We have also entered into a customary registration rights agreement
with Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore Capital
Partners L.P. and Blackstone Family Investment Partnership III L.P. A copy of
this Registration Rights Agreement is attached hereto as Exhibit 99.2, and is
incorporated herein by reference in its entirety. We also expect to enter into a
customary registration rights agreement with LJH Partners, L.P., Robert C. Fanch
Revocable Trust and BCI Investments L.L.C. on substantially the same terms.
On June 13, 2003, Mr. Peter G. Peterson, the Chairman of The Blackstone
Group L.P., resigned as a member of our board of directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The Exhibit Index attached hereto is incorporated herein.
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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
Executive Vice President, General Counsel
and Secretary
Dated: June 16, 2003
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EXHIBIT INDEX
Exhibit Description of Exhibit
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99.1 Terms Agreement, incorporating the terms of the Company's Form
Underwriting Agreement (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (File No. 333-64344)), dated June 4,
2003 between the Company, Morgan Stanley & Co. Incorporated and
UBS Warburg LLC.
99.2 Registration Rights Agreement, dated as of June 13, 2003, among the
Company, Blackstone CCC Capital Partners L.P., Blackstone CCC
Offshore Capital Partners L.P. and Blackstone Family Investment
Partnership III L.P.
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