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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 27, 2004
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.
Today we announced agreements with Penske Automotive Group, Inc., United
Auto Group, Inc., Penske Truck Leasing Co. L.P. and Penske Corporation. Penske
Automotive Group and United Auto Group own and operate approximately 144 auto
dealerships in the United States. Penske Truck Leasing, the largest truck
leasing and rental company in the United States, leases heavy trucks on a
long-term basis to individual and fleet operators and rents trucks on a
short-term basis to individuals. Penske Corporation and its affiliates are
active participants in motorsports, with racing teams that participate in
NASCAR, IRL and other events.
United Auto Group and Penske Automotive Group have agreed, where available,
to order SIRIUS radios with all of the vehicles they purchase from automakers,
and to use best efforts to include a bundled subscription to our service in the
sale or lease of these vehicles. Penske Truck Leasing has agreed, where
available, to order SIRIUS radios with all new trucks it purchases. Penske
Trucking Leasing has also agreed to install Sirius radios in a select number
of trucks it leases to consumers. The Penske companies plan to launch an
extensive joint marketing effort with us. These efforts will include mailings
to Penske customers, prominent signage in Penske dealerships, use of our
satellite radio service in Penske dealerships and exposure in Penske racing
efforts.
We have agreed to pay the Penske companies a commission upon the sale or
lease of a vehicle that includes a one-year or more subscription to our service
bundled with the price of the vehicle; share the costs of our joint marketing
efforts; reimburse the Penske companies for certain costs of purchasing and, if
applicable, installing SIRIUS radios; and issue the Penske companies warrants to
purchase an aggregate of 38 million shares of our common stock at an exercise
price of $2.392 per share. Two million of these warrants vested upon execution
of the agreements and the balance of these warrants vest over time and upon
achievement of certain milestones by the Penske companies.
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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: January 27, 2004
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