As filed with the Securities and Exchange Commission on October 1, 2004,
Registration No. 333-
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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, New York 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
Executive 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:
Gary L. Sellers
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
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CALCULATION OF REGISTRATION FEE
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Title of each class Amount to be Proposed maximum offering Proposed maximum Amount of
of securities to be registered(1) Registered (2) price per share (3) aggregate offering price (3) registration fee
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Shares of Sirius Satellite Radio
Inc. common stock, par value
$0.001 per share 500,000 $2.83 $1,415,000 $179.28
Preferred stock purchase rights(4) 500,000 (4) (4) (4)
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this registration statement also covers any shares of common
stock and preferred stock purchase rights that may be issuable pursuant to
the anti-dilution provisions of the employee benefit plan described
herein. In addition, pursuant to Rule 416(c) under the Securities Act,
this registration statement also covers an indeterminate amount of
interests in the plan named above to be offered or sold pursuant to that
plan.
(2) This amount represents a 500,000 share increase in the number of shares of
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 the common stock on
September 24, 2004, as reported in the Nasdaq National Market System,
which was $2.83.
(4) Each preferred stock purchase right 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.
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 500,000 shares of the Company's common stock, par value of $0.001 per
share, attached preferred stock purchase rights and an indeterminate number of
plan interests, 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, 2003;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2004 and June 30, 2004;
3. The Plan's Annual Report on Form 11-K for the year ended December
31, 2003;
4. The Company's Current Reports on Form 8-K dated January 15, 2004,
January 27, 2004, January 28, 2004, February 12, 2004, April 6,
2004, April 21, 2004, June 30, 2004 and July 21, 2004;
5. The Company's Registration Statement on Form S-8 (File No.
333-111221) dated December 16, 2003;
6. The Company's Registration Statement on Form S-8 (File No.
333-106020) dated June 11, 2003;
7. The Company's Registration Statement on Form S-8 (File No.
333-101515) dated November 27, 2002;
8. The Company's Registration Statement on Form S-8 (File No.
333-100083) dated September 25, 2002;
9. The Company's Registration Statement on Form S-8 (File No.
333-81914) dated February 1, 2002;
10. The Company's Registration Statement on Form S-8 (File No.
333-74752) dated December 7, 2001;
11. The Company's Registration Statement on Form S-8 (File No.
333-62818) dated June 12, 2001;
12. The Company's Registration Statement on Form S-8 (File No.
333-47954) dated October 13, 2000;
13. The Company's Registration Statement on Form S-8 (File No.
333-65473) dated October 8, 1998; and
14. The description of our common stock contained in our Registration
Statement on Form 8-A filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended.
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.
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 2003 and
the financial statements and schedules of the Sirius Satellite Radio 401(k)
Savings Plan appearing in the Plan's Annual Report on Form 11-K for the year
ended December 31, 2003, have both been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon and incorporated
herein by reference. Such consolidated financial statements and financial
statements and schedules are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
Item 8. Exhibits
See Exhibit Index elsewhere herein.
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 1, 2004.
SIRIUS SATELLITE RADIO INC.
By: /s/ Patrick L. Donnelly
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Patrick L. Donnelly
Executive Vice President,
General Counsel and Secretary
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 A.
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:
Signatures Title Date
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/s/ Joseph P. Clayton Chief Executive Officer (Principal September 30, 2004
---------------------------- Executive Officer) and Director
Joseph P. Clayton
/s/ David J. Frear Executive Vice President and September 30, 2004
---------------------------- Chief Financial Officer (Principal
David J. Frear Financial Officer)
/s/ Edward Weber, Jr. Vice President and Controller September 30, 2004
---------------------------- (Principal Accounting Officer)
Edward Weber, Jr.
/s/ Leon D. Black Director September 30, 2004
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Leon D. Black
/s/ Lawrence F. Gilberti Director September 30, 2004
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Lawrence F. Gilberti
/s/ James P. Holden Director September 30, 2004
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James P. Holden
/s/ Warren N. Lieberfarb Director September 30, 2004
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Warren N. Lieberfarb
Signatures Title Date
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/s/ Michael J. McGuiness Director September 30, 2004
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Michael J. McGuiness
/s/ James F. Mooney Director September 30, 2004
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James F. Mooney
INDEX TO EXHIBITS
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Exhibit
No.
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5.1 Opinion of Patrick L. Donnelly, Esq., Executive Vice President, General
Counsel and Secretary of the Company.
23.1 Consent of Patrick L. Donnelly, Esq., Executive Vice President, General
Counsel and Secretary of the Company (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Notice regarding Consent of Arthur Andersen LLP.