SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): February 19, 2007
SIRIUS SATELLITE RADIO INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-24710
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52-1700207 |
(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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1221 Avenue of the Americas, 36th Fl., New York, NY
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10020 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 584-5100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On February 19, 2007, Sirius Satellite Radio Inc. (“Sirius”) and XM Satellite Radio Holdings
Inc. (“XM”) issued a joint press release announcing that they have entered into an Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which Sirius and XM will combine their businesses through a merger of XM and a newly formed, wholly owned subsidiary of Sirius.
A copy of the joint press release of Sirius and XM announcing the execution of the Merger
Agreement is included herein as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information Will be Filed with the SEC
This communication is being made in respect of the proposed business combination involving
Sirius and XM. In connection with the proposed transaction, Sirius plans to file with the SEC a
Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of Sirius
and XM plan to file with the SEC other documents regarding the proposed transaction. The definitive
Joint Proxy Statement/Prospectus will be mailed to stockholders of Sirius and XM. INVESTORS AND
SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders
will be able to obtain free copies of the Registration Statement and the Joint Proxy
Statement/Prospectus (when available) and other documents filed with the SEC by Sirius and XM
through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration
Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with
the SEC can also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of
the Americas, New York, NY 10020, Attention: Investor Relations or by directing a request to XM
Satellite Radio Holdings Inc., 1500 Eckington Place, NE Washington, DC 20002, Attention: Investor
Relations.
Sirius, XM and their respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding Sirius’s directors and executive officers is available in its Annual Report
on Form 10-K for the year ended December 31, 2005, which was filed with the SEC on March 13, 2006,
and its proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC
on April 21, 2006, and information regarding XM’s directors and executive officers is available in
XM’s Annual Report on Form 10-K, for the year ended December 31, 2005, which was filed with the SEC
on March 3, 2006 and its proxy statement for its 2006 annual meeting of stockholders, which was
filed with the SEC on April 25, 2006. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials
to be filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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Exhibit 99.1
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Press release issued jointly by Sirius Satellite Radio Inc.
and XM Satellite Radio Holdings Inc., dated February 19, 2007 |