UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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Form
8-K
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CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported) : June 10,
2008
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ECHOSTAR
CORPORATION
(Exact
name of registrant as specified in its charter)
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NEVADA
(State
or other jurisdiction of incorporation)
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001-33807
(Commission
File Number)
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26-1232727
(IRS
Employer
Identification
No.)
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90
INVERNESS CIRCLE E.
ENGLEWOOD,
COLORADO
(Address
of principal executive offices)
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80112
(Zip
Code)
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(303)
706-4000
(Registrant's
telephone number, including area code)
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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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
Item
2.01 Completion of
Acquisition or Disposition of Assets.
As
previously disclosed, on February 5, 2008, EchoStar Corporation (“EchoStar”)
entered into a Spectrum Agreement (the “Spectrum Agreement”) with TerreStar
Corporation, a Delaware corporation (the “TerreStar Parent”), and its majority
owned subsidiary, TerreStar Networks Inc., which provided for the lease to
TerreStar Parent of EchoStar’s holdings of 1.4 GHz spectrum along with an option
for TerreStar Parent to acquire the company through which EchoStar holds
these licenses in exchange for the issuance of 30 million shares of TerreStar
Parent’s common stock, par value $0.01 per share (the “Common
Stock”). On June 10, 2008, TerreStar Parent completed the acquisition
of the company under the Spectrum Agreement and issued 30 million shares of
Common Stock to EchoStar. EchoStar currently has two representatives
on TerreStar Parent’s board of directors.
The
Spectrum Agreement was previously filed as Exhibit 10.4 to TerreStar Parent’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 8, 2008 and is incorporated by reference into this Item
2.01.
Item 9.01 Financial
Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
EchoStar
intends to file the required financial statements of TerreStar Parent relating
to the acquisition of TerreStar Parent Common Stock in an amendment to this
Current Report on Form 8-K under cover of Form 8-K/A by August 26,
2008.
(b) Pro
Forma Financial Information.
EchoStar
intends to file the required pro forma financial statements relating to the
acquisition of TerreStar Parent Common Stock in an amendment to this Current
Report on Form 8-K under cover of Form 8-K/A by August 26, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on their behalf by the undersigned hereunto
duly authorized.
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ECHOSTAR
CORPORATION
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Date:
June 16, 2008
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By: /s/
R. Stanton Dodge
R.
Stanton Dodge
Executive
Vice President, General Counsel and Secretary
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