e8vk
UNITED STATES
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) : March 11, 2008
ECHOSTAR CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
NEVADA
|
|
001-33807
|
|
26-1232727 |
(State or other jurisdiction of
|
|
(Commission File Number)
|
|
(IRS Employer |
incorporation)
|
|
|
|
Identification No.) |
|
|
|
90 INVERNESS CIRCLE E.
ENGLEWOOD, COLORADO
(Address of principal executive offices)
|
|
80112
(Zip Code) |
(303) 706-4444
(Registrants telephone number, including area code)
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 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
Item 1.01. |
|
Entry into a Material Definitive Agreement. |
On March 11, 2008 (the Effective Date), EchoStar Corporation (EchoStar) entered into
a transponder service agreement (the Transponder Agreement) with Bell ExpressVu Inc., in its
capacity as General Partner of Limited Partnership (Bell ExpressVu), which provides, among other
things, for the provision by Bell ExpressVu to EchoStar of service on sixteen (16) BSS transponders
on the Nimiq 5 satellite at the 72.7° W.L. orbital location, all in accordance with the terms and
conditions of the Transponder Agreement. The Nimiq 5 satellite is expected to be launched in the
second half of 2009. Bell ExpressVu currently has the right to receive service on the entire
communications capacity of the Nimiq 5 satellite pursuant to an agreement with Telesat Canada. On
March 11, 2008, EchoStar also entered into a transponder service agreement with DISH Network L.L.C.
(DISH L.L.C.), a wholly-owned subsidiary of DISH Network Corporation (DISH Network), pursuant
to which DISH L.L.C. will receive service from EchoStar on all of the BSS transponders covered by
the Transponder Agreement (the DISH Agreement). DISH Network guaranteed certain obligations of
EchoStar under the Transponder Agreement. DISH Network was EchoStars former parent corporation
and is an affiliate of EchoStar by virtue of their common controlling shareholder, Charles W.
Ergen. In addition, certain officers and directors of DISH Network, including Charles W. Ergen,
are also directors and officers of EchoStar.
Under the terms of the Transponder Agreement, EchoStar will make certain up-front payments to
Bell ExpressVu through the service commencement date on the Nimiq 5 satellite and thereafter will
make certain monthly payments to Bell ExpressVu for the remainder of the service term. Unless
earlier terminated under the terms and conditions of the Transponder Agreement, the service term
will expire fifteen years following the actual service commencement date of the Nimiq 5 satellite.
Upon expiration of this initial term, EchoStar has the option to continue to receive service on the
Nimiq 5 satellite on a month-to-month basis. Upon a launch failure, in-orbit failure or
end-of-life of the Nimiq 5 satellite, and in certain other circumstances, EchoStar has certain
rights to receive service from Bell ExpressVu on a replacement satellite.
Under the terms of the DISH Agreement, DISH L.L.C. will make certain monthly payments to
EchoStar commencing when the Nimiq 5 satellite is placed into service (the In-Service Date) and
continuing through the service term. Unless earlier terminated under the terms and conditions of
the DISH Agreement, the service term will expire ten years following the In-Service Date. Upon
expiration of the initial term, DISH L.L.C. has the option to renew the DISH Agreement on a
year-to-year basis through the end-of-life of the Nimiq 5 satellite. Upon a launch failure,
in-orbit failure or end-of-life of the Nimiq 5 satellite, and in certain other circumstances, DISH
L.L.C. has certain rights to receive service from EchoStar on a replacement satellite.
On March 11, 2008, a subsidiary of EchoStar entered into a set-top box pricing agreement (the
Pricing Agreement) with Bell ExpressVu, Bell Distribution Inc. and Bell Canada. Under the
Pricing Agreement, the parties amended their existing arrangements to, among other things, provide
current pricing on set-top boxes and related equipment that reflects a material decrease from
prices that Bell ExpressVu currently pays. As part of the Pricing Agreement, Bell ExpressVu will
also pay the subsidiary a monthly fee for support services that the subsidiary had previously
provided to Bell ExpressVu at no cost, subject to Bell ExpressVus right to cease paying such
monthly fee in accordance with the terms and conditions of the Pricing Agreement.
2
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.
|
|
|
|
|
|
ECHOSTAR CORPORATION
|
|
Date: March 17, 2008 |
By: |
/s/ R. Stanton Dodge
|
|
|
|
R. Stanton Dodge |
|
|
|
Executive Vice President, General Counsel and Secretary |
|
|
3