sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EchoStar Holding Corporation
(Name of Issuer)
CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
278768 106
(CUSIP Number)
R. Stanton Dodge
Executive Vice President, General Counsel and Secretary
EchoStar Holding Corporation
90 Inverness Circle E.
Englewood, Colorado 80112
(303) 723-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 1, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
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NAME OF REPORTING PERSON
Charles W. Ergen |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP :
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(a) o |
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(b) o |
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SEC Use Only |
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SOURCE OF FUNDS |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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U.S.A.
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SOLE VOTING POWER |
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Number Of |
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41,710,699 VOTING SHARES (1) 160,000 SIXTY DAY SHARES (2) |
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Shares |
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SHARED VOTING POWER |
Beneficially |
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Owned By |
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247 OTHER SHARES (3) |
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Each |
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SOLE DISPOSITIVE POWER |
Reporting |
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Person |
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41,710,699 VOTING SHARES (1) 160,000 SIXTY DAY SHARES (2) |
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With |
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SHARED DISPOSITIVE POWER |
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247 OTHER SHARES (3) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
THE REPORTING PERSON |
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41,870,946 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Approximately 50.0% (4) |
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TYPE OF REPORTING PERSON |
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IN |
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(1) |
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Voting Shares include all shares of Class A
Common Stock (Class A Common Stock) and Class B
Common Stock (Class B Common Stock) of EchoStar Holding Corporation (EHC) of which Mr.
Ergen is the sole beneficial owner. The shares of Class B Common Stock are convertible into shares
of Class A Common Stock on a one-for-one basis at any time. The Voting Shares represent: (i) 89,730
shares of Class A Common Stock owned beneficially directly by Mr. Ergen; (ii) 3,704 shares of Class
A Common Stock owned beneficially indirectly by Mr. Ergen in his 401(k) Employee Savings Plan;
(iii) 5,435 shares of Class A Common Stock owned beneficially by Mr. Ergen as custodian for his
minor children; and (iv) 41,611,830 shares of Class B Common Stock owned beneficially directly by
Mr. Ergen. |
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(2) |
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Sixty Day Shares are shares of Class A Common Stock deemed to be owned beneficially under
Rule 13d- 3(d)(1) because Mr. Ergen has the right to acquire beneficial ownership of such shares
within 60 days of the date hereof. Upon acquisition by Mr. Ergen, these shares will become Voting
Shares. |
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(3) |
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Other Shares represent (i) 47 shares of Class A Common Stock owned beneficially by Mr.
Ergens spouse Cantey Ergen; and (ii) 200 shares of Class A Common Stock owned beneficially in Mrs.
Ergens 401(k) Plan. |
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(4) |
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Based on 42,025,078 shares of Class A Common Stock outstanding on January 1, 2008 and assuming
conversion of the shares of Class B Common Stock held by Mr. Ergen into Class A Common Stock.
Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock,
assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock,
the percentage of the Class A Common Stock that the Reporting Person may be deemed to own
beneficially would be approximately 46.67%. Because each share of Class B Common Stock is entitled
to 10 votes per share, the Reporting Person owns beneficially equity securities of the Company
representing approximately 80.22% of the voting power of EHC (assuming no conversion of the Class B
Common Stock). |
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ITEM 1. Security and Issuer
This Schedule 13D relates to shares of Class A Common Stock, $0.001 par value per share (the
Class A Common Stock) of EchoStar Holding Corporation, a Nevada corporation formed in
October 2007 (EHC). The principal executive offices of EHC are located at 90 Inverness
Circle East, Englewood, CO 80112.
ITEM 2. Identity and Background
Mr. Ergens principal occupation is Chairman of the Board of Directors and Chief Executive Officer
of EchoStar Communications Corporation (ECC) and Chairman of the Board of Directors and Chief
Executive Officer of EHC, and his principal address is 90 Inverness
Circle East, Englewood, Colorado
80112. Mr. Ergen has not, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any violation with
respect to such laws. Mr. Ergen is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration
On January 1, 2008, Mr. Ergen acquired beneficial ownership of 259,116 shares of Class A
Common stock and 41,611,830 shares of Class B Common Stock as a result of the spin-off of ECCs
technology and certain infrastructure assets (the
Spin-Off). In connection with the Spin-Off, ECC
distributed one share of EHCs Class A Common Stock or Class B Common Stock, as the case may be,
for every five shares of the same class of ECCs common stock held as of December 27, 2007, the
record date for the Spin-Off. Prior to completion of the Spin-Off, EHC was a wholly-owned
subsidiary of ECC. Mr. Ergen expects in the future to acquire shares of Class A Common Stock of EHC
pursuant to EHCs employee compensation, benefit or similar plans. Pursuant to the provisions of
the agreements entered into in connection with the Spin-Off, stock options of ECC (the Old Equity Awards) held by Mr. Ergen and other ECC employees were converted
into stock options of ECC and EHC pursuant to a conversion formula described in the Registration
Statement on Form 10 of EHC filed with the Securities and Exchange Commission on December 28, 2007,
that was intended to preserve the intrinsic value of ECCs equity awards prior to the Spin-Off.
Except for adjustments made in connection with the conversion, the new EHC equity awards have
substantially the same terms, including among other things the expiration date and vesting
schedule, as the Old Equity Awards from which they were converted.
Mr. Ergen may from time to time acquire shares of Class A Common Stock for investment
purposes. Such Class A Common Stock may be acquired with personal funds of or funds borrowed by Mr.
Ergen.
ITEM 4. Purpose of Transaction
As described in Item 3 above, Mr. Ergen acquired the Common Stock of EHC as a result of the
Spin-Off. Mr. Ergen beneficially owns shares for general investment purposes.
Except
as noted in public filings by ECC or EHC, Mr. Ergen has no plans which would result in the implementation of any of the enumerated
actions listed in paragraphs (a) (j) of Item 4 (although Mr. Ergen reserves the right to develop
such plans). However, as Chairman and Chief Executive Officer of EHC, Mr. Ergen regularly explores
potential actions and transactions that may be advantageous to EHC, including, but not limited to,
possible mergers, acquisitions, reorganizations or other material changes in the business,
corporate structure, board of directors, management, dividend policy, governing instruments,
capitalization, securities or regulatory or reporting obligations of EHC.
ITEM 5. Interest in Securities of the Issuer.
(a) and (b). Mr. Ergen beneficially owns securities convertible into or exercisable for,
41,870,946 shares of Class A Common Stock representing 49.97% of the outstanding EHC Class A Common
Stock after giving effect
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to conversion and exercise of all derivative securities held by Mr. Ergen. Such shares
include: (i) 89,730 shares of Class A Common Stock owned beneficially directly by Mr. Ergen; (ii)
3,704 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen in his 401(k)
Employee Savings Plan; (iii) the right to acquire 160,000 shares of Class A Common Stock within 60
days upon the exercise of employee stock option; (iv) 47 shares of Class A Common Stock held by Mr.
Ergens spouse, Cantey Ergen; (v) 200 shares of Class A Common Stock held in Mrs. Ergens 401(k)
Plan; (vi) 5,435 shares of Class A Common Stock owned beneficially by Mr. Ergen as custodian for
his minor children; and (vii) 41,611,830 Class A Shares issuable upon conversion of Mr. Ergens
shares of Class B Common Stock. Mr. Ergen has sole voting power with respect to 41,870,699 shares
and holds sole dispositive power with respect to 41,710,699 shares.
(c) Except as set forth herein, Mr. Ergen does not have beneficial ownership of, and has not
engaged in any transaction during the past 60 days in, any shares of Class A Common Stock.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Mr. Ergen
is not a party to any contracts, arrangements, understandings or
relationships with respect to securities of the issuer,
including, but not limited to, transfer or voting of any of the securities, finders fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies nor are any of the securities pledged or otherwise
subject to a contingency the occurrence of which would give another person voting power or
investment power over such securities.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.
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CHARLES W. ERGEN
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Dated: January 11, 2008 |
/s/ Charles W. Ergen
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Charles W. Ergen |
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Attention: Intentional misstatements or omissions of fact
constitutes Federal criminal violations (See 18 U.S.C. 1001)
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