AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 1996
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
---------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECHOSTAR COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-03369997
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization
90 Inverness Circle East
Englewood, Colorado 80112
(303) 799-8222
(Address of principal executive offices)
------------------------
EchoStar Communications Corporation
1996 Launch Bonus Plan
(Full Title of Plan)
DAVID K. MOSKOWITZ
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ECHOSTAR COMMUNICATIONS CORPORATION
90 INVERNESS CIRCLE EAST
ENGLEWOOD, COLORADO 80112
(303) 799-8222 EXT. 5323
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF
REGISTERED BE REGISTERED PER SHARE PRICE(1) REGISTRATION FEE
Class A Common Stock,
$0.01 par value........ 8,000 shares $24.25(1) $194,000.00 $100.00
(1) This calculation is made solely for the purpose of determining the amount of
the registration fee and, in accordance with Rule 457(h) under the
Securities Act of 1933, is based upon the average of the high and low prices
of the Class A Common Stock as quoted in Nasdaq as of September 6, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1996, the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996 and the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 (Commission File No. 0-26176) are hereby
incorporated in this Registration Statement by reference. In addition, all
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 (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a Post-Effective Amendment to the Registration Statement
indicating that all securities offered under the Registration Statement have
been sold, or deregistering all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing such documents. The description of the
Company's Class A Common Stock contained in the Company's Registration Statement
on Form 8-A, declared effective June 20, 1995, pursuant to Section 12 of the
Exchange Act is also incorporated herein by this reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Company's combined and consolidated financial statements dated as of
December 31, 1994 and 1995, and for each of the three years in the period ended
December 31, 1995, included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, Commission File No. 0-26176, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said report.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Company provide for indemnification of
the officers and directors of the Company to the fullest extent permitted by
Section 78.751 of the Nevada General Corporation Law. The Registrant maintains
certain insurance policies for its directors and officers against any loss
arising from any claim asserted against them in such capacities, subject to
certain exclusions.
ITEM 8. EXHIBITS
4.1 Specimen Share Certificate.*
4.2 Articles of Incorporation of the Company.*
4.3 Bylaws of the Company.*
4.4 Summary of 1996 Launch Bonus Plan.
5.1 Opinion and Consent of David K. Moskowitz.
23.1 Consent of David K. Moskowitz. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney.
- ------------------------
* Incorporated by reference to the Company's Registration Statement on Form S-1,
Registration Number 33-91276.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement; (2)
that for
2
the purpose of determining any liability under the Securities Act of 1933 each
such post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
3
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 Englewood, State of Colorado, on September 6, 1996.
ECHOSTAR COMMUNICATIONS CORPORATION
By /s/ DAVID K. MOSKOWITZ
-----------------------------------
David K. Moskowitz
SENIOR VICE PRESIDENT, GENERAL
COUNSEL
AND SECRETARY
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 date indicated.
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
President, Chief
* Executive Officer,
- ----------------------------------- Chairman and Director September 6,
Charles W. Ergen (Principal Executive 1996
Officer)
Vice President and Chief
* Financial Officer September 6,
- ----------------------------------- (Principal Financial 1996
Steven B. Schaver Officer)
Vice President, Treasurer
* and Controller September 6,
- ----------------------------------- (Principal Accounting 1996
J. Allen Fears Officer)
*
- ----------------------------------- Director September 6,
R. Scott Zimmer 1996
*
- ----------------------------------- Director September 6,
James DeFranco 1996
*
- ----------------------------------- Director September 6,
Raymond L. Friedlob 1996
*
- ----------------------------------- Director September 6,
Alan M. Angelich 1996
*By: /s/ J. ALLEN
FEARS
- -----------------------------------
J. Allen Fears
ATTORNEY-IN-FACT
5
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
4.1 Specimen Share Certificate.*
4.2 Articles of Incorporation of the Company.*
4.3 Bylaws of the Company.*
4.4 Summary of 1996 Launch Bonus Plan.
5.1 Opinion and Consent of David K. Moskowitz.
23.1 Consent of David K. Moskowitz. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney.
- ------------------------
* Incorporated by reference to the Company's Registration Statement on Form S-1,
Registration Number 33-91276.
EXHIBIT 4.4
EXHIBIT 4.4
SUMMARY
OF
1996 LAUNCH BONUS PLAN
In recognition of the dedication and hard work of employees of EchoStar
Communications Corporation (the "Corporation") and of its subsidiaries in
anticipation of the launch of EchoStar II, the Board of Directors of the
Corporation awarded to each employee who had been with the Corporation or any of
its subsidiaries for at least ninety (90) days on September 10, 1996, ten (10)
shares of the Corporation's Class A Common Stock. The award is a special one-
time grant.
EXHIBIT 5.1
[Letterhead]
September 6, 1996
EchoStar Communications Corporation
90 Inverness Circle East
Englewood, CO 80112
Re:Registration Statement on Form S-8 (the "Registration Statement")
Gentlemen:
I am Senior Vice President, Corporate Secretary and General Counsel of
EchoStar Communications Corporation, a Nevada corporation formed in April
1995 (the "Company"), and have acted as such in connection with the
authorization to issue up to 8,000 shares of the Company's Class A Common
Stock, $0.01 par value (the "Common Shares"), issued or to be issued under
the 1996 Launch Bonus Plan of the Company (the "Plan"). I have reviewed
originals, or copies certified or otherwise identified to my satisfaction as
copies of originals, of the various proceedings taken by the Company to
effect such authorizations, and have examined such other agreements,
instruments, documents and corporate records of the Company as I have deemed
necessary or appropriate as a basis for the opinion hereinafter expressed.
Based upon the foregoing and having regard for such legal considerations
as I deem relevant, I am of the opinion that the Common Shares of the Company
issuable pursuant to the Plan have been duly authorized for issuance and will
be legally issued, fully paid and non-assessable when issued as provided in
the Plan.
I am admitted to practice only in the State of Colorado and do not purport
to be an expert on the laws of any other jurisdiction other than the laws of
the State of Colorado and Federal law.
I consent to the filing of this opinion as an exhibit to the Registration
Statement relating to the Plan.
Very truly yours,
/s/ DAVID K. MOSKOWITZ
------------------------------------------
David K. Moskowitz
Senior Vice President, Corporate Secretary
and General Counsel
DKM:es
EXHIBIT 23.2
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
Registration Statement.
ARTHUR ANDERSEN LLP
Denver, Colorado,
September 6, 1996.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints each of J. Allen Fears and
David K. Moskowitz, as true and lawful attorneys-in-fact and agents, in any and
all capacities to sign a Registration Statement on Form S-8 (and, if any, any
and all amendments, including pre-effective and post-effective amendments
thereto) in relation to an offering by EchoStar Communications Corporation (the
"Corporation") of up to 8,000 shares of the Corporation's Class A Common Stock
to employees of the Corporation who have been with the Corporation or its
subsidiaries for at least ninety (90) days pursuant to the 1996 Launch Bonus
Plan of the Corporation, and to file the same with all exhibits thereto, and
other documents in connection therewith with the Securities Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
all such other acts and execute all such other documents as he may deem
necessary or desirable in connection with the foregoing, as fully as if the
undersigned might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated as of September 6, 1996.
Signature Title
--------- -----
/s/ CHARLES W. ERGEN Chairman, Chief Executive Officer and
- ------------------------------- President
Charles W. Ergen (Principal Executive Officer)
/s/ STEVEN B. SCHAVER Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial Officer)
Steven B. Schaver
/s/ J. ALLEN FEARS Vice President, Treasurer and Controller
- ------------------------------- (Principal Accounting Officer)
J. Allen Fears
/s/ R. SCOTT ZIMMER Director
- -------------------------------
R. Scott Zimmer
/s/ JAMES DEFRANCO Director
- -------------------------------
James DeFranco
/s/ RAYMOND L. FRIEDLOB Director
- -------------------------------
Raymond L. Friedlob
/s/ ALAN M. ANGELICH Director
- -------------------------------
Alan M. Angelich
