As filed with the United States Securities and Exchange Commission on March 7, 2000 Registration No. 333-_____ UNITED STATES 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 organization) Identification No.) 5701 SOUTH SANTA FE DRIVE LITTLETON, COLORADO 80120 (Address, including zip code, of principal executive offices) ECHOSTAR COMMUNICATIONS CORPORATION 401(k) EMPLOYEES' SAVINGS PLAN (Full Title of Plan) DAVID K. MOSKOWITZ SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ECHOSTAR COMMUNICATIONS CORPORATION 5701 SOUTH SANTA FE DRIVE LITTLETON, COLORADO 80120 (Name and address of agent for service) (303) 723-1040 (telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered registered per share price fee _________________ __________ __________ __________ _____________ Class A Common 60,000 shares(1) $112.375(2) $6,742,500.00(2) $1,780.02(2) Stock par value $0.01 per share (1) This amount represents a 60,000 share increase in the number of shares of the Company's Class A Common Stock authorized for issuance under the Company's 401(k) Employee Savings Plan.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the maximum offering price, per share and in aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Company's Class A Common Stock as reported on the Nasdaq National Market System on March 2, 2000. INTRODUCTION This Registration Statement on Form S-8 is filed by EchoStar Communications Corporation, a Nevada Corporation formed in April, 1995 (the "Company"), with respect to an additional 60,000 shares of the Company's Class A Common Stock, par value of $0.01 per share, issuable under the Company's 401(k) Employees' Savings Plan, and consists of only those items required by General Instruction E to Form S-8. 2
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT In accordance with General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the "Commission") on December 19, 1995, Registration No. 33-80527; the Company's Registration Statement on Form S-8 filed by the Company with the Commission on March 7, 1997, Registration No. 333-22971; the Company's Registration Statement on Form S-8 filed by the Company with the Commission on March 30, 1998, Registration No. 333-48895, and the Company's Registration Statement on Form S-8 filed by the Company with the Commission on March 22, 1999, Registration No. 333-74779,are incorporated herein by reference and made a part hereof. Pursuant to General Instruction E, only the following opinions and consents required under Item 8 are furnished: Exhibit No. Exhibit Description - ----------- ------------------- 5.1 Opinion and Consent of David K. Moskowitz, Esq. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of David K. Moskowitz, Esq. See Exhibit 5.1. 24 Power of Attorney. 3
SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, 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 Littleton, State of Colorado, on March 7, 2000. 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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Charles W. Ergen Chairman, March 7, 2000 - ------------------------ Chief Executive Officer and Charles W. Ergen Director (Principal Executive Officer) /s/ Steven B. Schaver Chief Financial Officer and March 7, 2000 - ------------------------ Chief Operating Officer Steven B. Schaver (Principal Financial and Accounting Officer) /s/ David K. Moskowitz Director March 7, 2000 - ------------------------ David K. Moskowitz * Director March 7, 2000 - ------------------------ James DeFranco * Director March 7, 2000 - ------------------------ O. Nolan Daines * Director March 7, 2000 - ------------------------ Raymond L. Friedlob * By: /s/ David K. Moskowitz ------------------------ David K. Moskowitz Attorney-in-Fact 4
SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Act of 1933, as amended, the Trustees of the Company's 401(k) Employees' Savings Plan have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Littleton, State of Colorado, on March 7, 2000. ECHOSTAR COMMUNICATIONS CORPORATION'S 401(k) EMPLOYEES' SAVINGS PLAN By: /s/ Charles W. Ergen ---------------------------- Charles W. Ergen Trustee By: /s/ Cantey M. Ergen ---------------------------- Cantey M. Ergen Trustee 5
EXHIBIT 5.1
EXHIBIT 5.1
ECHOSTAR COMMUNICATIONS CORPORATION
5701 SOUTH SANTA FE DRIVE
LITTLETON, COLORADO 80120
(303) 723-1600
(303) 723-1699 (Fax)
March 7, 2000
EchoStar Communications Corporation
5071 South Santa Fe Drive
Littleton, Colorado 80120
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 60,000 shares of the Company's Class A Common
Stock, par value of $0.01 per share (the "Common Shares"), issued or to be
issued under the Company's 401(k) Employees' Savings Plan (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,
ECHOSTAR COMMUNICATIONS CORPORATION
/s/ David K. Moskowitz
----------------------------
David K. Moskowitz
Senior Vice President, Corporate
Secretary and General Counsel
EXHIBIT 23.1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 28,
1995, included in EchoStar Communications Corporation's registration
statement on Form S-1 dated June 20, 1995 (Registration No. 33-91276), and
our report dated February 23, 1996, included in EchoStar Communications
Corporation's registration statement on Form S-4 dated December 20, 1996
(Registration No. 333-03584), and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 7, 2000.
EXHIBIT 24
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David K. Moskowitz as the true and
lawful attorney-in-fact and agent of the undersigned, with full power of
substitution and re-substitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to execute a Registration Statement
on Form S-8 with respect to an issuance by EchoStar Communications
Corporation, a Nevada corporation formed in April 1995 (the "Corporation") of
up to 60,000 shares of the Corporation's Class A Common Stock, par value of
$0.01 per share, pursuant to the Corporation's 401(k) Employees' Savings
Plan, and any and all amendments (including without limitation,
post-effective amendments) or supplements thereto and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
United States Securities and Exchange Commission, and hereby grants unto the
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith as fully as to all intents and purposes as the undersigned might or
could do in person, thereby ratifying and confirming all that the
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Power
Attorney has been signed by the following persons in the capacities and on
the date indicated.
Signature Title Date
- --------- ----- ----
/s/ James DeFranco Director March 7, 2000
- ------------------------
James DeFranco
/s/ O. Nolan Daines Director March 7, 2000
- ------------------------
O. Nolan Daines
/s/ Raymond L. Friedlob Director March 7, 2000
- ------------------------
Raymond L. Friedlob