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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): September 7, 2005
ECHOSTAR COMMUNICATIONS 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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0-26176
(Commission File Number)
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88-0336997
(IRS Employer
Identification No.) |
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9601 S. MERIDIAN BLVD.
ENGLEWOOD, COLORADO
(Address of principal executive offices)
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80112
(Zip Code) |
(303) 723-1000
(Registrants telephone number, including area code)
ECHOSTAR DBS CORPORATION
(Exact name of registrant as specified in its charter)
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COLORADO
(State or other jurisdiction of
incorporation)
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333-31929
(Commission File Number)
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84-1328967
(IRS Employer
Identification No.) |
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9601 S. MERIDIAN BLVD.
ENGLEWOOD, COLORADO
(Address of principal executive offices)
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80112
(Zip Code) |
(303) 723-1000
(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))
TABLE OF CONTENTS
Item 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANTS EMPLOYEE BENEFIT PLANS
On September 7, 2005, EchoStar Communications Corporation (the Company) sent notice to
participants in its EchoStar Communications Corporation 401(k) Employee Savings Plan (the Plan)
informing them that the Plan is changing its record keeper. The notice stated that, as a result of
this change, participants in the Plan will not be able to request loans, withdrawals, or
distributions, or direct or diversify investments in their individual Plan accounts, during a
period that will begin on October 7, 2005 and is expected to end the week beginning October 30,
2005. This period is referred to as the Blackout Period.
On September 12, 2005, the Company sent notice to its directors and executive officers (the
Notice) informing them that during the Blackout Period, pursuant to Section 306(a) of the
Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commissions rules and regulations
promulgated thereunder, they would be prohibited from purchasing and selling certain shares of
Company common stock (including derivative securities pertaining to such shares) on the open market
or otherwise during the Blackout Period.
The Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company
provided such Notice to its directors and executive officers within five (5) business days of
September 7, 2005, which is the date the notices were mailed to Plan participants and the date that
the Company was notified by the Plan administrator of the Blackout Period.
During the Blackout Period and for a period of two years thereafter, a participant in the Plan, a
security holder or other interested person may obtain, without charge, information regarding the
Blackout Period, including the actual beginning and ending dates of the Blackout Period, by
contacting the Office of the General Counsel, 9601 South Meridian Boulevard, Englewood, CO 80112.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits:
Exhibit 99.1 Blackout Notice to EchoStar Communications Corporation Executive Officers and Directors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ECHOSTAR COMMUNICATIONS CORPORATION
ECHOSTAR DBS CORPORATION
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Date: September 12, 2005 |
By: |
/s/ David K. Moskowitz
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David K. Moskowitz |
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Executive Vice President, General Counsel and Secretary |
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2
EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Blackout Notice to EchoStar Communications Corporation Executive Officers and Directors |
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exv99w1
Exhibit 99.1
Blackout Notice to EchoStar Communications Corporation
Executive Officers and Directors
September 12, 2005
Dear [Recipient]:
This is an important notice concerning the transfer of the EchoStar Communications Corporation
401(k) Employee Savings Plan (the Plan) and the suspension of your rights to purchase, sell, or
otherwise acquire or transfer any EchoStar Communications Corporation Stock (Company Stock)
during the upcoming Plan blackout period (Blackout Period).
EchoStar
Communication Corporation (the Company) is transferring its Plan record keeper from Prudential
Retirement, Inc. to Fidelity Investments. As a result of this transfer, beginning October 7, 2005,
Plan participants and/or their beneficiaries will be temporarily suspended from directing or
diversifying investments in their individual accounts, obtaining a loan from the Plan, obtaining a
distribution from the Plan, or engaging in equity security transactions through their Plan
accounts.
Further,
in accordance with §306 of the Sarbanes-Oxley Act of 2002, all
Company directors and executive officers will be restricted from purchasing,
selling, or otherwise acquiring or transferring Company Stock during the Blackout Period. As an
executive officer and/or director you will be prohibited from purchasing, selling, or otherwise
acquiring or transferring any Company Stock during the Blackout Period.
The Blackout Period will begin at 4 p.m. Eastern time on October 7, 2005, and is expected to end
the week beginning Sunday October 30, 2005. Please be aware that this Blackout Period is separate
and distinct from other Company trading blackout period(s) to which you are still subject.
If you have any questions regarding the Blackout Period, including whether the Blackout Period has
begun or ended, you should contact either of the following people:
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David Moskowitz
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Brandon Ehrhart |
Executive
VP, General Counsel & Secretary
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Corporate Counsel |
EchoStar Communications Corporation
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EchoStar Communications Corporation |
9601 South Meridian Blvd
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9601 South Meridian Blvd |
Englewood,
CO 80112
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Englewood, CO 80112 |
(303) 723-1040
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(720) 514-5297 |
david.moskowitz@echostar.com
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brandon.ehrhart@echostar.com |