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As filed with the United States Securities and Exchange Commission on March 30, 1998 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) 723-1601 (telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) This amount represents an 80,000 share increase in the number shares of the Company's Class A Common Stock authorized for issuance under the Company's 401(k) Employees' Savings Plan. (3) 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 30, 1998.
- ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of to be price offering registration securities to be registered registered per share price fee - ------------------------------------------------------------------------------------------- Class A Common Stock, 80,000 shares(1)(2) $22.25(3) $1,780,000.00 $525.10 par value $0.01 per share - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 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 80,000 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; Amendment No. 7 to the Company's Registration Statement on Form S-4 filed by the Company with the Commission on December 20, 1996, Registration No. 333-03584; and the Company's Registration Statement on Form S-8 filed by the Company with the Commission on March 7, 1997, Registration No. 333-22971, 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 30, 1998. 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 of the Board, March 30, 1998 - ----------------------- President and Charles W. Ergen Chief Executive Officer (Principal Executive Officer) /S/ STEVEN B. SCHAVER Chief Financial Officer and March 30, 1998 - ----------------------- Chief Operating Officer Steven B. Schaver (Principal Financial Officer) /S/ JOHN R. HAGER Treasurer and Controller March 30, 1998 - ----------------------- (Principal Accounting Officer) John R. Hager /s/ DAVID K. MOSKOWITZ Director March 30, 1998 - ----------------------- David K. Moskowitz * Director March 30, 1998 - ----------------------- James DeFranco * Director March 30, 1998 - ----------------------- O. Nolan Daines * Director March 30, 1998 - ----------------------- 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 30, 1998. ECHOSTAR COMMUNICATIONS CORPORATION'S 401(k) EMPLOYEES' SAVINGS PLAN By: /s/ CHARLES W.ERGEN ---------------------------------------- Charles W. Ergen Trustee By: /s/ M. CANTEY ERGEN ---------------------------------------- M. Cantey Ergen Trustee -5-
ECHOSTAR COMMUNICATIONS CORPORATION 5701 SOUTH SANTA FE DRIVE LITTLETON, COLORADO 80120 (303) 723-1000 (303) 723-1699 (Fax) March 30, 1998 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 80,000 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 DKM:es
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, and our report dated February 23, 1996, included in EchoStar Communications Corporation's registration statement on Form S-4 dated December 20, 1996, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Denver, Colorado, March 30, 1998.
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 80,000 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 30, 1998 - ------------------------------ James DeFranco /s/ O. NOLAN DAINES Director March 30, 1998 - ------------------------------ O. Nolan Daines /s/ RAYMOND L. FRIEDLOB Director March 30, 1998 - ------------------------------ Raymond L. Friedlob