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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/22/09 DISH Network Corp S-8 5/22/09 3:53K RR Donnelley |
Document/Exhibit Description Pages Size 1: S-8 Registration of Securities to be Offered to HTML 59K Employees Pursuant to an Employee Benefit Plan 2: EX-5.1 Opinion re: Legality HTML 9K 3: EX-23.2 Consent of Experts or Counsel HTML 8K
sv8 |
Nevada (State or Other Jurisdiction of Incorporation or organization) |
88-0336997 (I.R.S. Employer Identification No.) |
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Amount | Proposed Maximum | Proposed Maximum | Amount of | |||||||||||||||||||
Title of Securities | to be | Offering Price | Aggregate | Registration | ||||||||||||||||||
to be Registered(1) | Registered(1) | Per Share(2) | Offering Price(2) | Fee | ||||||||||||||||||
Class A Common Stock, par value $0.01 per share |
80,000,000 shares | $16.62 | $1,329,600,000 | $74,191.68 | ||||||||||||||||||
(1) | 80,000,000 shares of Class A Common Stock, par value $0.01 per share, of DISH Network Corporation, a Nevada corporation (“Shares”), are being registered hereunder. Such number of Shares represents the aggregate number of Shares issuable pursuant to the 2009 Stock Incentive Plan (the “Stock Plan”) of DISH Network Corporation (the “Registrant”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the amount registered hereunder includes an indeterminate number of Shares that may be issued in accordance with the provisions of the Stock Plan in connection with any anti-dilution provisions or in the event of any change in the outstanding Shares, including any stock split, stock dividend, recapitalization or other similar transactions. | |
(2) | The price is estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee and is $16.62, the average of the high and low prices of the Company’s common shares as reported by the NASDAQ Global Select Market on May 18, 2009. |
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(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; | ||
(iii) | 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; |
(A) | paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-8, and the |
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information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, 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 that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered that 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, each filing of the Registrant’s Annual Report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. |
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DISH NETWORK CORPORATION |
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By | /s/ R. Stanton Dodge | |||
Name: | R. Stanton Dodge | |||
Title: | Executive Vice President, General Counsel and Secretary | |||
Signature | Title | Date | ||
/s/ Charles W. Ergen
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | May 22, 2009 | ||
/s/ Robert E. Olson
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 22, 2009 | ||
/s/ James DeFranco
|
Director and Executive Vice President | May 22, 2009 | ||
/s/ David K. Moskowitz
|
Director and Senior Advisor | May 22, 2009 | ||
/s/ Carl E. Vogel
|
Director and Senior Advisor | May 22, 2009 | ||
/s/ Cantey Ergen
|
Director | May 22, 2009 | ||
/s/ Steven R. Goodbarn
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Director | May 22, 2009 | ||
/s/ Gary S. Howard
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Director | May 22, 2009 | ||
/s/ Tom A. Ortolf
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Director | May 22, 2009 |
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Exhibit | ||
Number | Description | |
4.1
|
Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1(a) on the Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 2003, Commission File No. 0-26176) as amended by the Certificate of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Annex 1 on the Definitive Information Statement on Schedule 14C filed on December 31, 2007, Commission File No. 0-26176). | |
4.2
|
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 on the Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2007, Commission File No. 0-26176). | |
4.3
|
DISH Network Corporation 2009 Stock Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2009). | |
5.1
|
Opinion of R. Stanton Dodge (opinion re: legality)* | |
23.1
|
Consent of R. Stanton Dodge (included in Exhibit 5.1 hereto)* | |
23.2
|
Consent of KPMG LLP* | |
24
|
Power of Attorney (set forth on the signature page of this Registration Statement)* |
* | Filed herewith. |
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This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 5/22/09 | 4 | ||
5/20/09 | 4 | |||
5/18/09 | 4 | |||
4/27/09 | 3, 8-K | |||
3/31/09 | 10-Q, 4, 8-K, DEF 14A, DEFA14A | |||
12/31/08 | 10-K, 4 | |||
12/31/07 | 10-K, 10-K/A, DEF 14C | |||
3/31/07 | 10-Q, 4 | |||
1/1/07 | ||||
6/30/03 | 10-Q, 4 | |||
6/20/95 | ||||
List all Filings |