SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/12/07 EchoStar Corp 10-12B/A 16:4.0M Bowne BDN/FA |
Document/Exhibit Description Pages Size 1: 10-12B/A Amendment to From 10-12(B) HTML 69K 2: EX-2.1 Form of Separation Agreement HTML 257K 3: EX-3.1 Articles of Incorporation HTML 64K 4: EX-3.2 Bylaws HTML 70K 5: EX-4.1 Specimen Class A Common Stock Certificate HTML 17K 6: EX-10.1 Form of Transition Services Agreement HTML 90K 7: EX-10.2 Form of Tax Sharing Agreement HTML 74K 11: EX-10.22 Form of 2008 Stock Incentive Plan HTML 59K 12: EX-10.23 Form of 2008 Employee Stock Purchase Plan HTML 52K 13: EX-10.24 Form of 2008 Nonemployee Director Stock Option HTML 29K Plan 14: EX-10.25 Form of Echostar Holding Corporation 2008 Class B HTML 39K CEO Stock Option Plan 8: EX-10.3 Form of Employee Matters Agremeent HTML 77K 9: EX-10.4 Form of Intellectual Property Matters Agreement HTML 109K 10: EX-10.5 Form of Management Services Agreement HTML 47K 15: EX-21 List of Subsidiaries HTML 12K 16: EX-99.1 Preliminary Information Statement Subject to HTML 2.07M Completition
e10v12bza |
Nevada | 26-1232727 | |
(State or Other Jurisdiction
of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
90 Inverness Circle E.
Englewood, Colorado |
80112 (Zip Code) |
|
(Address of Principal Executive Offices) |
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
Class A Common Stock, $0.001 par value per share | The NASDAQ Stock Market LLC |
Item |
||||
No.
|
Caption
|
Location in Information Statement
|
||
1.
|
Business | See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” | ||
1A.
|
Risk Factors | See “Summary,” “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” | ||
2.
|
Financial Information | See “Summary,” “Risk Factors,” “Selected Historical and Unaudited Pro Forma Combined and Adjusted Financial Data,” “Unaudited Pro Forma Combined and Adjusted Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
3.
|
Properties | See “Properties” | ||
4.
|
Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners and Management” | ||
5.
|
Directors and Executive Officers | See “Management” | ||
6.
|
Executive Compensation | See “Management” | ||
7.
|
Certain Relationships and Related Transactions, and Director Independence | See “Risk Factors,” “Management,” “Certain Relationships and Related Party Transactions” and “Certain Intercompany Agreements” | ||
8.
|
Legal Proceedings | See “Business — Legal Proceedings” | ||
9.
|
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “Summary,” “The Spin-Off” and “Description of Our Capital Stock” | ||
10.
|
Recent Sales of Unregistered Securities | None | ||
11.
|
Description of Registrant’s Securities to be Registered | See “Description of Our Capital Stock” | ||
12.
|
Indemnification of Directors and Officers | See “Management” and “Limitation of Liability and Indemnification Matters” | ||
13.
|
Financial Statements and Supplementary Data | See “Selected Historical and Unaudited Pro Forma Combined and Adjusted Financial Data,” “Unaudited Pro Forma Combined and Adjusted Financial Information,” and “Index to Financial Tables of EchoStar Holding Corporation,” “Index to Statement of Net Assets to be Contributed by EchoStar Communications Corporation,” and “Index to Financial Tables of Sling Media, Inc.” and the financial statements referenced therein | ||
14.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||
15.
|
Financial Statements and Exhibits | See “Index to Financial Tables of EchoStar Holding Corporation,” “Index to Statement of Net Assets to be Contributed by EchoStar Communications Corporation,” and “Index to Financial Tables of Sling Media, Inc.” and the financial statements referenced therein |
Exhibit |
||||
Number
|
Exhibit Description
|
|||
2 | .1 | Form of Separation Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
3 | .1 | Articles of Incorporation of EchoStar Holding Corporation | ||
3 | .2 | Bylaws of EchoStar Holding Corporation | ||
4 | .1 | Specimen Class A Common Stock Certificate of EchoStar Holding Corporation | ||
10 | .1 | Form of Transition Services Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
10 | .2 | Form of Tax Sharing Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
10 | .3 | Form of Employee Matters Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
10 | .4 | Form of Intellectual Property Matters Agreement between EchoStar Holding Corporation, EchoStar Acquisition L.L.C., Echosphere L.L.C., EchoStar DBS Corporation, EIC Spain SL, EchoStar Technologies Corporation and EchoStar Communications Corporation | ||
10 | .5 | Form of Management Services Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
10 | .6 | Manufacturing Agreement, dated as of March 22, 1995, between HTS and SCI Technology, Inc. (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 of Dish Ltd., Commission File No. 33-81234) | ||
10 | .7 | Agreement between HTS, EchoStar Satellite L.L.C., and ExpressVu Inc., dated January 8, 1997, as amended (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 1996, as amended, Commission File No. 0-26176) | ||
10 | .8 | Agreement to Form NagraStar L.L.C., dated as of June 23, 1998, by and between Kudelski S.A., EchoStar Communications Corporation and EchoStar Satellite L.L.C. (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 1998, Commission File No. 0-26176) | ||
10 | .9 | Satellite Service Agreement, dated as of March 21, 2003, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended March 31, 2003, Commission File No. 0-26176) | ||
10 | .10 | Amendment No. 1 to Satellite Service Agreement dated March 31, 2003 between SES Americom Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended September 30, 2003, Commission File No. 0-26176) |
Exhibit |
||||
Number
|
Exhibit Description
|
|||
10 | .11 | Satellite Service Agreement dated as of August 13, 2003 between SES Americom Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended September 30, 2003, Commission File No. 0-26176) | ||
10 | .12 | Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176) | ||
10 | .13 | Amendment No. 1 to Satellite Service Agreement, dated March 10, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176) | ||
10 | .14 | Amendment No. 3 to Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176) | ||
10 | .15 | Amendment No. 2 to Satellite Service Agreement, dated April 30, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended June 30, 2004, Commission File No. 0-26176) | ||
10 | .16 | Amendment No. 4 to Satellite Service Agreement, dated October 21, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 2004, Commission File No. 0-26176) | ||
10 | .17 | Amendment No. 3 to Satellite Service Agreement, dated November 19, 2004 between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 2004, Commission File No. 0-26176) | ||
10 | .18 | Amendment No. 5 to Satellite Service Agreement, dated November 19, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 2004, Commission File No. 0-26176) | ||
10 | .19 | Amendment No. 6 to Satellite Service Agreement, dated December 20, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 2004, Commission File No. 0-26176) | ||
10 | .20 | Amendment No. 4 to Satellite Service Agreement, dated April 6, 2005, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended June 30, 2005, Commission File No. 0-26176) | ||
10 | .21 | Amendment No. 5 to Satellite Service Agreement, dated June 20, 2005, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended June 30, 2005, Commission File No. 0-26176) | ||
10 | .22 | Form of EchoStar Holding Corporation 2008 Stock Incentive Plan† | ||
10 | .23 | Form of EchoStar Holding Corporation 2008 Employee Stock Purchase Plan† | ||
10 | .24 | Form of EchoStar Holding Corporation 2008 Nonemployee Director Stock Option Plan† | ||
10 | .25 | Form of EchoStar Holding Corporation 2008 Class B CEO Stock Option Plan | ||
21 | List of Subsidiaries of EchoStar Holding Corporation | |||
99 | .1 | Preliminary Information Statement of EchoStar Holding Corporation, subject to completion, dated December 12, 2007 |
† | Management contract or compensatory plan or arrangement |
By: |
/s/ Charles
W. Ergen
|
Exhibit |
||||
Number
|
Exhibit Description
|
|||
2 | .1 | Form of Separation Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
3 | .1 | Articles of Incorporation of EchoStar Holding Corporation | ||
3 | .2 | Bylaws of EchoStar Holding Corporation | ||
4 | .1 | Specimen Class A Common Stock Certificate of EchoStar Holding Corporation | ||
10 | .1 | Form of Transition Services Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
10 | .2 | Form of Tax Sharing Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
10 | .3 | Form of Employee Matters Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
10 | .4 | Form of Intellectual Property Matters Agreement between EchoStar Holding Corporation, EchoStar Acquisition LLC, Echosphere L.L.C., EchoStar DBS Corporation, EIC Spain SL, EchoStar Technologies Corporation and EchoStar Communications Corporation | ||
10 | .5 | Form of Management Services Agreement between EchoStar Holding Corporation and EchoStar Communications Corporation | ||
10 | .6 | Manufacturing Agreement, dated as of March 22, 1995, between HTS and SCI Technology, Inc. (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 of Dish Ltd., Commission File No. 33-81234) | ||
10 | .7 | Agreement between HTS, EchoStar Satellite L.L.C. and ExpressVu Inc., dated January 8, 1997, as amended (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 1996, as amended, Commission File No. 0-26176) | ||
10 | .8 | Agreement to Form NagraStar L.L.C., dated as of June 23, 1998, by and between Kudelski S.A., EchoStar Communications Corporation and EchoStar Satellite L.L.C. (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 1998, Commission File No. 0-26176) | ||
10 | .9 | Satellite Service Agreement, dated as of March 21, 2003, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended March 31, 2003, Commission File No. 0-26176) | ||
10 | .10 | Amendment No. 1 to Satellite Service Agreement dated March 31, 2003 between SES Americom Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended September 30, 2003, Commission File No. 0-26176) | ||
10 | .11 | Satellite Service Agreement dated as of August 13, 2003 between SES Americom Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended September 30, 2003, Commission File No. 0-26176) | ||
10 | .12 | Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176) | ||
10 | .13 | Amendment No. 1 to Satellite Service Agreement, dated March 10, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176) | ||
10 | .14 | Amendment No. 3 to Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176) |
Exhibit |
||||
Number
|
Exhibit Description
|
|||
10 | .15 | Amendment No. 2 to Satellite Service Agreement, dated April 30, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended June 30, 2004, Commission File No. 0-26176) | ||
10 | .16 | Amendment No. 4 to Satellite Service Agreement, dated October 21, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 2004, Commission File No. 0-26176) | ||
10 | .17 | Amendment No. 3 to Satellite Service Agreement, dated November 19, 2004 between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 2004, Commission File No. 0-26176) | ||
10 | .18 | Amendment No. 5 to Satellite Service Agreement, dated November 19, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 2004, Commission File No. 0-26176) | ||
10 | .19 | Amendment No. 6 to Satellite Service Agreement, dated December 20, 2004, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of EchoStar Communications Corporation for the year ended December 31, 2004, Commission File No. 0-26176) | ||
10 | .20 | Amendment No. 4 to Satellite Service Agreement, dated April 6, 2005, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended June 30, 2005, Commission File No. 0-26176) | ||
10 | .21 | Amendment No. 5 to Satellite Service Agreement, dated June 20, 2005, between SES Americom, Inc., EchoStar Satellite L.L.C. and EchoStar Communications Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar Communications Corporation for the quarter ended June 30, 2005, Commission File No. 0-26176) | ||
10 | .22 | Form of EchoStar Holding Corporation 2008 Stock Incentive Plan† | ||
10 | .23 | Form of EchoStar Holding Corporation 2008 Employee Stock Purchase Plan† | ||
10 | .24 | Form of EchoStar Holding Corporation 2008 Nonemployee Director Stock Option Plan† | ||
10 | .25 | Form of EchoStar Holding Corporation 2008 Class B CEO Stock Option Plan | ||
21 | List of Subsidiaries of EchoStar Holding Corporation | |||
99 | .1 | Preliminary Information Statement of EchoStar Holding Corporation, subject to completion, dated December 12, 2007 |
† | Management contract or compensatory plan or arrangement |
This ‘10-12B/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 12/12/07 | None on these Dates | ||
12/31/06 | ||||
12/31/05 | ||||
6/30/05 | ||||
6/20/05 | ||||
4/6/05 | ||||
12/31/04 | ||||
12/20/04 | ||||
11/19/04 | ||||
10/21/04 | ||||
6/30/04 | ||||
4/30/04 | ||||
3/31/04 | ||||
3/10/04 | ||||
2/19/04 | ||||
9/30/03 | ||||
8/13/03 | ||||
3/31/03 | ||||
3/21/03 | ||||
12/31/98 | ||||
6/23/98 | ||||
1/8/97 | ||||
12/31/96 | ||||
3/22/95 | ||||
List all Filings |