SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KCURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): Commission File Number:
April 12, 2002 0-27441XM SATELLITE RADIO HOLDINGS INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
1500 Eckington Place, N.E.
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 12, 2002, we filed a Prospectus Supplement with the Securities and
Exchange Commission (the "SEC") in connection with our proposed underwritten
public offering of up to 13,357,000 shares of our Class A common stock, par
value $.01 per share (the "Shares"). The underwriters have been granted an
option to purchase up to an additional 2,008,050 Shares to cover
over-allotments, if any. The Prospectus Supplement for the proposed offering of
Shares was filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as
amended (the "Securities Act"), as part of our universal shelf registration
statement on Form S-3 (Reg. No. 333-47570) originally filed with the SEC on
October 6, 2000, as amended by Amendment No. 1 thereto filed with the SEC on
October 25, 2000, and the Registration Statement filed pursuant to Rule 462(b)
of the Securities Act (Reg. No. 333-85804). We estimate that we will receive
approximately $146.2 million in net proceeds from the sale of the Shares, and $
168.2 million assuming full exercise of the underwriters' overallotment option,
after deducting underwriting discounts and commissions and the estimated
expenses of the Shares offering.
The proceeds from this proposed offering are expected to be sufficient in
the absence of additional financing to cover our estimated funding needs into
the latter half of the first quarter of 2003. Thereafter we will require
significant additional funds before we generate positive cash flow.
Approximately 25,741,562 shares of our Class A common stock and 10,786,504
shares of our Series A convertible preferred stock are subject to lock-up
agreements that expire ninety days after the date of the Prospectus Supplement.
The shares released from these lock-up restrictions will be freely tradable,
subject to the provisions of Rule 144 or Rule 701 under the Securities Act. In
the event all or a significant portion of these stockholders elect to sell their
shares, the price of our stock could materially decline, irrespective of our
A copy of the Underwriting Agreement dated April 11, 2002 related to the
offering of the Shares between our company and the underwriters named therein is
filed as Exhibit 1.1 to this Current Report on Form 8-K.
Except for any historical information, the matters we discuss in this Form
8-K concerning our company contain forward-looking statements. Any statements in
this Form 8-K that are not statements of historical fact are intended to be, and
are, "forward-looking statements" under the safe harbor provided by Section
27(a) of the Securities Act of 1933. Without limitation, the words
similar expressions are intended to identify forward-looking statements. The
important factors discussed herein as well as factors identified in our filings
with the SEC and those presented elsewhere by management from time to time,
could cause actual results to differ materially from those indicated by the
forward-looking statements made in this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description
1.1Underwriting Agreement, dated as of April 11, 2002, between XM
Satellite Radio Holdings Inc. and Morgan Stanley & Co. Incorporated,
Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
First Boston Corporation and Deutsche Bank Securities Inc.
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of KPMG LLP.
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.
XM SATELLITE RADIO HOLDINGS INC.
Date: April 12, 2002 By: /s/ Joseph M. Titlebaum
Joseph M. Titlebaum
Senior Vice President, General Counsel and
Dates Referenced Herein and Documents Incorporated by Reference