UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 2000
Commission file number 0-24710
SIRIUS SATELLITE RADIO INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 52-1700207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NEW YORK 10020
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(Address of principal executive offices)
(Zip code)
212-584-5100
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No______
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK, $.001 PAR VALUE 41,880,932 SHARES
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(Class) (Outstanding as of May 10, 2000)
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
INDEX
Part I - Financial Information
Page
Consolidated Statements of Operations (unaudited) for the three 1
month periods ended March 31, 2000 and 1999 and for the
period May 17, 1990 (date of inception) to March 31, 2000
Consolidated Balance Sheets as of March 31, 2000 (unaudited) 2
and December 31, 1999
Consolidated Statements of Cash Flows (unaudited) for the three 3
month periods ended March 31, 2000 and 1999 and for the
period May 17, 1990 (date of inception) to March 31, 2000
Notes to Consolidated Financial Statements (unaudited) 4
Management's Discussion and Analysis of Financial Condition and 6
Results of Operations
Part II - Other Information 11
Signatures 12
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Cumulative for
the period
For the Three Months Ended March 31, May 17, 1990
------------------------------------------ (date of inception)
2000 1999 to March 31, 2000
----------- ------------ -------------------
Revenue $ -- $ -- $ --
Operating expenses:
Engineering design and development (16,898) (6,911) (56,448)
General and administrative (9,878) (4,964) (70,806)
Special charges -- -- (27,682)
-------- ------- --------
Total operating expenses (26,776) (11,875) (154,936)
-------- ------- --------
Other income (expense):
Interest and investment income 7,831 2,864 36,985
Interest expense (5,866) (1,433) (39,056)
-------- ------- --------
1,965 1,431 (2,071)
-------- ------- --------
Loss before income taxes (24,811) (10,444) (157,007)
Income taxes:
Federal -- -- (1,982)
State -- -- (313)
-------- ------- --------
Net loss (24,811) (10,444) (159,302)
-------- ------- --------
Preferred stock dividends (10,838) (7,330) (62,877)
Preferred stock deemed dividends (7,218) (2,256) (74,404)
Accretion of dividends in connection with the
issuance of warrants on preferred stock (894) (74) (7,698)
-------- -------- ---------
Net loss applicable to common stockholders $(43,761) $(20,104) $(304,281)
======== ======== =========
Net loss per share applicable to common
stockholders (basic and diluted) $ (1.35) $ (0.87)
======== ========
Weighted average common shares
outstanding (basic and diluted) 32,412 23,220
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
1
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
March 31, December 31,
2000 1999
---------------- -----------------
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 65,316 $ 81,809
Marketable securities, at market 419,108 317,810
Restricted investments, at amortized cost 68,338 67,454
Prepaid expense and other 757 741
---------- ----------
Total current assets 553,519 467,814
---------- ----------
Property and equipment, at cost:
Satellite construction in process 429,637 375,294
Launch construction in process 245,599 199,385
Broadcast studio equipment 16,834 15,731
Leasehold improvements 16,239 15,285
Technical equipment and other 22,374 18,653
---------- ----------
730,683 624,348
Less accumulated depreciation (1,224) (880)
---------- ----------
729,459 623,468
---------- ----------
Other assets:
FCC license 83,368 83,368
Debt issue costs, net 21,982 23,053
Deposits and other 9,010 8,909
---------- ----------
Total other assets 114,360 115,330
---------- ----------
Total assets $1,397,338 $1,206,612
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 37,008 $ 30,454
Satellite and launch construction payable 33,974 19,275
Short-term notes payable -- 114,075
---------- ----------
Total current liabilities 70,982 163,804
Long-term notes payable and accrued interest 497,710 488,835
Deferred satellite payments and accrued interest 56,515 55,140
Deferred income taxes 2,237 2,237
---------- ----------
Total liabilities 627,444 710,016
---------- ----------
Commitments and contingencies:
10 1/2% Series C Convertible Preferred Stock, no par value: 2,025,000 shares
authorized, 102,902 and 1,248,776 shares issued and outstanding at March
31, 2000 and December 31, 1999, respectively (liquidation preferences of
$10,290 and $124,878), at net carrying value including accrued dividends 12,704 149,285
9.2% Series A Junior Cumulative Convertible Preferred Stock, $.001 par
value: 4,300,000 shares authorized, 1,461,270 shares issued and
outstanding at March 31, 2000 and December 31, 1999 (liquidation
preference of $146,127), at net carrying value including accrued dividends 152,180 148,894
9.2% Series B Junior Cumulative Convertible Preferred Stock, $.001 par
value: 2,100,000 shares authorized, 655,406 shares issued and outstanding
at March 31, 2000 and December 31, 1999 (liquidation preference of $65,541),
at net carrying value including accrued dividends 65,767 64,238
9.2% Series D Junior Cumulative Convertible Preferred Stock, $.001 par
value: 10,700,000 shares authorized 2,000,000 shares issued and
outstanding at March 31, 2000 (liquidation preference of $200,000), at
net carrying value including accrued dividends 195,626 --
Stockholders' equity:
Preferred stock, $.001 par value: 50,000,000 shares authorized
8,000,000 shares designated as 5% Delayed Convertible Preferred Stock;
none issued or outstanding -- --
Common Stock, $.001 par value: 200,000,000 shares authorized,
39,079,936 and 28,721,041 shares issued and outstanding at March 31, 2000
and December 31, 1999, respectively 39 29
Additional paid-in capital 502,880 268,641
Deficit accumulated during the development stage (159,302) (134,491)
---------- ----------
Total stockholders' equity 343,617 134,179
---------- ----------
Total liabilities and stockholders' equity $1,397,338 $1,206,612
========== ==========
The accompanying notes are an integral part of these consolidated
financial statements.
2
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Cumulative for
the period
For the Three Months Ended March 31, May 17, 1990
-------------------------------------- (date of inception)
2000 1999 to March 31, 2000
---------------- ------------------ ------------------
Cash flows from development stage activities:
Net loss $ (24,811) $ (10,444) $ (159,302)
Adjustments to reconcile net loss to net cash provided by
(used in) development stage activities:
Depreciation expense 471 17 1,635
Unrealized loss on marketable securities (448) (146) (4,330)
Loss on disposal of assets 249 -- 364
Special charges -- -- 25,557
Accretion of note payable charged as interest expense 19,517 8,950 103,582
Sales (purchases) of marketable securities and restricted
investments, net (100,850) 14,846 (482,219)
Compensation expense in connection with
issuance of Common Stock and stock options 1,730 152 6,272
Expense incurred in connection with induced conversion
of debt -- -- 1,776
Increase (decrease) in cash and cash equivalents resulting from
changes in assets and liabilities:
Prepaid expense and other 13 (566) (728)
Due to related party -- -- 351
Other assets 160 1,130 (5,896)
Accounts payable and accrued expenses (3,942) 645 5,629
Deferred taxes -- -- 2,237
--------- -------- --------
Net cash provided by (used in) development stage activities (107,911) 14,584 (505,072)
--------- -------- --------
Cash flows from investing activities:
Purchase of FCC license -- -- (83,368)
Payments for satellite construction (38,269) (29,236) (355,148)
Payments for launch services (46,214) (19,705) (251,862)
Other capital expenditures (6,403) (17,419) (59,436)
Acquisition of Sky-Highway Radio Corp. -- -- (2,000)
--------- --------- --------
Net cash used in investing activities (90,886) (66,360) (751,814)
--------- --------- --------
Cash flows from financing activities:
Proceeds from issuance of notes payable 1,882 8,951 253,144
Proceeds from issuance of Common Stock, net 100,010 -- 361,790
Proceeds from issuance of preferred stock, net 192,450 -- 505,418
Proceeds from exercise of stock options and warrants 3,919 129 10,502
Proceeds from issuance of promissory notes
and units, net -- -- 306,535
Proceeds from issuance of promissory notes to
related parties -- -- 2,965
Repayment of promissory notes -- -- (2,635)
Repayment of notes payable (115,957) -- (115,957)
Loan from officer -- -- 440
--------- --------- --------
Net cash provided by financing activities 182,304 9,080 1,322,202
--------- --------- --------
Net increase (decrease) in cash and cash equivalents (16,493) (42,696) 65,316
Cash and cash equivalents at the beginning of period 81,809 204,753 --
--------- --------- --------
Cash and cash equivalents at the end of period $ 65,316 $ 162,057 $ 65,316
========= ========= ========
The accompanying notes are an integral part of these consolidated
financial statements.
3
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)
(UNAUDITED)
GENERAL
The accompanying consolidated financial statements and the notes
thereto do not include all of the information and disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
only of normal, recurring adjustments) considered necessary to fairly state our
consolidated financial position and consolidated results of operations have been
included. These financial statements should be read in connection with our
consolidated financial statements and the notes thereto for the fiscal year
ended December 31, 1999 included in our Annual Report on Form 10-K as filed with
the Securities and Exchange Commission.
NET LOSS PER SHARE
Basic loss per share is based on the weighted average number of
outstanding shares of our Common Stock. Diluted loss per share adjusts the
weighted average for the potential dilution that could occur if common stock
equivalents (i.e. convertible stock, convertible debt, warrants and stock
options) were exercised or converted into Common Stock. As of March 31, 2000 and
1999, approximately 28,892,000 and 14,234,000 common stock equivalents were
outstanding, respectively, and were excluded from the calculation of diluted
loss per share as they were antidilutive.
MARKETABLE SECURITIES
Marketable securities consist of fixed income securities and are stated
at market value. Marketable securities are defined as trading securities under
the provision of SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS No. 115"), and unrealized holding gains and losses are
reflected in earnings. Unrealized holding gains were $4,330 and $3,882 at March
31, 2000 and December 31, 1999, respectively.
RESTRICTED INVESTMENTS
Restricted investments consist of fixed income securities and are
stated at amortized cost plus accrued interest. Restricted investments are
defined as held-to-maturity securities under the provision of SFAS No. 115 and
unrealized holding gains and losses are not reflected in earnings. Unrealized
holding losses were $765 and $716 at March 31, 2000 and December 31, 1999,
respectively. The securities included in restricted investments are restricted
to provide for the payment of interest due on our 14 1/2% Senior Secured Notes
due 2009 through May 15, 2002.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and include interest on
funds borrowed to finance construction. Capitalized interest was $90,328 and
$72,810 at March 31, 2000 and December 31, 1999, respectively.
4
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)
(UNAUDITED)
SHORT-TERM NOTES PAYABLE
We entered into a credit agreement with Bank of America and other
lenders in July 1998 under which Bank of America and other lenders agreed to
provide us a term loan facility of up to $115,000. The proceeds of this facility
were used to fund progress payments for the purchase of launch services and to
pay interest, fees and other related expenses. On February 29, 2000, we repaid
these loans and cancelled the related credit agreement.
DEFERRED SATELLITE PAYMENTS
Under an amended and restated contract (the "Loral Satellite Contract")
with Space Systems/Loral, Inc. ("Loral"), Loral has agreed to defer certain
amounts due under the Loral Satellite Contract. The amounts deferred bear
interest at 10% per year and are due in quarterly installments beginning in June
2002. We have the right to prepay any deferred payments together with accrued
interest, without penalty.
ENGINEERING DESIGN AND DEVELOPMENT COSTS
We have entered into an agreement with Lucent Technologies, Inc.
("Lucent") pursuant to which Lucent has agreed to use commercially reasonable
efforts to deliver integrated circuits ("chip sets"), which will be used in
consumer electronic devices capable of receiving our broadcasts. In addition, we
have entered into agreements with various equipment manufacturers, including
Alpine Electronics Inc., Audiovox Corporation, Clarion Co., Ltd., Delphi Delco
Electronics Systems, Kenwood Corporation, Matsushita Communication Industrial
Corporation of USA, Recoton Corporation, Sanyo Electronic Co. Ltd., and Visteon
Automotive Systems, an enterprise of Ford Motor Company, to design and develop
equipment that will be used to receive our broadcasts. Pursuant to these
agreements, we have agreed to pay certain development costs. We record expenses
under these contracts as the work is performed. Total expenses related to these
agreements were $13,903 and $38,534 for the three months ended March 31, 2000
and the period May 17, 1990 (date of inception) to March 31, 2000, respectively.
RECLASSIFICATIONS
Certain amounts in the prior period's financial statements have been
reclassified to conform to the current period presentation.
5
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, UNLESS OTHERWISE STATED)
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following cautionary statements identify important factors that
could cause our actual results to differ materially from those projected in
forward-looking statements made in this Quarterly Report on Form 10-Q and in
other reports and documents published by us from time to time. Any statements
about our expectations, beliefs, plans, objectives, assumptions, future events
or performance are not historical facts and may be "forward-looking" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are often, but not always, made through the use of words or phrases such as
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "intends," "plans," "projection" and "outlook." Accordingly, these
statements involve estimates, assumptions and uncertainties that could cause our
actual results to differ materially from those expressed in the forward-looking
statements. Any forward-looking statements are qualified in their entirety by
reference to other factors discussed throughout our Annual Report on Form 10-K
for the year ended December 31, 1999 (the "1999 Form 10-K"), and particularly
the risk factors set forth under the caption "Business--Risk Factors" in Part I
of the 1999 Form 10-K. Among the significant factors that have a direct bearing
on our results of operations are:
-- unavailability of receivers and antennas and our dependence upon third
parties to design, develop, manufacture and distribute receivers and
antennas;
-- our dependence on Loral for construction and launch of our satellites;
-- the potential risk of delay in implementing our business plan;
-- risk of launch failure;
-- unproven market for our service and unproven applications of
technology; and
-- our need for additional financing.
Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us or on our behalf, you should not place undue reliance on
any such forward-looking statements. Further, any forward-looking statements
speak only as of the date on which such statement is made, and we undertake no
obligation to update any forward-looking statement or statements to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events. New factors emerge from time to
time, and it is not possible for us to predict which will arise. In addition, we
cannot assess the impact of each such factor on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
6
OVERVIEW
Sirius Satellite Radio Inc. ("Sirius Radio") was organized in May 1990
and is in its development stage. Our principal activities to date have included
developing our technology, obtaining regulatory approval for our service,
commencing the construction of four satellites, constructing our production and
broadcast facility, acquiring content for our programming, developing our
terrestrial repeater system, arranging for the design and development of
receivers, strategic planning, market research, recruiting our management team
and securing financing for capital expenditures and working capital. We will
require funds for working capital, interest on borrowings, acquisition of
programming, financing costs and operating expenses until some time after we
commence operations. We cannot assure you that we will ever commence operations,
that we will attain any particular level of revenues or that we will achieve
profitability.
Upon commencing operations, we expect our primary source of revenues to
be subscription fees. We currently anticipate that our subscription fee will be
$9.95 per month, with a one time activation fee per subscriber. In addition, we
expect to derive revenues from directly selling or bartering advertising on our
non-music channels. We do not expect to recognize revenues from operations until
the first quarter of 2001, at the earliest. We do not intend to manufacture the
receivers necessary to receive our service and thus we will not receive any
revenues from their sale.
We expect that the operating expenses associated with our service will
consist primarily of marketing, sales, programming, maintenance of our satellite
and broadcasting system and general and administrative costs. Costs to acquire
programming are expected to include payments to build and maintain an extensive
music library and royalty payments for broadcasting music (which are likely to
be calculated based on a percentage of revenues). As of May 10, 2000, we had 107
employees. By commencement of operations, we expect to have approximately 250
employees.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH THREE MONTHS ENDED
MARCH 31, 1999
We recorded net losses of $24,811 and $10,444 for the three months
ended March 31, 2000 and 1999, respectively. Our total operating expenses were
$26,776 and $11,875 for the three months ended March 31, 2000 and 1999,
respectively.
Engineering design and development costs were $16,898 and $6,911 for
the three months ended March 31, 2000 and 1999, respectively. Engineering costs
incurred in the 2000 quarter and the 1999 quarter represented primarily payments
to Lucent in connection with our chip set development effort and payments to
consumer electronic manufacturers in connection with our receiver development
efforts. The increase in these costs in the 2000 quarter resulted primarily from
the increased activity in the receiver development effort as we prepare to
launch our service.
General and administrative expenses increased for the three months
ended March 31, 2000 to $9,878 from $4,964 for the three months ended March 31,
1999. General and administrative expenses increased due to the occupancy of our
National Broadcast Studio and the growth of our management team and workforce.
The major components of general and administrative expenses in the 2000 quarter
were salaries and employment related costs (46%) and rent and occupancy costs
(15%), while in the 1999 quarter the major components were salaries and
employment related costs (28%) and rent and occupancy costs (30%). The remaining
portion of general and administrative expenses (39% in the 2000 quarter and 42%
in the 1999 quarter) consisted of other costs such as legal and regulatory,
insurance, marketing, consulting, travel, depreciation and supplies, with only
marketing expenses (13%) exceeding 10% of the total in the 2000 quarter and only
legal and regulatory expenses (15%) exceeding 10% of the total in the 1999
quarter.
7
The increase in interest and investment income to $7,831 for the three
months ended March 31, 2000 from $2,864 for the three months ended March 31,
1999 was the result of higher average balances of cash, marketable securities
and restricted investments during the 2000 quarter. The higher average balances
of cash, marketable securities and restricted investments during the 2000
quarter were due to the proceeds from financing activities in 1999 and the first
quarter of 2000, including the issuance of our 14 1/2% Senior Secured Notes due
2009, 8 3/4% Convertible Subordinated Notes due 2009, 9.2% Series B Junior
Cumulative Convertible Preferred Stock, 9.2% Series D Junior Cumulative
Convertible Preferred Stock and 2,290,322 shares of Common Stock.
Interest expense, net of capitalized interest, was $5,866 for the three
months ended March 31, 2000 and $1,433 for the three months ended March 31,
1999. This increase in net interest expense was due to interest expense
increasing by an amount ($11,824) greater than the corresponding increase in
capitalized interest ($7,391). The increase in interest expense for the 2000
quarter was due to interest accruing on our 14 1/2% Senior Secured Notes due
2009 issued in May 1999 and our 8 3/4% Convertible Subordinated Notes due 2009
issued in September and October 1999.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, we had cash, cash equivalents, marketable securities
and restricted investments totaling $552,762 and working capital of $482,537
compared with cash, cash equivalents and marketable securities totaling $467,073
and working capital of $304,010 at December 31, 1999. These increases reflect
the proceeds from the issuance of (1) our 9.2% Series D Cumulative Convertible
Preferred Stock to certain affiliates of The Blackstone Group, L.P. on January
31, 2000 for net proceeds of approximately $192,000 and (2) our Common Stock to
DaimlerChrysler Corporation for net proceeds of approximately $100,000.
FUNDING REQUIREMENTS
We believe we can fund our planned operations, including the
construction of our broadcast system, into the third quarter of 2001 from our
existing working capital. In addition, we anticipate cash requirements of
approximately $120,000 to fund our operations through the first full year of
commercial operations and expect to require additional funds until our revenues
grow substantially.
To build and launch the satellites necessary to transmit Sirius Radio
we entered into the Loral Satellite Contract. The Loral Satellite Contract
provides for Loral to construct, launch and deliver three satellites in-orbit
and checked-out, to construct for us a fourth satellite for use as a ground
spare and to provide satellite launch services. We are committed to make
aggregate payments of approximately $745,040 under the Loral Satellite Contract,
which includes $15,000 of long-lead time parts for a fifth satellite and $3,400
for integration analysis of the viability of using the Sea Launch platform as an
alternative launch vehicle for our satellites. As of March 31, 2000, $504,164 of
this obligation had been satisfied. Under the Loral Satellite Contract, with the
exception of a payment made to Loral in March 1993, payments are made in
installments that commenced in April 1997 and will end in December 2003.
Approximately half of all payments under the Loral Satellite Contract are
contingent upon Loral meeting specified milestones in the construction of our
satellites.
We also will require funds for working capital, interest on borrowings,
acquisition of programming, financing costs and operating expenses until some
time after we commence operations. We expect our interest expense will increase
significantly when compared to our 1999 interest expense as a result of the
issuance of our 14 1/2% Senior Secured Notes due 2009 in May 1999 and our 8 3/4%
Convertible Subordinated Notes due 2009 in September and October 1999. A portion
of the net proceeds of the issuance of our 14 1/2% Senior Secured Notes due 2009
was used to purchase a portfolio of U.S. government securities in an amount
sufficient to pay interest on these notes through May 15, 2002.
8
The amount and timing of our actual cash requirements will depend upon
numerous factors including costs associated with the construction and deployment
of our satellite system and terrestrial repeater network, costs associated with
the design and development of chip sets and receivers, the rate of growth of our
business after commencing service, costs of financing and the possibility of
unanticipated costs. We will require additional funds if there are delays, cost
overruns, unanticipated expenses, launch failures, satellite system or launch
services change orders or any shortfalls in estimated levels of operating cash
flow.
SOURCES OF FUNDING
To date, we have funded our capital needs through the issuance of debt
and equity securities. As of March 31, 2000 we had received a total of
approximately $874,000 in equity capital as a result of the following
transactions: (1) the sale of shares of our Common Stock prior to the issuance
of our FCC license (net proceeds of approximately $22,000); (2) the sale of
5,400,000 shares of 5% Delayed Convertible Preferred Stock (net proceeds of
approximately $121,000) in April 1997 (in November 1997, we exchanged 1,846,799
shares of our 10 1/2% Series C Convertible Preferred Stock for all the
outstanding shares of 5% Delayed Convertible Preferred Stock); (3) the sale of
4,955,488 shares of our Common Stock (net proceeds of approximately $71,000) in
1997; (4) the sale of 5,000,000 shares of our Common Stock to Prime 66 Partners,
L.P. (net proceeds of approximately $98,000) in November 1998; (5) the sale of
1,350,000 shares of our 9.2% Series A Junior Cumulative Convertible Preferred
Stock to the Apollo Investment Fund IV, L.P., a Delaware limited partnership,
and Apollo Overseas Partners IV, L.P., a Cayman Islands limited partnership
(collectively, the "Apollo Investors") (net proceeds of approximately $129,000)
in December 1998; (6) the sale of 650,000 shares of our 9.2% Series B Junior
Cumulative Convertible Preferred Stock to Apollo Investors (net proceeds of
approximately $63,000) in November 1999; (7) the sale of 3,000,000 shares of our
Common Stock in an underwritten public offering (net proceeds of approximately
$68,000) in September 1999, and an additional 450,000 shares of our Common Stock
in connection with the exercise of the underwriters' over-allotment option (net
proceeds of approximately $10,000) in October 1999; (8) the sale of 2,000,000
shares of our 9.2% Series D Junior Cumulative Convertible Preferred Stock to
certain affiliates of The Blackstone Group, L.P. (net proceeds of approximately
$192,000) in February 2000; and (9) the sale of 2,290,322 shares of our Common
Stock to DaimlerChrysler Corporation (net proceeds of approximately $100,000) in
February 2000.
In September 1999, we issued $125,000 aggregate principal amount of our
8 3/4% Convertible Subordinated Notes due 2009 in an underwritten public
offering (net proceeds of approximately $119,000). In October 1999, we issued an
additional $18,750 aggregate principal amount of our 8 3/4% Convertible
Subordinated Notes due 2009 to the underwriters of this convertible notes
offering in connection with their over-allotment option (net proceeds of
approximately $18,000). In May 1999, we received net proceeds of approximately
$190,000 from the issuance of 200,000 units, each consisting of $1 aggregate
principal amount of our 14 1/2% Senior Secured Notes due 2009 and three
warrants, each to purchase 3.947 shares of our Common Stock as of March 31,
2000. We invested approximately $79,300 of these net proceeds in a portfolio
of U.S. government securities, which we pledged as security for payment in full
of interest on the 14 1/2% Senior Secured Notes due 2009 through May 15, 2002.
In November 1997, we received net proceeds of $116,000 from the issuance of
12,910 units, each consisting of $20 aggregate principal amount at maturity
of our 15% Senior Secured Discount Notes due 2007 and a warrant to purchase
additional 15% Senior Secured Discount Notes due 2007 with an aggregate
principal amount at maturity of $3. All of these warrants were exercised in
1997. The aggregate value at maturity of our 15% Senior Secured Discount Notes
due 2007 is approximately $297,000. Our 15% Senior Secured Discount Notes due
2007 mature on December 1, 2007 and the first cash interest payment is due in
June 2003. The indentures governing our 14 1/2% Senior Secured Notes due
2009 and our 15% Senior Secured Discount Notes due 2007 contain limitations
on our ability to incur additional indebtedness and are secured by a pledge of
the stock of Satellite CD Radio Inc., our subsidiary that holds our FCC license.
9
In July 1998, we entered into a term loan agreement with a group of
financial institutions pursuant to which these lenders provided us $115,000 of
term loans. The proceeds of these loans were used to fund a portion of the
progress payments required to be made by us under the Loral Satellite Contract
for the purchase of launch services and to pay interest, fees and other expenses
related to these loans. On February 29, 2000, we repaid these loans and
cancelled the related credit agreement.
Loral has deferred a total of $50,000 of the payments under the Loral
Satellite Contract originally scheduled for payment in 1999. These deferred
amounts bear interest at 10% per annum and all interest on these deferred
amounts will accrue until December 2001, at which time interest will be payable
quarterly in cash. The principal amounts of the deferred payments under the
Loral Satellite Contract are required to be paid in six installments between
June 2002 and December 2003. As collateral security for these deferred payments,
we have granted Loral a security interest in our terrestrial repeater network.
If there is a satellite or launch failure, we will be required to pay Loral the
deferred amount related to the affected satellite no later than 120 days after
the date of the failure. If we elect to put one of our first three satellites
into ground storage, rather than having it shipped to the launch site, the
deferred amount related to that satellite will become due within 60 days of this
election.
Shares of our 9.2% Series A Junior Cumulative Convertible Preferred
Stock and 9.2% Series B Junior Cumulative Convertible Preferred Stock are
convertible into shares of our Common Stock at a price of $30.00 per share. The
9.2% Series A Junior Cumulative Convertible Preferred Stock and 9.2% Series B
Junior Cumulative Convertible Preferred Stock are callable by us beginning
November 15, 2001 at a price of 100% if the current market price, as defined in
the Certificate of Designation of the 9.2% Series A Junior Cumulative
Convertible Preferred Stock and 9.2% Series B Junior Cumulative Convertible
Preferred Stock, of our Common Stock exceeds $60.00 per share for a period of
20 consecutive trading days, will be callable in all events beginning November
15, 2003 at a price of 100% and must be redeemed by us on November 15, 2011.
Dividends on our 9.2% Series A Junior Cumulative Convertible Preferred Stock
and 9.2% Series B Junior Cumulative Convertible Preferred Stock are payable in
kind or in cash annually, at our option. Holders of our 9.2% Series A Junior
Cumulative Convertible Preferred Stock and 9.2% Series B Junior Cumulative
Convertible Preferred Stock have the right to vote, on an as-converted basis,
on matters in which the holders of our Common Stock have the right to vote.
Shares of our 9.2% Series D Junior Cumulative Convertible Preferred
Stock are convertible into shares of our Common Stock at a price of $34.00 per
share. The 9.2% Series D Junior Cumulative Convertible Preferred Stock is
callable by us beginning December 23, 2002 at a price of 100% if the current
market price, as defined in the Certificate of Designation of the 9.2% Series D
Junior Cumulative Convertible Preferred Stock, of our Common Stock exceeds
$68.00 per share for a period of 20 consecutive trading days, will be callable
in all events beginning December 23, 2004 at a price of 100% and must be
redeemed by us on November 15, 2011. Dividends on our 9.2% Series D Junior
Cumulative Convertible Preferred Stock are payable in kind or in cash annually,
at our option. Holders of our 9.2% Series D Junior Cumulative Convertible
Preferred Stock have the right to vote, on an as-converted basis, on matters
in which the holders of our Common Stock have the right to vote.
On March 3, 2000, we notified the holders of our 10 1/2% Series C
Convertible Preferred Stock and the holders of all outstanding warrants to
purchase shares of such 10 1/2% Series C Convertible Preferred Stock that on
April 12, 2000 we would redeem these securities. As of April 12, 2000, all of
the shares of our 10 1/2% Series C Convertible Preferred Stock and all of the
outstanding warrants to purchase shares of such 10 1/2% Series C Convertible
Preferred Stock were converted into shares of our Common Stock.
10
PART II
OTHER INFORMATION
(Dollar amounts in thousands)
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On January 31, 2000, we sold 2,000,000 shares of our 9.2%
Series D Junior Cumulative Convertible Preferred Stock to Blackstone
Capital Partners III Merchant Banking Fund L.P. and certain related
parties for an aggregate purchase price of $200,000. In connection
with the sale of our 9.2% Series D Junior Cumulative Convertible
Preferred Stock, we paid an aggregate of $8,000 in fees to an
investment banking firm.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
See Exhibit Index attached hereto.
(b) Reports on Form 8-K:
On January 28, 2000, we filed a Current Report on Form 8-K
to report that we had entered into an agreement with DaimlerChrysler
Corporation pursuant to which DaimlerChrysler Corporation would
purchase 2,290,322 shares of our Common Stock for an aggregate
purchase price of approximately $100,000.
11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SIRIUS SATELLITE RADIO INC.
By: /s/ Edward Weber, Jr.
--------------------------
Edward Weber, Jr.
Vice President and Controller
(Principal Accounting Officer)
May 15, 2000
12
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
3.1.1 Certificate of Amendment, dated June 16, 1997, to the Company's
Certificate of Incorporation and the Company's Amended and Restated
Certificate of Incorporation, dated January 31, 1994 (incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999).
3.1.2 Certificate of Ownership and Merger merging Sirius Satellite Radio
Inc. into CD Radio Inc. dated November 18, 1999 (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-8 (File No. 333-31362)).
3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-1 (File No.
33-74782) (the "S-1 Registration Statement")).
3.3 Certificate of Designations of 5% Delayed Convertible Preferred Stock
(incorporated by reference to Exhibit 10.24 to the Company's Annual
Report on Form 10-K/A for the year ended December 31, 1996 (the "1996
Form 10-K")).
3.4 Form of Certificate of Designations of Series B Preferred Stock
(incorporated by reference to Exhibit A to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed on October 30, 1997 (the
"Form 8-A")).
3.5.1 Form of Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of 10 1/2% Series C
Convertible Preferred Stock (the "Series C Certificate of
Designations") (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-4 (File No. 333-34761)).
3.5.2 Certificate of Correction to Series C Certificate of Designations
(incorporated by reference to Exhibit 3.5.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (the "1997
Form 10-K")).
3.5.3 Certificate of Increase of 10 1/2% Series C Convertible Preferred
Stock (incorporated by reference to Exhibit 3.5.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998).
3.6 Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of the Company's 9.2% Series A
Junior Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 3.6 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999).
3.7 Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of the Company's 9.2% Series B
Junior Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 3.7 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999).
EXHIBIT DESCRIPTION
- ------- -----------
3.8 Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of the Company's 9.2% Series D
Junior Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 99.2 to the Company's Current Report on Form 8-K
filed on December 29, 1999).
4.1 Form of Certificate for shares of Common Stock (incorporated by
reference to Exhibit 4.3 to the S-1 Registration Statement).
4.2 Form of Certificate for shares of 10 1/2% Series C Convertible
Preferred Stock (incorporated by reference to Exhibit 4.4 to the
Company's Registration Statement on Form S-4 (File No. 333-34761)).
4.3 Form of Certificate for shares of 9.2% Series A Junior Cumulative
Convertible Preferred Stock (incorporated by reference to Exhibit
4.10.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998 Form 10-K")).
4.4 Form of Certificate for shares of 9.2% Series B Junior Cumulative
Convertible Preferred Stock (incorporated by reference to Exhibit
4.10.2 to the 1998 Form 10-K).
4.5 Form of Certificate for shares of 9.2% Series D Junior Cumulative
Convertible Preferred Stock (incorporated by reference to Exhibit 4.5
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 (1999 Form 10-K).
4.6.1 Rights Agreement, dated as of October 22, 1997 (the "Rights
Agreement"), between the Company and Continental Stock Transfer &
Trust Company, as rights agent (incorporated by reference to Exhibit 1
to the Form 8-A).
4.6.2 Form of Right Certificate (incorporated by reference to Exhibit B to
Exhibit 1 to the Form 8-A).
4.6.3 Amendment to the Rights Agreement dated as of October 13, 1998
(incorporated by reference to Exhibit 99.2 to the Company's Current
Report on Form 8-K dated October 13, 1998).
4.6.4 Amendment to the Rights Agreement dated as of November 13, 1998
(incorporated by reference to Exhibit 99.7 to the Company's Current
Report on Form 8-K dated November 17, 1998).
4.6.5 Amended and Restated Amendment to the Rights Agreement dated as of
December 22, 1998 (incorporated by reference to Exhibit 6 to the
Amendment No. 1 to the Form 8-A filed on January 6, 1999).
4.6.6 Amendment to the Rights Agreement dated as of June 11, 1999
(incorporated by reference to Exhibit 4.1.8 to the Company's
Registration Statement on Form S-4 (File No. 333-82303) filed on July
2, 1999 (the "1999 Units Registration Statement")).
2
EXHIBIT DESCRIPTION
- ------- -----------
4.6.7 Amendment to the Rights Agreement dated as of September 29, 1999
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on October 13, 1999).
4.6.8 Amendment to the Rights Agreement dated as of December 23, 1999
(incorporated by reference to Exhibit 99.4 to the Company's Current
Report on Form 8-K filed on December 29, 1999).
4.6.9 Amendment to the Rights Agreement dated as of January 28, 2000
(incorporated by reference to Exhibit 4.6.9 to the 1999 Form 10-K).
4.7 Indenture, dated as of November 26, 1997, between the Company and IBJ
Schroder Bank & Trust Company, as trustee, relating to the Company's
15% Senior Secured Notes due 2007 (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File
No. 333-34769) (the "1997 Units Registration Statement")).
4.8 Form of 15% Senior Secured Note due 2007 (incorporated by reference to
Exhibit 4.2 to the 1997 Units Registration Statement).
4.9 Warrant Agreement, dated as of November 26, 1997, between the Company
and IBJ Schroder Bank & Trust Company, as warrant agent (incorporated
by reference to Exhibit 4.3 to the 1997 Units Registration Statement).
4.10 Form of Warrant (incorporated by reference to Exhibit 4.4 to the 1997
Units Registration Statement).
4.11 Form of Preferred Stock Warrant Agreement, dated as of April 9, 1997,
between the Company and each warrantholder thereof (incorporated by
reference to Exhibit 4.12 to the 1997 Form 10-K).
4.12 Form of Common Stock Purchase Warrant granted by the Company to
Everest Capital Master Fund, L.P. and to The Ravich Revocable Trust of
1989 (incorporated by reference to Exhibit 4.11 to the 1997 Form
10-K).
4.13 Indenture, dated as of May 15, 1999, between the Company and United
States Trust Company of New York, as trustee, relating to the
Company's 14 1/2% Senior Secured Notes due 2009 (incorporated by
reference to Exhibit 4.4.2 to the 1999 Units Registration Statement).
4.14 Form of 14 1/2% Senior Secured Notes due 2009 (incorporated by
reference to Exhibit 4.4.2 to the 1999 Units Registration Statement).
4.15 Indenture, dated as of September 29, 1999, between the Company and
United States Trust Company of Texas, N.A., relating to the Company's
8 3/4% Convertible Subordinated Notes due 2009 (incorporated by
reference to Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on October 13, 1999).
3
EXHIBIT DESCRIPTION
- ------- -----------
4.16 First Supplemental Indenture, dated as of September 29, 1999, between
the Company and United States Trust Company of Texas, N.A., relating
to the Company's 8 3/4% Convertible Subordinated Notes due 2009
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on October 1, 1999).
4.17 Form of 8 3/4% Convertible Subordinated Notes due 2009 (incorporated
by reference to Article VII of Exhibit 4.01 to the Company's Current
Report on Form 8-K filed on October 11, 1999).
4.18 Warrant Agreement, dated as of May 15, 1999, between the Company and
United States Trust Company of New York, as warrant agent
(incorporated by reference to Exhibit 4.4.4 to the 1999 Units
Registration Statement).
4.19 Amended and Restated Pledge Agreement, dated as of May 15, 1999, among
the Company, as pledgor, IBJ Whitehall Bank & Trust Company, as
trustee, United States Trust Company of New York, as trustee, and IBJ
Whitehall Bank & Trust Company, as collateral agent (incorporated by
reference to Exhibit 4.4.5 to the 1999 Units Registration Statement).
4.20 Collateral Pledge and Security Agreement, dated as of May 15, 1999,
between the Company, as pledgor, and United States Trust Company of
New York, as trustee (incorporated by reference to Exhibit 4.4.6 to
the 1999 Units Registration Statement).
4.21 Intercreditor Agreement, dated May 15, 1999, by and between IBJ
Whitehall Bank & Trust Company, as trustee, and United States Trust
Company of New York, as trustee (incorporated by reference to Exhibit
4.4.7 to the 1999 Units Registration Statement).
4.22 Common Stock Purchase Warrant granted by the Company to Ford Motor
Company, dated June 11, 1999 (incorporated by reference to Exhibit
4.4.2 to the 1999 Units Registration Statement).
4.23 Common Stock Purchase Warrant granted by the Company to
DaimlerChrysler Corporation, dated January 28, 2000 (incorporated by
reference to Exhibit 4.23 to the 1999 Form 10-K).
9.1 Voting Trust Agreement, dated as of August 26, 1997, by and among
Darlene Friedland, as Grantor, David Margolese, as Trustee, and the
Company (incorporated by reference to Exhibit (c) to the Company's
Issuer Tender Offer Statement on Form 13E-4 filed on October 16,
1997).
10.1.1 Lease Agreement, dated as of March 31, 1998, between Rock-McGraw, Inc.
and the Company (incorporated by reference to Exhibit 10.1.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
10.1.2 Supplemental Indenture, dated as of March 22, 2000, between Rock-McGraw, Inc.
and the Company (filed herewith).
4
EXHIBIT DESCRIPTION
- ------- -----------
'D'10.2 Amended and Restated Contract, dated as of June 30, 1998, between the
Company and Space Systems/Loral, Inc. (incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 1998).
*10.3 Employment Agreement, dated as of January 1, 1999, between the Company
and David Margolese (incorporated by reference to Exhibit 10.6 to the
1998 Form 10-K).
*10.4 Employment Agreement, dated as of December 31, 1999, between the
Company and Robert D. Briskman (incorporated by reference to Exhibit
10.4 to the 1999 Form 10-K).
*10.5 Employment Agreement, dated as of March 28, 2000, between the Company
and Joseph S. Capobianco (incorporated by reference to Exhibit 10.5 to
the 1999 Form 10-K).
*10.6 Employment Agreement, dated as of March 28, 2000, between the Company
and Patrick L. Donnelly (incorporated by reference to Exhibit 10.6 to
the 1999 Form 10-K).
*10.7 Employment Agreement, dated as of March 28, 2000, between the Company
and Ira H. Bahr (incorporated by reference to Exhibit 10.7 to the 1999
Form 10-K).
*10.8 Employment Agreement, dated as of April 17, 2000, between the Company and
Dr. Mircho Davidov (filed herewith).
10.9 Registration Agreement, dated January 2, 1994, between the Company and
M.A. Rothblatt and B.A. Rothblatt (incorporated by reference to
Exhibit 10.20 to the S-1 Registration Statement).
*10.10 1994 Stock Option Plan (incorporated by reference to Exhibit 10.21 to
the S-1 Registration Statement).
*10.11 Amended and Restated 1994 Directors' Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
*10.12 CD Radio Inc. 401(k) Savings Plan (incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement on Form S-8 (File
No. 333-65473)).
*10.13 Sirius Satellite Radio 1999 Long-Term Stock Incentive Plan
(incorporated by reference to Exhibit 4.4 of the Company's
Registration Statement on Form S-8 (File No. 333-31362)).
10.14 Form of Option Agreement, dated as of December 29, 1997, between the
Company and each Optionee (incorporated by reference to Exhibit
10.16.2 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
10.15.1 Preferred Stock Investment Agreement, dated October 23, 1996, between
the Company and certain investors (incorporated by reference to
Exhibit 10.24 to the
5
EXHIBIT DESCRIPTION
- ------- -----------
1996 Form 10-K).
10.15.2 First Amendment to Preferred Stock Investment Agreement, dated
March 7, 1997, between the Company and certain investors (incorporated
by reference to Exhibit 10.24.1 to the 1996 Form 10-K).
10.15.3 Second Amendment to Preferred Stock Investment Agreement, dated March
14, 1997, between the Company and certain investors (incorporated by
reference to Exhibit 10.24.2 to the 1996 Form 10-K).
10.16 Letter, dated May 29, 1998, terminating Launch Services Agreement
dated July 22, 1997 between the Company and Arianespace S.A.;
Arianespace Customer Loan Agreements dated July 22, 1997 for Launches
#1 and #2 between the Company and Arianespace Finance S.A.; and the
Multiparty Agreements dated July 22, 1997 for Launches #1 and #2 among
the Company, Arianespace S.A. and Arianespace Finance S.A.
(incorporated by reference to Exhibit 10.21 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998).
10.17 Summary Term Sheet/Commitment, dated June 15, 1997, among the Company
and Everest Capital International, Ltd., Everest Capital Fund, L.P.
and The Ravich Revocable Trust of 1989 (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K filed on July
8, 1997).
10.18.1 Engagement Letter Agreement, dated June 14, 1997, between the Company
and Libra Investments, Inc. (incorporated by reference to Exhibit
10.26.1 to the 1997 Form 10-K).
10.18.2 Engagement Letter Agreement, dated August 6, 1997, between the Company
and Libra Investments, Inc. (incorporated by reference to Exhibit
10.26.2 to the 1997 Form 10-K).
10.19 Radio License Agreement, dated January 21, 1998, between the Company
and Bloomberg Communications Inc. (incorporated by reference to
Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
'D'10.20 Amended and Restated Agreement, dated as of February 1, 1999, between
Lucent Technologies Inc. and the Company (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K filed on
February 4, 1999).
10.21 Stock Purchase Agreement, dated as of August 5, 1997, between the
Company, David Margolese and Loral Space & Communications Ltd.
(incorporated by reference to Exhibit 99.1 to the Company's Current
Report on Form 8-K filed on August 19, 1997).
10.22 Stock Purchase Agreement, dated as of October 8, 1998, between the
Company and Prime 66 Partners, L.P. (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K dated October
8, 1998).
10.23.1 Stock Purchase Agreement, dated as of November 13, 1998 (the "Apollo
Stock Purchase Agreement"), by and among the Company, Apollo
Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P.
(incorporated by reference to Exhibit
6
EXHIBIT DESCRIPTION
- ------- -----------
99.1 to the Company's Current Report on Form 8-K dated November 17,
1998).
10.23.2 Amendment No. 1, dated as of December 23, 1998, to the Apollo Stock
Purchase Agreement (incorporated by reference to Exhibit 10.28.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
10.23.3 Second Amendment, dated as of December 23, 1999, to the Apollo Stock
Purchase Agreement (incorporated by reference to Exhibit 99.3 to the
Company's Current Report on Form 8-K filed on December 29, 1999).
10.24 Stock Purchase Agreement, dated as of December 23, 1999 (the
"Blackstone Stock Purchase Agreement"), by and between the Company and
Blackstone Capital Partners III Merchant Banking Fund L.P.
(incorporated by reference to Exhibit 99.1 to the Company's Current
Report on Form 8-K filed on December 29, 1999).
10.25 Stock Purchase Agreement, dated as of January 28, 2000, among the
Company, Mercedes-Benz USA, Inc., Freightliner Corporation and
DaimlerChrysler Corporation (incorporated by reference to Exhibit
10.24 to the 1999 Form 10-K).
10.27 Tag-Along Agreement, dated as of November 13, 1998, by and among
Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P.,
the Company and David Margolese (incorporated by reference to Exhibit
99.6 to the Company's Current Report on Form 8-K dated November 17,
1998).
'D'10.27 Agreement, dated as of June 11, 1999, between the Company and Ford
Motor Company (incorporated by reference to Exhibit 10.33 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999).
'D'10.28 Joint Development Agreement, dated as of February 16, 2000, between
the Company and XM Satellite Radio, Inc. (filed herewith).
27.1 Financial Data Schedule (filed herewith).
- ---------
* This document has been identified as a management contract or compensatory
plan or arrangement.
'D' Portions of these exhibits have been omitted pursuant to Applications for
Confidential treatment filed by the Company with the Securities and
Exchange Commission.
7
STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as................................... 'D'