SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2005
SIRIUS SATELLITE RADIO INC.
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
0-24710 |
52-1700207 |
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1221 Avenue of the Americas, 36th Fl., New York, NY |
10020 |
|
(Address
of Principal Executive Offices) |
(Zip
Code) |
| Registrant's telephone number, including area code: (212) 584-5100 |
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
£ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
£ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
£ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
£ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Section 8.01 |
Other Events |
On August 2, 2005, we issued a press release announcing that we intended to offer $400 million in aggregate principal amount of Senior Notes due 2013 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On August 2, 2005, we also issued a press release announcing the pricing of $500 million in aggregate principal amount of 9 5/8% Senior Notes due 2013 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The Senior Notes have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. The information contained in this report is neither an offer to sell nor a solicitation to buy any of the Senior Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Section 9.01 |
Financial Statements and Exhibits |
| (a) Not Applicable. |
| (b) Not Applicable. |
|
(c) Exhibits. |
| The Exhibit Index attached hereto is incorporated herein. |
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SIGNATURES
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 thereunto duly authorized.
| SIRIUS SATELLITE RADIO INC. |
|
| By: | /s/ Patrick L. Donnelly |
| Patrick L. Donnelly Executive Vice President, General Counsel and Secretary |
|
Dated: August 3, 2005
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EXHIBITS
| Exhibit |
Description
of Exhibit |
| 99.1 |
Press Release dated August 2, 2005 regarding the proposed offering |
| 99.2 |
Press Release dated August 2, 2005 regarding the pricing of the offering |
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