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): October 29, 2008
SIRIUS XM RADIO INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-24710
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52-1700207 |
| (State or other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
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| 1221 Avenue of the Americas, 36th Fl., New York, NY
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10020 |
| (Address of Principal Executive Offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities.
We have agreed to issue an aggregate of 65,193,000 shares of our common stock, par value
$0.001 per share, in exchange for $19,500,000 principal amount of our 21/2% Convertible Notes due
2009 (the “21/2% Notes”) beneficially owned by institutional holders.
We will not receive any cash proceeds as a result of the exchange of our common stock for the
21/2% Notes, which notes will be retired and cancelled. Upon completion of this transaction we will
have issued an aggregate of 132,231,070 shares of common stock in exchange for $50,000,000
aggregate principal amount of 21/2% Notes. We executed these transactions to reduce our debt and
interest cost, increase our equity, and improve our balance sheet. We may engage in additional
exchanges in respect of our outstanding indebtedness if and as favorable opportunities arise.
The issuance of the shares of our common stock was made pursuant to the exemption from the
registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9)
of such Act.