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)
         
Delaware   0-24710   52-1700207
(State or other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation)       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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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.

 


 

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 hereunto duly authorized.
         
  SIRIUS XM RADIO INC.
 
 
  By:   /s/ Patrick L. Donnelly    
    Patrick L. Donnelly   
    Executive Vice President, General
Counsel and Secretary 
 
 
Dated: October 29, 2008