As filed with the Securities and Exchange Commission on October 30, 1996 Registration No. 333 - ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CD RADIO INC. (Exact name of issuer as specified in its charter) DELAWARE 52-1700207 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) SIXTH FLOOR, 1001 22ND STREET, N.W. WASHINGTON, D.C. 20037 (202) 296-6192 (Address and telephone number of principal executive offices) CD RADIO INC. 1994 STOCK OPTION PLAN CD RADIO INC. AMENDED AND RESTATED 1994 DIRECTORS' NONQUALIFIED STOCK OPTION PLAN (Full title of the Plan) DAVID MARGOLESE CD RADIO INC. SIXTH FLOOR, 1001 22ND STREET, N.W. WASHINGTON, D.C. 20037 (202) 296-6192 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
==================================================================================================================================== PROPOSED PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE FEE(1) - ------------------------------------------------------------------------------------------------------------------------------------ COMMON STOCK, 350,000 SHARES $ 5.8125 $ 2,034,375 $ 616.48 PAR VALUE $0.001 ====================================================================================================================================
(1) The proposed maximum offering price per share and the registration fee were calculated in accordance with rule 457(c) and (h) based on the average of the bid and asked prices for shares of the registrant's common stock on October 25, 1996, as quoted by the Nasdaq SmallCap Market, which was $5.8125 per share. Pursuant to Rule 429, the documents constituting a prospectus with respect to this registration statement constitute a combined prospectus which also relates to the Company's Form S-8 shares issuable upon the exercise of options granted under these plans, which shares were previously registered under Registration Statement No. 33-92588. Page 1 of ___ pages. Exhibit Index begins at page II-3. REGISTRATION OF ADDITIONAL SECURITIES Pursuant to General Instruction E, this Registration Statement on Form S-8 is filed by CD Radio Inc. (the "Company") to register additional securities under the CD Radio Inc. 1994 Stock Option Plan and the CD Radio Inc. Amended and Restated 1994 Directors' Nonqualified Stock Option Plan (the "Plans") covered by and filed as exhibits to the Company's Registration Statement on Form S-8 (No. 33-92588). The additional securities are to be issued pursuant to an amendment to the Plans approved by the Company's Board of Directors on August 22, 1996 and by the Company's shareholders on September 18, 1996. Registration Statement No. 33-92588 is incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS.
Exhibit Number Exhibit - -------------- ------- 5 Opinion of Bogle & Gates P.L.L.C. 4.1 CD Radio Inc. 1994 Stock Option Plan (Incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-74782) 4.2 CD Radio Inc. 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) 23.1 Consent of Bogle & Gates P.L.L.C. (included in Exhibit 5) 23.2 Consent of Coopers & Lybrand L.L.P. 24 Power of Attorney (See page II-2 of this Registration Statement)
II-1 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, District of Columbia on this 29th day of October, 1996. CD RADIO INC. By /s/ David Margolese ---------------------------- David Margolese Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints David Margolese and Lawrence F. Gilberti, or either of them, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ David Margolese Chairman of the Board and Chief Executive October 29, 1996 --------------------------------- Officer David Margolese (Principal Executive Officer and Principal Financial and Accounting Officer) /s/ Robert D. Briskman Vice President, Chief Technical Officer October 15, 1996 ------------------------------------ and Director Robert D. Briskman /s/ Lawrence F. Gilberti Director October 29, 1996 ----------------------------------- Lawrence F. Gilberti Director --------------------------------- Ralph V. Whitworth /s/ Peter K. Pitsch Director October 16, 1996 -------------------------------- Peter K. Pitsch /s/ Jack Z. Rubinstein Director October 15, 1996 ----------------------------------- Jack Z. Rubinstein
II-2 Exhibit Index
Exhibit Number Exhibit Page - -------------- ------- ---- 5 Opinion of Bogle & Gates P.L.L.C. 4.1 CD Radio Inc. 1994 Stock Option Plan (Incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1 (Registration Statement No. 33-74782) 4.2 CD Radio Inc. 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) 23.1 Consent of Bogle & Gates P.L.L.C. (included in Exhibit 5) 23.2 Consent of Coopers & Lybrand L.L.P. 24 Power of Attorney (See page II-2 of this Registration Statement)
II-3