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) June 16, 1997 ------------- CD RADIO INC. ------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware ----------------------------- (State or Other Jurisdiction of Incorporation) 0-24710 52-1700207 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) Sixth Floor, 1001 22nd Street, N.W. Washington, D.C. 20037 - --------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (202) 296-6192 -------------- -------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 5 Pages Exhibit Index on Page 4 ITEM 5. OTHER EVENTS In June 1997, a proposed amendment to the Company's Certificate of Incorporation was duly approved by written consents of the holders of a majority of each of the Company's Common Stock and Preferred Stock. The amendment to the Certificate of Incorporation increased the authorized shares of Common Stock by 150 million shares to an aggregate of 200 million shares and increased the authorized shares of Preferred Stock by 40 million shares to an aggregate of 50 million shares. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Notice to Stockholders regarding Approval of Amendment to the Certificate of Incorporation Page 2 of 5 Pages 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. CD RADIO INC. Date June 17, 1997 By /s/ David Margolese ------------------------------------ David Margolese Chairman of the Board and Chief Executive Officer Page 3 of 5 Pages Exhibit Index
Exhibit Number Exhibit Page - ------ ------- ---- 99 Notice to Stockholders regarding Approval of Amendment to 5 the Certificate of Incorporation
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