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
July 28, 2008 (July 28, 2008) Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
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| Delaware | | 333-39178 | | 52-1805102 |
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(State or other jurisdiction
of Incorporation) | | (Commission File No.) | | (IRS Employer
Identification Number) |
1500 Eckington Place, N.E.
Washington, DC 20002
(Address of principal executive offices, including zip code)
(202) 380-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 7.01 | | Regulation FD Disclosure. |
In connection with presentations being made relating to the financing of the previously announced merger of XM Satellite Radio Holdings Inc. (“XMSR”) with a wholly-owned subsidiary of Sirius Satellite Radio Inc. (“Sirius”), XMSR has furnished certain information to potential investors attached as Exhibit 99.1 to XMSR’s Current Report on Form 8-K filed on the date hereof.
The information set forth under “Item 7.01 Regulation FD Disclosure” and Exhibit 99.1 hereto is intended to be furnished pursuant to Item 7.01. Such information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by XMSR as to the materiality of such information.
On July 28, 2008, XMSR issued a press release announcing that XM Satellite Radio Inc. (“XM Radio”) is launching an offering of $550 million aggregate principal amount of Exchangeable Senior Subordinated Notes due 2014. The offering is part of a series of transactions to refinance certain debt of XM Radio in connection with the previously announced merger of XMSR with a wholly-owned subsidiary of Sirius. A copy of the press release is attached as Exhibit 99.2 to XMSR’s Current Report on Form 8-K filed on the date hereof and is incorporated herein by reference.
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| Item 9.01 | | Financial Statements and Exhibits. |
(d) Exhibits
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| | 99.1 | | | Regulation FD Disclosure (incorporated by reference to XMSR’s Current Report on Form 8-K filed on the date hereof). |
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| | 99.2 | | | Press Release dated July 28, 2008 (incorporated by reference to XMSR’s Current Report on Form 8-K filed on the date hereof). |
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.
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| | XM SATELLITE RADIO INC.
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| Dated: July 28, 2008 | By: | /s/ Joseph M. Titlebaum | |
| | | Name: | Joseph M. Titlebaum | |
| | | Title: | General Counsel and Secretary | |
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Exhibit Index
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| Exhibit No. | | Description |
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| 99.1 | | Regulation FD Disclosure (incorporated by reference to XMSR’s Current Report on Form 8-K filed on the date hereof). |
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| 99.2 | | Press Release dated July 28, 2008 (incorporated by reference to XMSR’s Current Report on Form 8-K filed on the date hereof). |
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