As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECHOSTAR COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-03369997
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
90 Inverness Circle East
Englewood, Colorado 80112
(303) 799-8222
(Address of principal executive offices)
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EchoStar Communications Corporation
1995 Nonemployee Director Stock Option Plan
(Full Title of Plan)
DAVID K. MOSKOWITZ
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ECHOSTAR COMMUNICATIONS CORPORATION
90 INVERNESS CIRCLE EAST
ENGLEWOOD, COLORADO 80112
(303) 799-8222 EXT. 5323
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of to be price offering registration
securities to be registered registered per share price (1) fee
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Class A Common Stock, 30,000 shares $33.50(1) $1,005,000.00 $346.55
$0.01 par value
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(1) This calculation is made solely for the purpose of determining the amount
of the registration fee and, in accordance with Rule 457(h) under the
Securities Act of 1933, is based upon the average of the high and low
prices of the Class A Common Stock as quoted in Nasdaq as of June 7, 1996.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1996, and the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 (Commission File No. 0-26176) are hereby
incorporated in this Registration Statement by reference. In addition, all
documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement
and prior to the filing of a Post-Effective Amendment to the Registration
Statement indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then remaining
unsold, shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing such documents.
The description of the Company's Class A Common Stock contained in the
Company's Registration Statement on Form 8-A, declared effective June 20,
1995, pursuant to Section 12 of the Exchange Act is also incorporated herein
by this reference.
Item 5. Interests of Named Experts and Counsel
The Company's combined and consolidated financial statements dated as of
December 31, 1994 and 1995, and for each of the three years in the period
ended December 31, 1995, included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, Commission File No. 0-26176,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein
in reliance upon the authority of said firm as experts in accounting and
auditing.
Item 6. Indemnification of Directors and Officers
The Articles of Incorporation of the Company provide for indemnification
of the officers and directors of the Company to the fullest extent permitted
by Section 78.751 of the Nevada General Corporation Law. The Registrant
maintains certain insurance policies for its directors and officers against
any loss arising from any claim asserted against them in such capacities,
subject to certain exclusions.
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Item 8. Exhibits
4.1 Specimen Share Certificate.*
4.2 Articles of Incorporation of the Company.*
4.3 Bylaws of the Company.*
4.4 1995 Nonemployee Director Stock Option Plan
5.1 Opinion and Consent of David K. Moskowitz.
23.1 Consent of David K. Moskowitz. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; (2) that for the purpose of determining any liability
under the Securities Act of 1933 each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
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*Incorporated by reference to the Company's Registration Statement on Form
S-1, Registration Number 33-91276.
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foregoing provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Englewood, State of Colorado, on
June 7, 1996.
ECHOSTAR COMMUNICATIONS CORPORATION
By: /s/ DAVID K. MOSKOWITZ
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David K. Moskowitz
Senior Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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*
- ------------------------------- President, Chief Executive Officer, June 7, 1996
Charles W. Ergen Chairman and Director
(Principal Executive Officer)
*
- ------------------------------- Vice President and Chief Financial June 7, 1996
Steven B. Schaver Officer
(Principal Financial Officer)
*
- ------------------------------- Vice President, Treasurer and June 7, 1996
J. Allen Fears Controller
(Principal Accounting Officer)
*
- ------------------------------- Director June 7, 1996
R. Scott Zimmer
*
- ------------------------------- Director June 7, 1996
James DeFranco
*
- ------------------------------- Director June 7, 1996
Raymond L. Friedlob
*
- ------------------------------- Director June 7, 1996
Alan M. Angelich
* By : /S/ J. ALLEN FEARS
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J. Allen Fears
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
4.1 Specimen Share Certificate.*
4.2 Articles of Incorporation of the Company.*
4.3 Bylaws of the Company.*
4.4 1995 Nonemployee Director Stock Option Plan
5.1 Opinion and Consent of David K. Moskowitz.
23.1 Consent of David K. Moskowitz. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney
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*Incorporated by reference to the Company's Registration Statement on Form
S-1, Registration Number 33-91276.