SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 14, 2001
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EARTHWATCH INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of Incorporation)
333-39202 31-1420852
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(Commission (IRS Employer
File Number) Identification No.)
1900 Pike Road, Longmont, Colorado 80501
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(Address of principal executive offices) (Zip code)
(303) 682-3800
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(Registrant's telephone number, including area code)
Item 5. Other Events.
As required pursuant to a Recapitalization Agreement and Consent dated as
of April 2, 2001 with certain holders of our 13% Senior Discount Notes due 2007
and the indenture governing the notes:
. on June 14, 2001, we amended our certificate of incorporation to, among
other things, (a) require that we purchase, at each holder's option, that
holder's shares of our Series A and B preferred stock, if an insurable
event occurs under the QuickBird 2 insurance policy, (b) increase the
number of authorized shares of our common stock and each series of our
preferred stock, and (c) extend the time period by one year during which
holders of our preferred stock may convert their shares into shares of our
common stock;
. on June 15, 2001, we issued an aggregate of 10,843,297 additional shares of
our Series C preferred stock to the holders of 13% notes that signed the
Recapitalization Agreement and their assignees;
. on or before June 15, 2001, we obtained insurance covering the launch and
in-orbit operations of our QuickBird 2 satellite; and
. on June 15, 2001, we pledged the QuickBird 2 insurance in favor of The Bank
of New York, as collateral agent for (a) the holders of the 13% notes and
for Ball Aerospace, and (b) the holders of our Series A preferred stock and
Series B preferred stock.
As a result, approximately $46.4 million of cash was released on June 15,
2001 from a restricted escrow account securing the above obligations.
In addition, on June 15, 2001, we issued 903,608 shares of our Series C
preferred stock to Ball Technologies Holdings Corp., in connection with vendor
financing that it is providing to us.
The foregoing description is qualified in its entirety by the terms and
conditions of the Recapitalization Agreement, the Certificate of Amendment to
our certificate of incorporation, the First Supplemental Indenture and the
Senior and Junior Collateral Pledge and Security Agreements, in each case
including the exhibits and schedules thereto, each of which agreements
constitutes an exhibit to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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2.2* Recapitalization Agreement and Consent dated as of April 2,
2001 by and among EarthWatch Incorporated, Morgan Stanley &
Co. Incorporated, Post Balanced Fund, Post High Yield LP,
Post Total Return Fund, Opportunity Fund, Dickstein & Co.,
L.P., Dickstein International Limited, Hitachi Software
Engineering Co., Ltd., Sun America High Income Fund and Sun
America Series Trust High Yield Portfolio.
3.3 Certificate of Amendment to Amended and Restated Certificate
of Incorporation.
4.13* First Supplemental Indenture to the Indenture dated as of
April 16, 2001 by and between EarthWatch Incorporated and
The Bank of New York, as trustee.
4.14 Senior Collateral Pledge and Security Agreement, dated as of
June 15, 2001, between EarthWatch Incorporated and The Bank
of New York, as collateral agent.
4.15 Junior Collateral Pledge and Security Agreement, dated as of
June 15, 2001, between EarthWatch Incorporated and The Bank
of New York, as collateral agent.
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* Incorporated by reference to the exhibits with the corresponding exhibit
numbers in Earthwatch's Form 8-K filed with the SEC on April 25, 2001.
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.
EARTHWATCH INCORPORATED
Dated: June 20, 2001 By: /s/ Herbert F. Satterlee III
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Herbert F. Satterlee III
Chief Executive Officer and
President
EXHIBIT INDEX
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Exhibit No. Description
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2.2* Recapitalization Agreement and Consent dated as of April 2,
2001 by and among EarthWatch Incorporated, Morgan Stanley &
Co. Incorporated, Post Balanced Fund, Post High Yield LP,
Post Total Return Fund, Opportunity Fund, Dickstein & Co.,
L.P., Dickstein International Limited, Hitachi Software
Engineering Co., Ltd., Sun America High Income Fund and Sun
America Series Trust High Yield Portfolio.
3.3 Certificate of Amendment to Amended and Restated Certificate
of Incorporation.
4.13* First Supplemental Indenture to the Indenture dated as of
April 16, 2001 by and between EarthWatch Incorporated and
The Bank of New York, as trustee.
4.16 Senior Collateral Pledge and Security Agreement, dated as of
June 15, 2001, between EarthWatch Incorporated and The Bank
of New York, as collateral agent.
4.17 Junior Collateral Pledge and Security Agreement, dated as of
June 15, 2001, between EarthWatch Incorporated and The Bank
of New York, as collateral agent.
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* Incorporated by reference to the exhibits with the corresponding exhibit
numbers in Earthwatch's Form 8-K filed with the SEC on April 25, 2001.