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: NOVEMBER 28, 2000
EarthWatch Incorporated
(Exact name of registrant as specified in its charter)
Delaware 333-39202 31-1420852
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1900 Pike Road 80501
Longmont, CO 80501 (Zip Code)
(Address of principal
executive offices)
(303) 682-3800
(Registrant's telephone number,
including area code)
Item 5. Other Events.
On November 21, 2000, EarthWatch Incorporated (EarthWatch) announced the failure
of the QuickBird 1 remote sensing satellite to reach the proper orbit. In
connection with this announcement, the Registrant issued a press release, a copy
of which is incorporated herein by reference.
On November 23, 2000, EarthWatch filed a proof of loss of the QuickBird 1 remote
sensing satellite with the underwriters of the launch insurance policies in
accordance with the terms of those policies. EarthWatch is required to commence
within 30 days of receipt by the collateral agent of the of any proceeds under
the First QuickBird Launch Insurance an offer to purchase the 13% Notes in
accordance with the terms of the EarthWatch Incorporated Indenture Dated as of
July 12, 1999, and an offer to purchase the 12 1/2% Notes in accordance with the
EarthWatch Incorporated Amended and Restated Senior Notes Indenture Dated as of
April 8, 1999, and the First Supplemental Indenture to the Amended and Restated
Senior Notes Indenture Dated as of July 7, 1999.
Unless the insurance proceeds received are less than the fully accreted value as
of the payment date identified in the offer to purchase, the purchase price for
the 13% Notes and the 12 1/2% Notes in connection with an offer to purchase
shall equal 100% of the accreted value of the notes on the payment date. The
aggregate purchase price of the notes tendered in connection with an offer to
purchase is expected to be less than the insurance proceeds, and, in accordance
with the Amended and Restated Collateral Pledge and Security Agreement dated
July 12, 1999, the remaining insurance proceeds shall be paid over to
EarthWatch.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) The following exhibits are filed as part of this report:
99.5 Press release dated November 21, 2000.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Some of the statements in this Current Report constitute forward-looking
statements. These statements involve known and unknown risks, uncertainties,
and other factors that may cause our or our industry's results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements.
In some cases, you can identify forward-looking statements by terminology,
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the negative of such
terms or other comparable terminology.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, events, levels of
activity, performance, or achievements. Our actual results and the timing of
certain events could differ materially from those anticipated in these forward-
looking statements.
SIGNATURE
Pursuant to the requirement of the Securities and 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
__________________________________________
Henry E. Dubois
Chief Operating Officer,
Chief Financial Officer,
Executive Vice President
Dated: November 28, 2000