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):
December 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.
In November and December 2001, we solicited our stockholders' consent to an
amendment to our Certificate of Incorporation. This amendment extends the period
of time during which we may pay dividends to Holders of the Series A, Series B,
and Series C Preferred Stock in cash or in additional shares of Series A, Series
B or Series C Preferred Stock, as the case may be, from October 31, 2002 to
October 31, 2003. The amendment also extends the date by which we must begin to
pay dividends to the Holders of Series A, Series B or Series C Preferred Stock
in cash from October 31, 2002 to October 31, 2003.
Number of Votes by Shares Number of Votes by Shares
Providing Consent Withholding Consent
85,333,303 108,648
Based on the consents received, the amendment was approved. A copy of the
amendment is attached hereto as Exhibit 3.3 and is incorporated by reference in
its entirety.
On December 17, 2001, we issued a press release announcing the release of
the first imagery from our Quickbird satellite, which was successfully launched
on October 18, 2001. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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3.3 Certificate of Amendment to Amended and Restated Certificate of
Incorporation
99.1 Press Release dated December 17, 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: December 20, 2001 By: /s/ Henry E. Dubois
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Henry E. Dubois
Chief Operating Officer,
Chief Financial Officer,
Executive Vice President
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
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Exhibit No. Description
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3.3 Certificate of Amendment to Amended and Restated Certificate of
Incorporation
99.1 Press Release dated December 17, 2001