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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number: 333-52756
ECHOSTAR BROADBAND CORPORATION
(Exact name of registrant as specified in its charter)
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COLORADO 84-1560440
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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5701 S. SANTA FE
LITTLETON, COLORADO 80120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 723-1000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 20, 2002, the Registrant's outstanding Common stock consisted
of 1,000 shares of Common Stock, $0.01 par value.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS (I)(1)(a)
AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS ANNUAL REPORT ON FORM 10-K
WITH THE REDUCED DISCLOSURE FORMAT.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated into this Form 10-K by reference:
None
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EXPLANATORY NOTE
We are filing this Amendment No.1 to our Form 10-K to clearly identify
previously filed exhibits which include redacted material. No new redactions
have been made, and no new exhibits are being filed. We are also updating our
incorporation by reference of an exhibit from the EchoStar Communications
Corporation 10-K/A that was refiled on the date of this amendment to more
clearly indicate those portions of the exhibit which have been redacted. No
other changes whatsoever are being made to the 10-K; these are the only
amendments made to the original filing of this report on March 21, 2002 (the
"Original Filing").
This report continues to speak as of the date of the Original Filing, and
we have not updated the disclosure in this report to speak as of a later date.
All information contained in this report and the Original Filing is subject to
updating and supplementing as provided in our periodic reports filed with the
Securities and Exchange Commission.
TABLE OF CONTENTS
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............. 1
Signatures............................................................................. 5
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(3) Exhibits
EXHIBIT NO. DESCRIPTION
3.1(a)* Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1(a) to the Company's Registration
Statement on Form S-4, Registration No. 333-52756).
3.1(b)* Bylaws of the Company (incorporated by reference to Exhibit
3.1(b) to the Company's Registration Statement on Form S-4,
Registration No. 333-52756).
4.1* Indenture relating to the EchoStar DBS Corporation 9 1/4%
Senior Notes ("Seven Year Notes"), dated as of January 25,
1999, by and among EDBS, the Guarantors and U.S. Bank Trust
National Association, as trustee.(incorporated by reference
to Exhibit 4.1 to EDBS' Registration Statement on Form S-4,
Registration No. 333-71345).
4.2* Indenture relating to the EchoStar DBS Corporation 9 3/8%
Senior Notes ("Ten Year Notes"), dated as of January 25,
1999, by and among EDBS, the Guarantors and U.S. Bank Trust
National Association, as trustee. (incorporated by reference
to Exhibit 4.3 to EDBS' Registration Statement on Form S-4,
Registration No. 333-71345).
4.3* Registration Rights Agreement relating to the Seven Year
Notes by and among EDBS, the Guarantors and the parties named
therein. (incorporated by reference to Exhibit 4.5 to EDBS'
Registration Statement on Form S-4, Registration No.
333-71345).
4.4* Registration Rights Agreement relating to the Ten Year Notes
by and among EDBS, the Guarantors and the parties named
therein. (incorporated by reference to Exhibit 4.6 to EDBS'
Registration Statement on Form S-4, Registration No.
333-71345).
4.5* Indenture relating to the EchoStar Broadband Corporation
10 3/8% Senior Notes due 2007, dated as of September 25,
2000, between the Company and U.S. Bank Trust National
Association, as trustee (incorporated by reference to Exhibit
4.1 to the Quarterly Report on Form 10-Q of EchoStar for the
quarter ended September 30, 2000, Commission File
No.0-26176).
4.6* Registration Rights Agreement relating to the EchoStar
Broadband Corporation 10 3/8% Senior Notes due 2007, dated as
of September 25, 2000, by and among the Company, Donaldson,
Lufkin & Jenrette Securities Corporation, Banc of America
Securities LLC, Credit Suisse First Boston Corporation and
ING Barings LLC (incorporated by reference to Exhibit 4.2 to
the Quarterly Report on Form 10-Q of EchoStar for the quarter
ended September 30, 2000, Commission File No.0-26176).
4.7* Indenture, relating to the EchoStar DBS Corporation 9 1/8%
Senior Notes Due 2009, dated as of December 28, 2001 between
EchoStar DBS Corporation and U.S. Bank Trust National
Association, as Trustee (incorporated by reference to Exhibit
4.17 to the Annual Report on Form 10-K of ECC for the year
ended December 31, 2001, Commission File No.0-26176).
4.8* Registration Rights Agreement, relating to the EchoStar DBS
Corporation 9 1/8% Senior Notes Due 2009, dated as of
December 28, 2001, by and among EchoStar DBS Corporation and
Deutsche Banc Alex. Brown, Inc., Credit Suisse First Boston
Corporation, Lehman Brothers Inc. and UBS Warburg LLC
(incorporated by reference to Exhibit 4.18 to the Annual
Report on Form 10-K of ECC for the year ended December 31,
2001, Commission File No.0-26176).
1
10.1* Key Employee Bonus Plan, dated as of January 1, 1994
(incorporated by reference to Exhibit 10.7 to the
Registration Statement on Form S-1 of Dish, Registration No.
33-76450).
10.2* Consulting Agreement, dated as of February 17, 1994, between
ESC and Telesat Canada (incorporated by reference to Exhibit
10.8 to the Registration Statement on Form S-1 of Dish,
Registration No. 33-76450).
10.3* Form of Satellite Launch Insurance Declarations (incorporated
by reference to Exhibit 10.10 to the Registration Statement
on Form S-1 of Dish, Registration No. 33-81234).
10.4* Dish 1994 Stock Incentive Plan (incorporated by reference to
Exhibit 10.11 to the Registration Statement on Form S-1 of
Dish, Registration No. 33-76450).
10.5* Form of Tracking, Telemetry and Control Contract between AT&T
Corp. and ESC (incorporated by reference to Exhibit 10.12 to
the Registration Statement on Form S-1 of Dish, Registration
No. 33-81234).
10.6* Manufacturing Agreement, dated as of March 22, 1995, between
Houston Tracker Systems, Inc. and SCI Technology, Inc.
(incorporated by reference to Exhibit 10.12 to the
Registration Statement on Form S-1 of Dish, Commission File
No. 33-81234).
10.7* Statement of Work, dated January 31, 1995 from ESC to Divicom
Inc. (incorporated by reference to Exhibit 10.14 to the
Registration Statement on Form S-1 of ECC, Registration No.
33-91276).
10.8* EchoStar 1995 Stock Incentive Plan (incorporated by reference
to Exhibit 10.16 to the Registration Statement on Form S-1 of
ECC, Registration No. 33-91276).
10.9* Satellite Construction Contract, dated as of July 18, 1996,
between EDBS and Lockheed Martin Corporation (incorporated by
reference to Exhibit 10.18 to the Quarterly Report on Form
10-Q of ECC for the quarter ended June 30, 1996, Commission
File No. 0-26176).
10.10* Confidential Amendment to Satellite Construction Contract
between DBSC and Martin Marietta, dated as of May 31, 1995
(incorporated by reference to Exhibit 10.14 to the
Registration Statement of Form S-4 of ECC, Registration No.
333-03584).
10.11* Agreement between HTS, ESC and ExpressVu Inc., dated January
8, 1997, as amended (incorporated by reference to Exhibit
10.18 to the Annual Report on Form 10-K of ECC for the year
ended December 31, 1996, as amended, Commission file No.
0-26176).
10.12* Amendment No. 9 to Satellite Construction Contract, effective
as of July 18, 1996, between Direct Satellite Broadcasting
Corporation, a Delaware corporation ("DBSC") and Martin
Marietta Corporation (incorporated by reference to Exhibit
10.1 to the Quarterly Report on Form 10-Q of ECC for the
quarterly period ended June 30, 1997, Commission File No.
0-26176).
10.13* Amendment No. 10 to Satellite Construction Contract,
effective as of May 31, 1996, between DBSC and Lockheed
Martin Corporation (incorporated by reference to Exhibit 10.2
to the Quarterly Report on Form 10-Q of ECC for the quarterly
period ended June 30, 1997, Commission File No. 0-26176).
10.14* OEM Manufacturing, Marketing and Licensing Agreement, dated
as of February 17, 1998, by and among HTS, ESC and Philips
Electronics North America Corporation (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q of ECC for the quarterly period ended March 31, 1998,
Commission File No. 0-26176).
10.15* Licensing Agreement, dated as of February 23, 1998, by and
among HTS, ESC and VTech Communications Ltd. (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form
10-Q of ECC for quarterly period ended March 31, 1998,
Commission File No. 0-26176).
2
10.16* Purchase Agreement by and among American Sky Broadcasting,
LLC, The News Corporation Limited, MCI Telecommunications
Corporation and EchoStar Communications Corporation, dated
November 30, 1998. (incorporated by reference to Exhibit 10.1
to the Form 8-K filed by ECC on November 30, 1998, Commission
File No. 0-26176).
10.17* Voting Agreement dated November 30, 1998, among EchoStar
Communications Corporation, American Sky Broadcasting, LLC,
The News Corporation Limited and MCI Telecommunications
Corporation (incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K of EchoStar, filed as of December
1, 1998).
10.18* Satellite Construction Contract dated as of January 27, 2000,
between EchoStar Orbital Corporation and Lockheed Martin
Corporation (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter
ended March 31, 2000, Commission File No.0-26176).
10.19* Satellite Construction Contract dated as of February 4, 2000,
between EchoStar Orbital Corporation and Space Systems/Loral
Inc. (incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter
ended March 31, 2000, Commission File No.0-26176).
10.20* Satellite Construction Contract dated as of February 22,
2000, between EchoStar Orbital Corporation and Space
Systems/Loral Inc. (incorporated by reference to Exhibit 10.3
to the Quarterly Report on Form 10-Q of EchoStar for the
quarter ended March 31, 2000, Commission File No.0-26176).
10.21* Agreement dated as of February 22, 2000, between EchoStar
Orbital Corporation and Loral Skynet, a division of Loral
SpaceCom Corporation (incorporated by reference to Exhibit
10.4 to the Quarterly Report on Form 10-Q of EchoStar for the
quarter ended March 31, 2000, Commission File No.0-26176).
10.22* Contract for Launch Services, dated January 31, 2001, between
Lockheed Martin's International Launch Services and EchoStar
Orbital Corporation (incorporated by reference to Exhibit
10.1 to the Quarterly Report on Form 10-Q of EchoStar for the
quarter ended March 31, 2001, Commission File No.0-26176).
10.23* Modification Nos. 1-7 to the Satellite Contract (EchoStar VII
- 119 degree West Longitude) dated January 27, 2000, between
Lockheed Martin Corporation and EchoStar Orbital Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q of EchoStar for the quarter ended June
30, 2001, Commission File No.0-26176).
10.24* Amended and Restated Contract dated February 1, 2001, between
EchoStar Orbital Corporation and Space Systems/Loral, Inc.,
EchoStar VIII Satellite Program (110 degree West Longitude)
(incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q of EchoStar for the quarter ended June
30, 2001, Commission File No.0-26176).
10.25* Amendment No. 1 to the Contract dated February 22, 2000,
between EchoStar Orbital Corporation and Space Systems/Loral
Inc., EchoStar IX Satellite Program (121 degree West
Longitude) (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter
ended June 30, 2001, Commission File No.0-26176).
10.26* Modification No. 8 to the Satellite Contract (EchoStar VII -
119 degree West Longitude) dated October 12, 2001, between
Lockheed Martin Corporation and EchoStar Orbital Corporation
(incorporated by reference to Exhibit 10.33 to the Annual
Report on Form 10-K of ECC for the year ended December 31,
2001, Commission File No.0-26176).
10.27* Modification No. 9 to the Satellite Contract (EchoStar VII -
119 degree West Longitude) dated October 16, 2001, between
Lockheed Martin Corporation and EchoStar Orbital Corporation
(incorporated by reference to Exhibit 10.34 to the Annual
Report on Form 10-K of ECC for the year ended December 31,
2001, Commission File No.0-26176).
3
10.28* Contract amendment No.1 to the EchoStar VIII contract between
EchoStar Orbital Corporation and Space Systems/Loral, Inc.,
dated October 19, 2001 (incorporated by reference to Exhibit
10.35 to the Annual Report on Form 10-K/A of ECC for the year
ended December 31, 2001 filed on September 20, 2002,
Commission File No.0-26176). ***
10.29* Modification No. 10 to the Satellite Contract (EchoStar VII -
119 degree West Longitude) dated December 12, 2001, between
Lockheed Martin Corporation and EchoStar Orbital Corporation
(incorporated by reference to Exhibit 10.36 to the Annual
Report on Form 10-K of ECC for the year ended December 31,
2001, Commission File No.0-26176).
99.1* Letter regarding representation of Arthur Andersen LLP
(incorporated by reference to Exhibit 99.1 to the Annual
Report on Form 10-K of EchoStar Broadband Corporation for the
year ended December 31, 2001 filed on March 21, 2002,
Commission File No.333-52756).
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* Incorporated by reference.
** Constitutes a management contract or compensatory plan or arrangement.
*** Filed in redacted form since confidential treatment has been requested
pursuant to Rule 24.b-2 for certain portions thereof.
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, EchoStar has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ECHOSTAR BROADBAND CORPORATION
By: /s/ Michael R. McDonnell
-------------------------------------------------
Michael R. McDonnell
Senior Vice President and Chief Financial Officer
Date: September 20, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of EchoStar and
in the capacities and on the dates indicated:
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<Caption>
Signature Title Date
- --------- ----- ----
/s/ Charles W. Ergen Chief Executive Officer and Director September 20, 2002
- ------------------------------ (Principal Executive Officer)
Charles W. Ergen
/s/ Michael R. McDonnell Senior Vice President and Chief Financial Officer September 20, 2002
- ------------------------------ (Principal Financial Officer)
Michael R. McDonnell
/s/ James DeFranco Director September 20, 2002
- ------------------------------
James DeFranco
/s/ David K. Moskowitz Director September 20, 2002
- ------------------------------
David K. Moskowitz
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5