UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 1998
Commission file number 0-24710
CD RADIO INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-1700207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1180 Avenue of the Americas
New York, New York 10036
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(Address of principal executive offices)
(Zip code)
212-899-5000
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.001 par value 23,145,104 shares
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(Class) (Outstanding as of November 6, 1998)
CD RADIO INC.
(A Development Stage Enterprise)
INDEX
Part II - Other Information 3
Signatures 4
Part II
Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) See the Exhibit Index for a list of exhibits filed herewith.
(b) The Company filed a Current Report on Form 8-K, dated May 28, 1998,
describing the enhancement of its broadcast system as a result of the addition
of a third in-orbit satellite.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CD RADIO INC.
By: /s/ John T. McClain
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John T. McClain
Vice President and Controller
(Chief Accounting Officer)
November 18, 1998
EXHIBITS
Exhibit Description
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3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (File No. 33-74782) (the "S-1 Registration Statement")).
3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit
3.2 to the S-1 Registration Statement).
3.3 Certificate of Designations of 5% Delayed Convertible Preferred Stock
(incorporated by reference to Exhibit 10.24 to the Company's Form
10-K/A for the year ended December 31, 1996 (the "1996 Form 10-K")).
3.4 Form of Certificate of Designations of Series B Preferred Stock
(incorporated by reference to Exhibit A to Exhibit 1 to the Company's
Registration Statement on Form 8-A, filed with the Commission on
October 30, 1997 (the "Form 8-A")).
3.5.1 Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of 10 1/2% Series C Convertible
Preferred Stock (the "Series C Certificate of Designations")
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (File No. 333-34761) (the "S-4
Registration Statement")).
3.5.2 Certificate of Correction of the Series C Certificate of Designations
(incorporated by reference to Exhibit 3.5.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (the "1997
Form 10-K")).
3.5.3 Certificate of Increase of 10-1/2% Series C Convertible Preferred
Stock (incorporated by reference to Exhibit 3.5.3 to the Company's
Form 10-Q for the period ended March 31, 1998).
4.1 Form of Certificate for Shares of Common Stock (incorporated by
reference to Exhibit 4.3 to the S-1 Registration Statement).
4.2 Form of Certificate for Shares of 10 1/2% Series C Convertible
Preferred Stock (incorporated by reference to Exhibit 4.4 to the S-4
Registration Statement).
4.3 Rights Agreement, dated as of October 22, 1997, between the Company
and Continental Stock Transfer & Trust Company, as Rights Agent
(incorporated by reference to Exhibit 1 to the Form 8-A).
4.4 Form of Right Certificate (incorporated by reference to Exhibit B to
Exhibit 1 to the Form 8-A).
Exhibit Description
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4.5 Indenture, dated as of November 26, 1997, between the Company and IBJ
Schroder Bank & Trust Company, as Trustee (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form S-3
(File No. 333-34769) (the "Units Registration Statement")).
4.6 Form of Note (incorporated by reference to Exhibit 4.2 to the Units
Registration Statement).
4.7 Pledge Agreement, dated as of November 26, 1997, between the Company,
as Pledgor, and IBJ Schroder Bank & Trust Company, as Collateral
Agent (incorporated by reference to Exhibit 4.5 to the Units
Registration Statement).
4.8 Warrant Agreement, dated as of November 26, 1997, between the Company
and IBJ Schroder Bank & Trust Company, as Warrant Agent (incorporated
by reference to Exhibit 4.3 to the Units Registration Statement).
4.9 Form of Warrant (incorporated by reference to Exhibit 4.4 to the
Units Registration Statement).
4.10 Form of Preferred Stock Warrant Agreement, dated as of April 9,1997,
between the Company and each Warrantholder thereof (incorporated by
reference to Exhibit 4.11 to the 1997 Form 10-K).
4.11 Form of Common Stock Purchase Warrant granted by the Company to
Everest Capital Master Fund, L.P. and to The Ravich Revocable Trust
of 1989 (incorporated by reference to Exhibit 4.12 to the 1997 Form
10-K).
10.1.1 Lease Agreement, dated October 20, 1992, between 22nd & K Street
Office Building Limited Partnership and the Company (incorporated by
reference to Exhibit 10.3 to the S-1 Registration Statement).
**10.1.2 Lease Agreement, dated as of March 31, 1998, between Rock-McGraw,
Inc. and the Company.
10.2.1 Engagement Letter Agreement, dated November 18, 1992, between the
Company and Batchelder & Partners, Inc. (incorporated by reference to
Exhibit 10.4 to the S-1 Registration Statement).
10.2.2 Engagement Termination Letter Agreement, dated December 4, 1997,
between the Company and Batchelder & Partners, Inc. (incorporated by
reference to Exhibit 10.2.2 to the 1997 Form 10-K).
*10.3.1 Proprietary Information and Non-Competition Agreement, dated February
9, 1993, for Robert D. Briskman (incorporated by reference to Exhibit
10.8.1 to the S-1 Registration Statement).
Exhibit Description
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*10.3.2 Amendment No. 1 to Proprietary Information and Non Competition
Agreement between the Company and Robert D. Briskman (incorporated by
reference to Exhibit 10.8.2 to the S-1 Registration Statement.)
+10.4 Amended and Restated Contract, dated as of June 30, 1998, between the
Company and Space Systems/Loral, Inc. (filed herewith).
10.5 Assignment of Technology Agreement, dated April 15, 1993, between
Robert D. Briskman and the Company (incorporated by reference to
Exhibit 10.10 to the S-1 Registration Statement).
*10.6.1 Amended and Restated Option Agreement between the Company and Robert
D. Briskman (incorporated by reference to Exhibit 10.13 to the S-1
Registration Statement).
*10.6.2 Stock Option Agreement, dated as of October 15, 1997, between the
Company and Robert D. Briskman (incorporated by reference to Exhibit
10.6.2 to the 1997 Form 10-K).
*10.7.1 Employment and Noncompetition Agreement between the Company and David
Margolese (incorporated by reference to Exhibit 10.18.1 to the S-1
Registration Statement).
*10.7.2 First Amendment to Employment Agreement between the Company and David
Margolese (incorporated by reference to Exhibit 10.18.2 to the S-1
Registration Statement).
*10.8.1 Employment and Noncompetition Agreement between the Company and
Robert D. Briskman (incorporated by reference to Exhibit 10.19.1 to
the S-1 Registration Statement).
*10.8.2 First Amendment to Employment Agreement between the Company and
Robert D. Briskman (incorporated by reference to Exhibit 10.19.2 to
the S-1 Registration Statement).
*10.8.3 Second Amendment to Employment Agreement between the Company and
Robert D. Briskman (incorporated by reference to Exhibit 10.12.3 to
the 1996 Form 10-K).
*10.9 Employment and Noncompetition Agreement, dated as of July 10, 1997,
between the Company and Andrew J. Greenebaum (incorporated by
reference to Exhibit 10.10 to the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1997).
Exhibit Description
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*10.10 Employment and Noncompetition Agreement, dated as of April 16, 1997,
between the Company and Joseph S. Capobianco (incorporated by
reference to Exhibit 10.17 to the Company's Quarterly Report on Form
10-Q/A for the period ended March 31, 1997).
*10.11.1 Employment and Noncompetition Agreement, dated as of April 28, 1997,
between the Company and Keno V. Thomas (incorporated by reference to
Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q/A for
the period ended March 31, 1997).
* **10.11.2 Separation Agreement, dated as of July 6, 1998, between the Company
and Keno V. Thomas.
* **10.12 Employment and Noncompetition Agreement, dated as of May 18, 1998,
between the Company and Patrick L. Donnelly.
10.13 Registration Agreement, dated January 2, 1994, between the Company
and M.A. Rothblatt and B.A. Rothblatt (incorporated by reference to
Exhibit 10.20 to the S-1 Registration Statement).
*10.14 1994 Stock Option Plan (incorporated by reference to Exhibit 10.21 to
the S-1 Registration Statement).
*10.15 Amended and Restated 1994 Directors' Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
10.16.1 Option Agreement, dated as of October 21, 1992, between the Company
and Batchelder & Partners, Inc. (incorporated by reference to Exhibit
10.24 to the S-1 Registration Statement).
**10.16.2 Form of Option Agreement, dated as of December 29, 1997, between the
Company and each Optionee.
10.17 Settlement Agreement, dated as of April 1, 1994, among the Company,
M.A. Rothblatt, B.A. Rothblatt and Marcor, Inc. (incorporated by
reference to Exhibit 10.27 to the S-1 Registration Statement).
*10.18 1995 Stock Compensation Plan (incorporated by reference to Exhibit
10.37 to the Annual Report on Form 10-K for the year ended December
31, 1995).
10.19.1 Preferred Stock Investment Agreement dated October 23, 1996 between
the Company and certain investors (incorporated by reference to
Exhibit 10.24 to the 1996 Form 10-K).
10.19.2 First Amendment to Preferred Stock Investment Agreement dated March
7, 1997 between the Company and certain investors (incorporated by
reference to Exhibit 10.24.1 to the 1996 Form 10-K).
Exhibit Description
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10.19.3 Second Amendment to Preferred Stock Investment Agreement dated March
14, 1997 between the Company and certain investors (incorporated by
reference to Exhibit 10.24.2 to the 1996 Form 10-K).
10.20 Stock Purchase Agreement, dated as of August 5, 1997, between the
Company, David Margolese and Loral Space & Communications Ltd.
(incorporated by reference to Exhibit 99.1 to the Company's Current
Report on Form 8-K, filed with the Commission on August 19, 1997).
**10.21 Letter, dated May 29, 1998, terminating Launch Services Agreement
dated July 22, 1997 between the Company and Arianespace S.A.;
Arianespace Customer Loan Agreements dated July 22, 1997 for Launches
#1 and #2 between the Company and Arianespace Finance S.A.; and the
Multiparty Agreements dated July 22, 1997 for Launches #1 and #2
among the Company, Arianespace S.A. and Arianespace Finance S.A.
**10.22 Credit Agreement, dated as of June 30, 1998, among the Company, the
financial institutions from time to time parties thereto and Bank of
America National Trust and Savings Association, as Administrative
Agent.
**10.23 Pledge Agreement, dated as of June 30, 1998, made by the Company in
favor of Bank of America National Trust and Savings Association, as
Administrative Agent.
10.24 Summary Term Sheet/Commitment, dated June 15, 1997, among the Company
and Everest Capital International, Ltd., Everest Capital Fund, L.P.
and The Ravich Revocable Trust of 1989 (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K, filed with
the Commission on July 8, 1997).
10.25.1 Engagement Letter Agreement, dated June 14, 1997, between the Company
and Libra Investments, Inc. (incorporated by reference to Exhibit
10.26.1 to the 1997 Form 10-K).
10.25.2 Engagement Termination Letter Agreement, dated August 6, 1997,
between the Company and Libra Investments, Inc. (incorporated by
reference to Exhibit 10.26.1 to the 1997 Form 10-K).
10.26 Engagement Letter Agreement dated October 8, 1997, between the
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(incorporated by reference to Exhibit 10.27 to the 1997 Form 10-K).
Exhibit Description
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+10.27 Radio License Agreement, dated January 21, 1998 between the Company
and Bloomberg Communications Inc. (incorporated by reference to
Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1998).
+10.28 Agreement, dated April 24, 1998, between Lucent Technologies Inc. and
the Company (filed herewith).
**27.1 Financial Data Schedule.
* This document has been identified as a management contract or compensatory
plan or arrangement.
** Previously filed.
+ Portions of these exhibits, which are incorporated by reference, have been
omitted pursuant to an Application for Confidential treatment filed by the
Company with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.