S-8 1 dish-20230519xs8.htm S-8

As filed with the Securities and Exchange Commission on May 19, 2023

Registration No. 333-[              ]



Washington, D.C. 20549




(Exact name of issuer as specified in its charter)



(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard

Englewood, Colorado


(Address of principal executive offices)

(Zip code)

Amended and Restated DISH Network Corporation Employee Stock Purchase Plan
(Full title of Plans)

Timothy Messner
Executive Vice President, General Counsel and Corporate Secretary
DISH Network Corporation
9601 S. Meridian Blvd.
Englewood, Colorado 80112
(303) 723-1000
(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer
(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


This Registration Statement on Form S-8 is being filed by the Registrant for the purpose of registering an additional 3,000,000 shares of the Registrant’s Class A Common Stock to be issued pursuant to the Registrant’s Amended and Restated Employee Stock Purchase Plan. Accordingly, the contents of the previous Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on September 30, 1997 (File No. 333-36791), August 14, 2006 (File No. 333-136603), May 22, 2009 (File No. 333-159461) (as amended by the post-effective amendment on June 29, 2018 (File No. 333-159461)) and March 30, 2020 (File No. 333-237478) (collectively, the “Prior Registration Statements”) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.


Item 3.Incorporation of Documents by Reference

In addition to the Prior Registration Statements, the following documents, which have heretofore been filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:

(a)The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022;
(b)The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 17, 2023;
(c)The Registrant’s Quarterly Report on Form 10-Q for its quarter year ended March 31, 2023;
(d)The Registrant’s Current Reports on Form 8-K filed on February 28, 2023, and May 1, 2023; and
(e)The description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A, declared effective June 20, 1995 by the SEC, pursuant to Section 12 of the Exchange Act.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement on Form S-8 and prior to such time as the Registrant files a post-effective amendment to this Registration Statement on Form S-8 that indicates that all securities offered hereby have been sold, or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such reports and documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently-filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 5.Interests of Named Experts and Counsel

The validity of the securities being registered hereunder is being passed upon for the Registrant by Timothy A. Messner, Executive Vice President, General Counsel and Corporate Secretary of the Registrant. As of May 19, 2023, Mr. Messner owned, directly and indirectly, 99,988 shares of Class A Common Stock which includes the right to acquire 96,335 additional shares of the Registrant’s Class A Common Stock within 60 days of May 19, 2023.

The consolidated financial statements of the Registrant as of December 31, 2022 and 2021, and for each of the years in the three-year period ended December 31, 2022, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2022, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.


Item 8.Exhibits




Composite Amended and Restated Articles of Incorporation of DISH Network Corporation (incorporated by reference to Exhibit 3.1(b) on the Annual Report on Form 10-K of DISH Network Corporation for the year ended December 31, 2022).


Amended and Restated Bylaws of DISH Network Corporation (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of DISH Network Corporation filed November 7, 2019, Commission File No. 0-26176).


DISH Network Corporation Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 17, 2023).


Opinion of Timothy A. Messner (opinion re: legality)*


Consent of Timothy A. Messner (included in Exhibit 5.1 hereto)*


Consent of KPMG LLP*


Powers of Attorney (set forth on the signature page of this Registration Statement)*


Filing Fee Table*

* Filed herewith



Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on May 19, 2023.



/s/ Timothy A. Messner

Timothy A. Messner

Executive Vice President, General Counsel and Corporate Secretary

(Duly Authorized Officer)


KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy A. Messner as the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including without limitation, post-effective amendments) or supplements thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants unto the attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully as to all intents and purposes as the undersigned might or could do in person, thereby ratifying and confirming all that the attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.




/s/ W. Erik Carlson​ ​

W. Erik Carlson

President, Chief Executive Officer and Director

(Chief Executive Officer)

May 19, 2023

/s/ Paul W. Orban​ ​

Paul W. Orban

Executive Vice President and Chief Financial Officer

(Chief Financial Officer)

May 19, 2023

/s/ Charles W. Ergen​ ​

Charles W. Ergen

Chairman of the Board

May 19, 2023

/s/ Kathleen Q. Abernathy​ ​

Kathleen Q. Abernathy


May 19, 2023

/s/ George R. Brokaw​ ​

George R. Brokaw


May 19, 2023

/s/ Stephen J. Bye​ ​

Stephen J. Bye


May 19, 2023

/s/ James DeFranco​ ​

James DeFranco


May 19, 2023

/s/ Cantey M. Ergen​ ​

Cantey M. Ergen


May 19, 2023

/s/ Tom A. Ortolf​ ​

Tom A. Ortolf


May 19, 2023

/s/ Joseph T. Proietti​ ​

Joseph T. Proietti


May 19, 2023