-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O9QK2j4ODzwYs1gNGL/HtrHCOwFa/JXAi090PNEK2P0Xyf0i+hDWFGgoOrp3pDLE VTIyL8Z8PfjzhUCXt7aUQw== 0000950133-96-001921.txt : 19960919 0000950133-96-001921.hdr.sgml : 19960919 ACCESSION NUMBER: 0000950133-96-001921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960918 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960918 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CD RADIO INC CENTRAL INDEX KEY: 0000908937 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 521700207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24710 FILM NUMBER: 96631859 BUSINESS ADDRESS: STREET 1: 1001 22ND ST NW 6TH FLR CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2022966192 MAIL ADDRESS: STREET 1: 1001 22ND STREET NW 6TH FLOOR CITY: WAHINGTON STATE: DC ZIP: 20037 8-K 1 CD RADIO INC. FORM 8-K. 1 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 (Date of earliest event reported) September 18, 1996 ------------------ CD RADIO INC. ---------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware ------------------------------------------------ (State or Other Jurisdiction of Incorporation) 0-24710 52-1700207 - ------------------------ ------------------------------- (Commission File Number) (IRS Employer Identification No.) Sixth Floor, 1001 22nd Street, N.W. Washington, D.C. 20037 - ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (202) 296-6192 --------------- -------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 5 Pages Exhibit Index is on Page 4 2 ITEM 5. OTHER EVENTS. CD Radio Inc. (the "Company") has received commitments of approximately $50 million for a private placement of convertible preferred securities, convertible into common stock at discounts to future market prices. The commitments are subject to certain conditions, including conditions related to the licensing of the Company by the Federal Communications Commission to provide a digital audio radio service and to the preparation and execution of definitive documentation with respect to the transaction, and contains certain limitations on the Company's use of proceeds. There can be no assurance that the Company will receive a digital audio radio license, or that commitments will not be modified, withdrawn or terminated, or that the sale of any or all of the issue will be completed. These securities have not been registered under the Securities Act of 1933 or any state securities law, and may not be offered or sold without registration or pursuant to a valid exemption from registration. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99 Press release dated September 18, 1996 Page 2 of 5 Pages 3 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. CD RADIO INC. September 18, 1996 By /s/ DAVID MARGOLESE - ---------------------------- --------------------------------- Date David Margolese Chairman of the Board and Chief Executive Officer Page 3 of 5 Pages 4 Exhibit Index
Exhibit Number Exhibit Page - ------- ------- ---- 99 Press release dated September 18, 1996 5
Page 4 of 5 Pages EX-99 2 PRESS RELEASE DATED SEPTEMBER 18, 1996. 1 [CD RADIO LETTERHEAD] FOR IMMEDIATE RELEASE CD RADIO PRIVATE PLACEMENT Washington, D.C. - Sept. 18, 1996 - CD Radio Inc. (Nasdaq: CDRD) announced today that it has received commitments of approximately $50 million for a private placement of convertible preferred securities, convertible into common stock at discounts to future market prices. The commitments are subject to certain conditions, including conditions related to the licensing of the Company by the Federal Communications Commission to provide a digital audio radio service and to the preparation and execution of definitive documentation with respect to the transaction, and contains certain limitations on the Company's use of proceeds. There can be no assurance that the Company will receive a digital audio radio license, or that commitments will not be modified, withdrawn or terminated, or that the sale of any or all of the issue will be completed. These securities have not been registered under the Securities Act of 1933 or any state securities law, and may not be offered or sold without registration or pursuant to a valid exemption from registration. CD Radio is the world leader in the emerging satellite radio broadcasting industry. The Company is engaged in the development of a subscription based satellite radio system for the delivery of 30 channels of commercial-free, compact disc quality music to be broadcast directly to motorists throughout the United States. For Further Information Contact: David Margolese (202) 296-6192 -----END PRIVACY-ENHANCED MESSAGE-----