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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): May 20, 2003
SIRIUS SATELLITE RADIO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-24710 52-1700207
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1221 Avenue of the Americas, 36th Fl., New York, NY 10020
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 584-5100
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Item 5. Other Events.
On May 20, 2003, we entered into a Terms Agreement, which
incorporated the terms of the Company's Form Underwriting Agreement
(previously filed as an exhibit to our Registration Statement on Form S-3
(File No. 333-64344)) dated May 20, 2003 with Morgan Stanley & Co.
Incorporated and UBS Warburg LLC (the "Terms Agreement"). Pursuant to the
Terms Agreement, we issued $175,000,000 aggregate principal amount of our
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3-1/2% Convertible Notes due 2008 (the "Notes") under our Registration Statement
on Form S-3 (File No. 333-64344) on May 23, 2003. On May 30, 2003, we issued
an additional $26,250,000 aggregate principal amount of the Notes pursuant to
an overallotment option granted to the underwriters in the Terms Agreement.
The Notes were issued under an Indenture, dated as of May 23, 2003,
between ourselves and The Bank of New York, as trustee and a Supplemental
Indenture, dated as of May 23, 2003, between ourselves and The Bank of New
York, as trustee.
Copies of the Terms Agreement, the Indenture and the Supplemental
Indenture are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively,
and are incorporated herein by reference in their entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The Exhibit Index attached hereto is incorporated herein.
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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 thereunto duly authorized.
SIRIUS SATELLITE RADIO INC.
By: /s/ Patrick L. Donnelly
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Patrick L. Donnelly
Executive Vice President,
General Counsel and Secretary
Dated: May 30, 2003
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EXHIBIT INDEX
Exhibit Description of Exhibit
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99.1 Terms Agreement, incorporating the terms of the Company's
Form Underwriting Agreement (previously filed as an
exhibit to the Company's Registration Statement on Form
S-3 (File No. 333-64344)) dated May 20, 2003, between the
Company, Morgan Stanley & Co. Incorporated and UBS Warburg
LLC
99.2 Indenture, dated as of May 23, 2003, between the Company
and The Bank of New York, as trustee
99.3 Supplemental Indenture, dated as of May 23, 2003, between
the Company and The Bank of New York, as trustee
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