UNITED STATES
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): May 16, 2011 (May 12, 2011)
SIRIUS XM RADIO INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-34295
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52-1700207 |
| (State or other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
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| 1221 Avenue of the Americas, 36th Fl., New York, NY
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10020 |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 584-5100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On
May 12, 2011, Sirius XM reached an agreement to settle the pending case entitled, Carl
Blessing et al. v. Sirius XM Radio Inc.
Carl Blessing, a subscriber, filed a lawsuit against us in the United States District Court
for the Southern District of New York. Mr. Blessing and several other plaintiffs purport to
represent all subscribers who were subject to: an increase in the price for additional-radio
subscriptions from $6.99 to $8.99; the imposition of the US Music Royalty Fee; and the elimination
of our free streaming internet service. The suit claims that the pricing changes show that our
merger with XM lessened competition or led to a monopoly in violation of the Clayton Act and that
the merger led to monopolization in violation of the Sherman Act. Earlier the Court dismissed the
plaintiffs’ claims for breach of contract and granted our motion for summary judgment as to various
state law claims. Additional information on this action is contained in our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2011.
As part of the settlement, we have agreed that commencing on July 28, 2011, the date on which
our voluntary commitment not to raise rates on our basic satellite programming package is scheduled
to lapse, through December 31, 2011, we will not: raise the price of our basic satellite radio
service, our other programming packages or our internet streaming services; increase our US Music Royalty
Fee; or decrease our multi-radio discount. Existing subscribers will be allowed to renew their
current subscription plans at our current rates prior to December 31, 2011. Former subscribers who
terminated their subscriptions after July 29, 2009 and go to our website will be entitled to receive, at
their election, either: one month of our basic satellite radio service or one month of our
Internet streaming, at no charge. We have also agreed to pay the costs of providing notice to the
plaintiff class and not to oppose an application by counsel for the plaintiffs for reimbursement of
up to $13 million of their fees and expenses. The settlement does not require us to make any other
cash payments to the plaintiff class or counsel to the plaintiffs.
In connection with the settlement, we did not admit any wrongdoing, any violation of any
statute or law, or the truth of any claims or allegations of the plaintiffs. Despite our belief
that the claims asserted by the plaintiffs were untrue, we entered into this settlement
because we believe it was in the best interest of our stockholders to
avoid further legal expense and
inconvenience and eliminate the distraction of this protracted litigation.
The settlement is contingent upon approval by the United States District Court for the
Southern District of New York.
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