AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2002
REGISTRATION NO. 333-88755
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECHOSTAR COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0336997
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5701 South Santa Fe Drive
Littleton, Colorado 80120
(303) 723-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
------------------------------------------
David K. Moskowitz, Esq.
Senior Vice President, General Counsel and Secretary
EchoStar Communications Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120
(303) 723-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Raymond L. Friedlob, Esq.
John W. Kellogg, Esq.
RaLea Sluga, Esq.
Friedlob Sanderson Paulson & Tourtillott, LLC
1775 Sherman Street, Twenty-First Floor
Denver, Colorado 80203
(303) 571-1400
------------------------------------------
Approximate date of commencement of proposed sale to the public: This
post-effective amendment deregisters those shares of class A common stock that
remain unsold hereunder as of the date hereof.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please the following box. [ ]
DEREGISTRATION OF SECURITIES
On October 12, 1999, EchoStar Communications Corporation, a Nevada
corporation ("ECC") filed a registration statement on Form S-3 (Commission file
No. 333-88755)(the "Registration Statement") for purposes of registering
17,206,232 shares of ECC's class A common stock (the "Shares"). On October 29,
1999, ECC filed an amendment to the Registration Statement revising the number
of Shares registered to be 34,412,464 shares of class A common stock . On
October 29, 1999, the Securities and Exchange Commission declared the
Registration Statement effective. Since that time and from time to time, ECC has
filed prospectus supplements under the Registration Statement to reflect an
underwritten offer of 12,000,000 of the Shares and recent developments.
Pursuant to the terms of the Registration Rights Agreement that
required ECC to file the Registration Statement, ECC is no longer required to
keep the Registration Statement effective. Accordingly, this Post-Effective
Amendment No. 1 to the Registration Statement is being filed to deregister, as
of the date hereof, all of the Shares that remain unsold under the Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Littleton,
State of Colorado on February 20, 2002.
ECHOSTAR COMMUNICATIONS CORPORATION
By: /s/Michael R. McDonnell
------------------------
Michael R. McDonnell
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Charles W. Ergen* Chairman and Chief Executive Officer February 20, 2002
-------------------- (Principal Executive Officer)
Charles W. Ergen
/s/ Michael R. McDonnell Chief Financial Officer February 20, 2002
----------------------- (Principal Financial Officer)
Michael R. McDonnell
/s/ Cantey M. Ergen Director February 20, 2002
------------------
Cantey M. Ergen
/s/ David K. Moskowitz Director February 20, 2002
----------------------
David K. Moskowitz
/s/ Raymond L. Friedlob* Director February 20, 2002
-----------------------
Raymond L. Friedlob
/s/ O. Nolan Daines* Director February 20, 2002
-------------------
O. Nolan Daines
/s/ James DeFranco* Director February 20, 2002
------------------
James DeFranco
/s/ Peter A. Dea Director February 20, 2002
---------------
Peter A. Dea
/s/ Jean-Marie Messier Director February 20, 2002
---------------------
Jean-Marie Messier
*/s/ David K. Moskowitz February 20, 2002
----------------------
David K. Moskowitz
Attorney-in-Fact