AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 2002
REGISTRATION NO. 333-31894
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 47/8% convertible subordinated notes
due 2007 and any shares of class A common stock into which such notes are
convertible 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 March 7, 2000, EchoStar Communications Corporation, a Nevada
corporation ("ECC") filed a registration statement on Form S-3 (Commission file
No. 333-31894)(the "Registration Statement") for purposes of registering
$1,000,000,000 aggregate principal amount of ECC's 4 7/8% convertible
subordinated notes due 2007 (the "Notes") and 11,003,521 shares of ECC's class A
common stock into which the Notes were convertible (the "Conversion Shares"). On
July 3, 2000, ECC filed an amendment to the Registration Statement revising the
number of Conversion Shares registered to be 22,0007,042 shares of class A
common stock. On July 5, 2000, 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 for the
benefit of holders of the Notes not previously included as a "Selling
Securityholder" under the Registration Statement.
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 Notes and Conversion 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 1, 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 1, 2002
---------------------------- (Principal Executive Officer)
Charles W. Ergen
/s/ Michael R. McDonnell Chief Financial Officer February 1, 2002
---------------------------- (Principal Financial Officer)
Michael R. McDonnell
/s/ Cantey M. Ergen Director February 1, 2002
----------------------------
Cantey M. Ergen
/s/ David K. Moskowitz Director February 1, 2002
----------------------------
David K. Moskowitz
/s/ Raymond L. Friedlob* Director February 1, 2002
----------------------------
Raymond L. Friedlob
/s/ O. Nolan Daines* Director February 1, 2002
----------------------------
O. Nolan Daines
/s/ James DeFranco* Director February 1, 2002
----------------------------
James DeFranco
/s/ Peter A. Dea Director February 1, 2002
----------------------------
Peter A. Dea
/s/ Jean-Marie Messier Director February 1, 2002
----------------------------
Jean-Marie Messier
*/s/ David K. Moskowitz February 1, 2002
----------------------------
David K. Moskowitz
Attorney-in-Fact