UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-24710
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SIRIUS SATELLITE RADIO INC.
(Exact name of registrant in its charter)
-------------
Delaware 52-1700207
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation of organization)
1221 Avenue of the Americas, 36th Floor
New York, New York 10020
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 584-5100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered:
-------------------- --------------------
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
On March 25, 2002, the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant, using the
closing price of the Registrant's common stock on such date, was $321,837,131.
The number of shares of the Registrant's common stock outstanding as of
March 25, 2002 was 76,588,797.
Documents Incorporated by Reference
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The following is certain biographical information concerning each of
our directors:
Leon D. Black, age 50, has been a director since June 2001. Mr. Black is
one of the founding principals of Apollo Advisors, L.P. which manages investment
capital on behalf of institutions. He is also the founder of Apollo Real Estate
Advisors, L.P. From 1977 to 1990, Mr. Black worked at Drexel Burnham Lambert
Incorporated, where he served as Managing Director, head of the Mergers &
Acquisitions Group and co-head of the Corporate Department. Mr. Black is a
director of Samsonite Corporation, Vail Resorts, Inc., Sequa Corporation,
United Rentals, Inc., Allied Waste Industries, Inc., AMC Entertainment Inc.
and Wyndham International, Inc. Mr. Black is a trustee of The Museum of Modern
Art, Mt. Sinai Hospital, The Metropolitan Museum, Lincoln Center for The
Performing Arts, Prep for Prep, The Jewish Museum, the Cardozo School of Law,
The Asia Society, Spence School and the Vail Valley Foundation.
Joseph P. Clayton, age 52, has served as our President and Chief
Executive Officer and a director since November 2001. Mr. Clayton served as Vice
Chairman of Global Crossing Ltd., a global internet and long distance services
provider, and President, Global Crossing North America, from September 1999
until November 2001. On January 28, 2002, Global Crossing Ltd. and certain of
its affiliates filed petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern District
of New York. From August 1997 to September 1999, Mr. Clayton was President and
Chief Executive Officer of Frontier Corporation, a Rochester-based national
provider of local telephone, long distance, data, conferencing and wireless
communications services, which was acquired by Global Crossing in September
1999. Prior to joining Frontier, Mr. Clayton was Executive Vice President,
Marketing and Sales -- Americas and Asia, of Thomson MultiMedia S.A., a leading
consumer electronics company. Mr. Clayton is a director of Global Crossing Ltd.,
Good Guys Inc. and Transcend Services Inc. He is also a trustee of Bellarmine
College and The Rochester Institute of Technology and a member of the advisory
board of the Indiana University School of Business.
Lawrence F. Gilberti, age 51, has been a director since September 1993
and served as our Secretary from November 1992 until May 1998. Since December
1992, he has been the Secretary and sole director, and from December 1992 to
September 1994 was the President, of Satellite CD Radio, Inc., our subsidiary
which holds our FCC license. Since June 2000, Mr. Gilberti has been a partner in
the law firm of Reed Smith LLP; from May 1998 through May 2000, he was of
counsel to that firm. From August 1994 to May 1998, Mr. Gilberti was a partner
in the law firm of Fischbein Badillo Wagner Harding. Mr. Gilberti has provided
legal services to us since 1992.
James P. Holden, age 50, has been a director since August 2001. From
October 1999 until November 2000, Mr. Holden was the President and Chief
Executive Officer of DaimlerChrysler Corporation, a subsidiary of
DaimlerChrysler AG, one of the world's largest automakers. Prior to being
appointed President in 1999, Mr. Holden held numerous senior positions within
DaimlerChrysler Corporation during his 19-year career at the company.
David Margolese, age 44, is our co-founder and has served as Chairman of
our board of directors since August 1993, as a director since 1991 and as our
Chief Executive Officer from 1993 to October 2001. Prior to his involvement with
us, Mr. Margolese co-founded Cantel Inc., Canada's national cellular telephone
carrier, which was acquired by Rogers Communications Inc. in 1989. He has been
inducted into NASA's Space Technology Hall of Fame and in 1999 was nominated by
the Harvard Business School as entrepreneur of the year.
1
Peter G. Peterson, age 75, has been a director since June 2001. Mr.
Peterson has been chairman of The Blackstone Group L.P., an investment bank,
since 1985. Prior to his involvement with Blackstone, Mr. Peterson served as
chairman and chief executive officer of Lehman Brothers, Kuhn, Loeb, Inc., the
investment bank, for eleven years. He was Secretary of Commerce in 1972 and 1973
after serving as Assistant to the President for International Economic Affairs
and Executive Director of the Council on Economic Policy in 1971 and 1972. Prior
to his government service, Mr. Peterson was with Bell & Howell Company for
thirteen years, beginning as an executive vice president and director and later
as chief executive officer. Mr. Peterson is a director of Sony Corp. He is
chairman of the board of The Federal Reserve Bank of New York, the Council on
Foreign Relations and Institute for International Economics, founding president
of The Concord Coalition and a trustee of the Committee for Economic
Development, the National Bureau of Economic Research and The Museum of Modern
Art. Mr. Peterson has been a director of 3M, RCA, General Foods, Federated
Department Stores, Continental Group, Black & Decker and Cities Services.
Joseph V. Vittoria, age 66, has been a director since April 1998. From
1997 until February 2000, Mr. Vittoria was Chairman and Chief Executive Officer
of Travel Services International, Inc., a travel services distributor. Mr.
Vittoria has been a member of the Board of Overseers of Columbia Business School
since 1988. From September 1987 to February 1997, Mr. Vittoria was the Chairman
and Chief Executive Officer of Avis Inc., one of the world's largest rental car
companies. Mr. Vittoria is a director of ResortQuest International, Inc. and is
Chairman of Transmedia Asia Pacific, Inc. and Puradyn Filter Technologies, Inc.
Board Governance and Operations
The business and affairs of Sirius are managed by or under the
direction of our board of directors. Our board includes a majority of
non-employee directors.
Our board reaffirms its accountability to stockholders through the
annual election process. All directors stand for election annually.
Our board reviews and ratifies senior management selection and
compensation, monitors overall corporate performance and ensures the integrity
of our financial controls. Our board of directors also oversees our strategic
and business planning processes.
Meetings of the Board of Directors
During the fiscal year ended December 31, 2001, there were twelve
meetings of our board of directors, and the board took action three times by
written consent in lieu of meetings. Each director attended more than 75% of the
total number of meetings of the board and meetings held by all committees on
which he served.
Committees of the Board of Directors
Our board of directors maintains two standing committees, an Audit
Committee and a Compensation Committee. The board of directors does not maintain
a Nominating Committee. The following table shows the present members of each
committee, the number of committee meetings held during 2001 and the functions
performed by each committee:
2
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Committee Functions
-------------------------------------------------------------------------------------------------
Audit o Recommends to the board the selection of
Meetings: Three independent accountants
o Reviews reports of independent accountants
Members: o Reviews and approves the scope and cost of all
Lawrence F. Gilberti services (including non-audit services) provided by
James P. Holden the firm selected to conduct the audit
Joseph V. Vittoria* o Monitors the effectiveness of the audit process
o Reviews adequacy of financial and operating
controls
o Monitors corporate compliance program
-------------------------------------------------------------------------------------------------
Compensation o Reviews and approves salaries and other
Meetings: Three compensation matters for executive officers
o Administers stock option program, including
Members: grants of options to executive officers under our
Lawrence F. Gilberti* stock option plans
Peter G. Peterson
Joseph V. Vittoria
-------------------------------------------------------------------------------------------------
* Chairperson
Directors' Compensation
Prior to his resignation as our Chief Executive Officer, Mr. Margolese
received no additional compensation for serving on our board of directors. On
the date of Mr. Margolese's resignation, we entered into an agreement with him
relating to his continuing responsibilities as non-executive Chairman of our
board of directors. Pursuant to this agreement, Mr. Margolese receives, at the
discretion of our board of directors, a fee of $200,000 per year for serving as
non-executive Chairman of our board of directors.
Mr. Clayton receives no additional compensation for serving on our board
of directors.
Each non-employee director, including Mr. Margolese, is entitled to
receive options to purchase 10,000 shares of common stock on the business day
following our annual meeting of stockholders. The exercise price for such
options is the fair market value of our common stock on the date of grant.
During 2001, Mr. Black and Mr. Peterson waived their right to receive stock
options for service on our board of directors. Mr. Holden received an option to
purchase up to 30,000 shares of common stock upon becoming a director in August
2001.
Non-employee directors are also reimbursed for reasonable travel expenses
incurred in attending meetings of our board of directors and its committees.
3
Item 11. Executive Compensation
The table below shows the compensation for the last three years for our
President and Chief Executive Officer and the five next highest paid executive
officers at the end of 2001.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Number of
Restricted Securities
Annual Compensation Stock Underlying All Other
Name and Principal Salary Bonus Other Annual Awards Options Compensation
Position Year ($) ($) Compensation ($) (#) ($)(1)
-------------------------- ------- ---------- --------- -------------- ------------ ------------- --------------
Joseph P. Clayton (2) ... 2001 61,538 -- -- -- 750,000 --
President and Chief 2000 -- -- -- -- -- --
Executive Officer 1999 -- -- -- -- -- --
David Margolese (3)...... 2001 435,417 -- 6,066(4) -- 1,500,000 10,500
Chairman of the Board 2000 500,000 500,000(5) -- -- -- 10,500
and Chief Executive 1999 450,000 -- -- -- 2,500,000 10,000
Officer
John J. Scelfo (6) ...... 2001 225,000 225,000 -- -- 300,000 10,500
Executive Vice 2000 -- -- -- -- -- --
President and Chief 1999 -- -- -- -- -- --
Financial Officer
Patrick L. Donnelly ..... 2001 325,000 225,000 -- -- 100,000 10,500
Executive Vice 2000 310,417 323,000(5) -- -- 75,000 10,500
President, General 1999 277,500 -- -- -- 215,000 10,000
Counsel and Secretary
Michael S. Ledford (7) .. 2001 99,167 100,000 -- 200,000(8) 300,000 --
Senior Vice President, 2000 -- -- -- -- -- --
Engineering 1999 -- -- -- -- -- --
Joseph S. Capobianco..... 2001 291,667 75,000 -- -- -- 10,500
Senior Vice President, 2000 269,135 275,000(5) -- -- 50,000 10,500
Content 1999 241,667 -- -- -- 100,000 10,000
--------------
(1) Represents matching contributions by us under our 401(k) Savings Plan.
These amounts were paid in the form of common stock.
(2) Mr. Clayton became our President and Chief Executive Officer on November
26, 2001.
(3) Mr. Margolese's service as our Chief Executive Officer was terminated on
October 16, 2001. Mr. Margolese remains a director and non-executive
Chairman of our board of directors.
(4) Represents commuting costs reimbursed by us.
(5) In February 2000, we also paid Mr. Margolese a bonus of $500,000, Mr.
Capobianco a bonus of $150,000 and Mr. Donnelly a bonus of $290,000. Each
of these bonuses was awarded by our board of directors in recognition of
the executive's efforts in securing our alliances with DaimlerChrysler and
BMW.
(6) Mr. Scelfo became our Executive Vice President and Chief Financial Officer
in April 2001.
(7) Mr. Ledford became our Senior Vice President, Engineering, on September
17, 2001.
(8) On September 17, 2001, we granted Mr. Ledford 50,000 restricted shares of
our common stock. The restrictions applicable to these shares of common
stock lapse in equal increments over the next four years.
Amount represents the value of the restricted stock (calculated by
multiplying the closing price of our common stock on September 17, 2001,
$4.00 per share, by the number of shares awarded, 50,000).
4
The following table sets forth certain information for the fiscal year
ended December 31, 2001, with respect to options granted to individuals named in
the Summary Compensation Table above.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
Number of at Assumed Annual Rates
Options % of Total Exercise of Stock Price Appreciation
Granted Options Granted Price Expiration ----------------------------
Name (#) to Employees ($/Share) Date 5% ($) 10% ($)
------- ------------- ------------------ ------------ ------------- --------------- ------------
Joseph P. Clayton........ 750,000 17.7% 5.25 11/26/11 2,476,273 6,275,361
David Margolese.......... 1,500,000 35.4% 12.67 05/11/11 11,952,142 30,289,075
John J. Scelfo........... 300,000 7.1% 6.91 04/04/11 1,303,699 3,303,828
Patrick L. Donnelly...... 100,000 2.4% 7.61 05/01/11 478,589 1,212,838
Michael S. Ledford....... 300,000 7.1% 4.00 09/17/11 754,674 1,912,491
Joseph S. Capobianco..... -- -- -- -- -- --
--------------
The following table sets forth certain information with respect to the
number of shares covered by both exercisable and unexercisable stock options
held by the individuals named in the Summary Compensation Table as of December
31, 2001. Also reported are the values for "in-the-money" stock options that
represent the positive spread between the respective exercise prices of
outstanding stock options and the fair market value of our common stock as of
December 31, 2001 ($11.63 per share).
Number of Securities
No. of Underlying Unexercised Value of Unexercised
Shares Options at Fiscal Year In-the-Money Options at
Acquired on End (#) Fiscal Year End ($)
Exercise Value Realized --------------------------- ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------- ------------- --------------- ------------- ------------- ------------- -------------
Joseph P. Clayton (1) ... -- -- 750,000 -- 4,785,000 --
David Margolese.......... -- -- 4,700,000 -- 3,216,000 --
John J. Scelfo........... -- -- 75,000 225,000 354,000 1,062,000
Patrick L. Donnelly...... -- -- 500,000 -- 2,054,000 --
Michael S. Ledford....... -- -- -- 300,000 -- 2,289,000
Joseph S. Capobianco..... -- -- 131,500 118,500 543,095 489,405
--------------
(1) Under his employment agreement, we are obligated to issue Mr. Clayton
options to purchase up to 750,000 shares of our common stock at an
exercise price of $5.25 per share on each of November 26, 2002, November
26, 2003 and November 26, 2004. These options will be exercisable on the
date of grant.
The following table sets forth certain information with respect to stock
options held by our executive officers that were repriced during the year ended
December 31, 2001.
5
10-YEAR OPTION REPRICINGS
Number of
Securities Market
Underlying Price of Exercise
Options Stock at Price at
Repriced or Time of Time of
Amended Repricing Repricing
Name Date (#) or or
---- ---- --- Amendment Amendment
($)(1) ($)
------ ---
Patrick L. Donnelly April 9, 2001 110,000 $7.60 $33.50
Executive Vice President, 90,000 $7.60 $23.75
General Counsel and Secretary 125,000 $7.60 $30.50
25,000 $7.60 $40.875
50,000 $7.60 $21.50
Joseph S. Capobianco April 9, 2001 50,000 $7.60 $13.00
Senior Vice President, 25,000 $7.60 $15.375
Content 25,000 $7.60 $14.50
40,000 $7.60 $23.75
60,000 $7.60 $30.50
50,000 $7.60 $21.50
Length of
New Original Option
Exercise Term Remaining
Price at Date of
Name ($) Repricing or
---- --- Amendment
---------
Patrick L. Donnelly $7.50 7 years, 1 month
Executive Vice President, $7.50 7 years, 11 months
General Counsel and Secretary $7.50 8 years, 8 months
$7.50 8 years, 9 months
$7.50 9 years, 8 months
Joseph S. Capobianco $7.50 6 years
Senior Vice President, $7.50 7 years
Content $7.50 7 years
$7.50 8 years, 2 months
$7.50 8 years, 8 months
$7.50 9 years, 8 months
-----------
(1) The revised exercise was determined by the Compensation Committee of our
board of directors based on the five day average of our common stock
immediately prior to the repricing.
Employment Agreements
We are a party to an employment agreement with Joseph P. Clayton, Guy D.
Johnson, John J. Scelfo, Patrick L. Donnelly, Joseph S. Capobianco and Michael
S. Ledford.
6
Joseph P. Clayton
On November 26, 2001, we entered into an employment agreement with
Joseph P. Clayton to serve as our President and Chief Executive Officer for
three years. This agreement provides for an annual base salary of $600,000,
subject to increase from time to time by our board of directors. We have also
agreed to reimburse Mr. Clayton for the reasonable costs of an apartment in New
York City and for the reasonable costs of commercial travel to and from his home
in Rochester, New York, to our headquarters in New York City. Mr. Clayton is
guaranteed a bonus in 2002 in an amount at least equal to 50% of his base
salary, and may earn a bonus in an amount greater than this, based upon
performance criteria to be established by our board of directors. In connection
with this agreement, we agreed to grant Mr. Clayton options to purchase
3,000,000 shares of our common stock at $5.25 per share. 750,000 of these
options were issued and became exercisable on November 26, 2001. The remaining
options will be issued and become exercisable in increments of 750,000 on
November 26, 2002, November 26, 2003 and November 26, 2004.
Under the terms of this agreement, if Mr. Clayton's employment is
terminated without cause or he terminates his employment for good reason (as
defined in the employment agreement), then he is entitled to receive a lump sum
amount equal to (1) his base salary in effect from the termination date through
December 31, 2004 and (2) any annual bonuses, at a level equal to 75% of his
base salary, that would have been customarily paid during the period from the
termination date through December 31, 2004; provided that in no event shall this
amount be less than 1.75 times his base salary. In the event Mr. Clayton's
employment is terminated without cause or he terminates his employment for good
reason, we are also obligated to continue his medical and life insurance
benefits until December 31, 2004.
If, following the occurrence of a "change of control", Mr. Clayton is
terminated without cause or he terminates his employment for good reason, we are
obligated to pay to Mr. Clayton an amount equal to 5.25 times his base salary
and continue his medical and life insurance benefits until the third anniversary
of his termination date. If, in the opinion of a nationally selected accounting
firm, a "change of control" would require Mr. Clayton to pay an excise tax under
the United States Internal Revenue Code on any amounts received by him, we have
agreed to pay Mr. Clayton the amount of such taxes and such additional amount as
may be necessary to place him in the exact same financial position that he would
have been in if the excise tax was not imposed. Under the terms of the
employment agreement, Mr. Clayton may not disclose any of our proprietary
information or, during his employment with us and for three years thereafter,
engage in any business involving the transmission of radio entertainment
programming in North America.
Guy D. Johnson
On January 7, 2002, we entered into an employment agreement with Guy D.
Johnson to serve as our Executive President, Sales and Marketing, for three
years. This agreement provides for an annual base salary of $400,000, subject to
increase from time to time by our board of directors. We have also agreed to
reimburse Mr. Johnson for his living expenses in New York City, up to $6,000 per
month, and for the reasonable costs of commercial travel to and from his home in
British Columbia to our headquarters in New York City. Mr. Johnson is guaranteed
a bonus in 2002 in an amount at least equal to 50% of his base salary, and may
earn a bonus in an amount greater than this, based upon performance criteria to
be established by our board of directors. In connection with this agreement, we
agreed to grant Mr. Johnson options to purchase 500,000 shares of our common
stock at $9.46 per share. Options with respect to 125,000 of these shares became
exercisable immediately. The remaining options become exercisable in increments
of 125,000 on January 7, 2003, January 7, 2004 and January 7, 2005. We also
granted Mr. Johnson 100,000 restricted shares of common stock. The restrictions
applicable to 34,000 of these shares will lapse on January 7, 2003 if the
average price of our common stock during the twenty trading days preceding
7
January 7, 2003 equals or exceeds $15.00; the restrictions applicable to 33,000
of these shares will lapse on January 7, 2004 if the average price of our common
stock on the twenty trading days preceding January 7, 2004 equals or exceeds
$20.00; and the restrictions applicable to the remaining 33,000 shares will
lapse on January 7, 2005 if the average price of our common stock on the twenty
trading days preceding January 7, 2005 equals or exceeds $25.00. Any shares of
restricted stock which do not vest on January 7, 2003, January 7, 2004 or
January 7, 2005 will be forfeited.
Under the terms of this agreement, if Mr. Johnson's employment is
terminated without cause or he terminates his employment for good reason (as
defined in the employment agreement), then he is entitled to receive a lump sum
amount equal to (1) his base salary in effect from the termination date through
January 6, 2005 and (2) any annual bonuses, at a level equal to 75% of his base
salary, that would have been customarily paid during the period from the
termination date through January 6, 2005; provided that in no event shall this
amount be less than 1.00 times his base salary. In the event Mr. Johnson's
employment is terminated without cause or he terminates his employment for good
reason, we are also obligated to continue his medical and life insurance
benefits until January 6, 2005.
If, following the occurrence of a "change of control", Mr. Johnson is
terminated without cause or he terminates his employment for good reason, we are
obligated to pay to Mr. Johnson an amount equal to 1.75 times his base salary
and continue his medical and life insurance benefits until the third anniversary
of his termination date. If, in the opinion of a nationally selected accounting
firm, a "change of control" would require Mr. Johnson to pay an excise tax under
the United States Internal Revenue Code on any amounts received by him, we have
agreed to pay Mr. Johnson the amount of such taxes and such additional amount as
may be necessary to place him in the exact same financial position that he would
have been in if the excise tax was not imposed.
Under the terms of the agreement, Mr. Johnson may not disclose any of our
proprietary information or, during his employment with us and for two years
thereafter, engage in any business involving the transmission of radio
entertainment programming in North America.
John J. Scelfo
On March 7, 2001, we entered into an employment agreement with John J.
Scelfo to serve as our Executive Vice President and Chief Financial Officer for
three years. This agreement provides for an annual base salary of $300,000,
subject to increase from time to time by our board of directors. In connection
with this agreement, we granted Mr. Scelfo options to purchase 300,000 shares of
our common stock at $6.91 per share. Options with respect to 150,000 shares
became exercisable on October 4, 2001 and April 4, 2002, and the remaining
options become exercisable in increments of 75,000 on October 4, 2002 and April
4, 2003.
Under the terms of this agreement, if Mr. Scelfo's employment is
terminated without cause or he terminates his employment for good reason (as
defined in the employment agreement), we are obligated to pay Mr. Scelfo an
amount equal to the sum of his annual salary and the annual bonus last paid to
him.
If, in the opinion of a nationally selected accounting firm, a "change of
control" would require Mr. Scelfo to pay an excise tax under the United States
Internal Revenue Code on any amounts received by him, we have agreed to pay Mr.
Scelfo the amount of such taxes and such additional amount as may be necessary
to place him in the exact same financial position that he would have been in if
the excise tax was not imposed.
Under the terms of the agreement, Mr. Scelfo may not disclose any of our
proprietary information or, during his employment with us and for two years
thereafter (or one year thereafter if Mr. Scelfo's employment is terminated
without cause or he terminates his employment for good reason), enter into the
employment of, render services to, or otherwise assist our competitors.
8
Joseph S. Capobianco and Patrick L. Donnelly
On March 28, 2000, we entered into employment agreements with Joseph S.
Capobianco to serve as our Senior Vice President, Content, and Patrick L.
Donnelly, to serve as our Executive Vice President, General Counsel and
Secretary. Both of these agreements expire on March 28, 2003.
Pursuant to these agreements, in 2001 we paid Mr. Capobianco an
annualized base salary of $275,000 and Mr. Donnelly an annualized base salary of
$325,000. These base salaries are subject to increase from time to time by our
board of directors. Under the terms of these agreements, if the executive's
employment is terminated without cause or he terminates his employment for good
reason (as defined in the employment agreements), we are obligated to pay him an
amount equal to the sum of his annual salary and the annual bonus last paid to
him.
If, in the opinion of a nationally selected accounting firm, a "change of
control" would require the executives to pay an excise tax under the United
States Internal Revenue Code on any amounts received by them, we have agreed to
pay Mr. Capobianco and Mr. Donnelly the amount of such taxes and such additional
amount as may be necessary to place him in the exact same financial position
that he would have been in if the excise tax was not imposed.
Under the terms of the agreements, the executives may not disclose any of
our proprietary information or, during his employment with us and for two years
thereafter (or one year thereafter if the executive's employment is terminated
without cause or he terminates his employment for good reason), enter into the
employment of, render services to, or otherwise assist our competitors.
Michael S. Ledford
On August 29, 2001, we entered into an employment agreement with Michael
S. Ledford to serve as our Senior Vice President, Engineering, for three years.
This agreement provides for an annual base salary of $340,000, subject to
increase from time to time by our board of directors. In connection with this
agreement, we granted Mr. Ledford options to purchase 300,000 shares of our
common stock at $4.00 per share. These options become exercisable in increments
of 100,000 shares on September 17, 2002, September 17, 2003 and September 17,
2004. We also granted Mr. Ledford 50,000 restricted shares of common stock. The
restrictions applicable to these shares of common stock lapse on September 17,
2002, September 17, 2003, September 17, 2004 and September 17, 2005 in equal
increments of 12,500 shares.
Under the terms of this agreement, if Mr. Ledford's employment is
terminated without cause or he terminates his employment for good reason (as
defined in the employment agreement), we are obligated to pay Mr. Ledford an
amount equal to his annual salary.
If, in the opinion of a nationally selected accounting firm, a "change of
control" would require Mr. Ledford to pay an excise tax under the United States
Internal Revenue Code on any amounts received by him, we have agreed to pay Mr.
Ledford the amount of such taxes and such additional amount as may be necessary
to place him in the exact same financial position that he would have been in if
the excise tax was not imposed.
Under the terms of the agreement, Mr. Ledford may not disclose any of our
proprietary information or, during his employment with us and for two years
thereafter (or one year thereafter if Mr. Ledford's employment is terminated
without cause or he terminates his employment for good reason), enter into the
employment of, render services to, or otherwise assist our competitors.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of our board of directors, comprised solely of
directors who are not current or former employees, is responsible for overseeing
and administering our executive compensation
9
programs. The Compensation Committee is advised by our Senior Vice President,
Human Resources, and from time to time seeks the advice of independent
compensation consultants retained by us. The Compensation Committee also
reviews, monitors and approves executive compensation, establishes compensation
guidelines for our officers, reviews projected personnel needs and administers
our long-term stock incentive plan.
During 2001 and the early part of January 2002, we recruited four new
executive officers - Joseph P. Clayton, our President and Chief Executive
Officer; Guy D. Johnson, our Executive Vice President, Sales and Marketing; John
J. Scelfo, our Executive Vice President and Chief Financial Officer; and Michael
S. Ledford, our Senior Vice President, Engineering. The Compensation Committee
actively participated in the process of interviewing and selecting each of these
four executive officers, and in structuring and approving their compensation
arrangements. The Compensation Committee was advised by Towers Perrin LLC, a
nationally recognized independent compensation consulting firm selected by it.
We entered into an employment agreement with each of these executive
officers. A summary of these employment agreements and the employment agreement
between us and Patrick L. Donnelly, our Executive Vice President, General
Counsel and Secretary, and Joseph S. Capobianco, our Senior Vice President,
Content, is described above under the heading "Employment Agreements".
Compensation Philosophy
Our compensation program for executive officers consists of three key
elements:
o a base salary;
o an annual bonus; and
o grants of stock options.
The Compensation Committee believes that this three-part approach best
serves the interests of our stockholders. It enables us to meet the requirements
of the competitive environment in which we operate, while ensuring that
executive officers are compensated in a manner that advances both the short and
long-term interests of stockholders. Under this approach, compensation for our
executive officers involves a high proportion of pay that is "at risk" --
namely, the annual bonus and the value of stock options. During 2001, the annual
bonus was based, in significant part, on individual performance. During 2002,
the Compensation Committee expects to approve an annual bonus plan for executive
officers and other employees. Pursuant to this plan, executive officers and
employees will be entitled to receive bonuses based upon achievement of
milestones approved by the Compensation Committee. Stock options relate a
significant portion of long-term remuneration directly to stock price
appreciation realized by stockholders.
Base Salaries
The base salaries paid to each of our executive officers during 2001 were
paid pursuant to the written employment agreements described above, under the
heading "Employment Agreements." Changes in base salaries for our executive
officers were based upon competitive salary comparisons, a subjective assessment
of the nature of the position and the contribution and experience of the officer
and the length of the officer's service. The Compensation Committee did not
assign any relative weight to the various factors it considered or set
predetermined performance targets for purposes of these base salary
determinations.
During 2001, the Compensation Committee approved a base salary increase
for Mr. Capobianco on May 1, 2001 from $275,000 to $300,000 and approved a base
salary increase on January 1, 2002 for Mr. Scelfo from $300,000 to $345,000 and
Mr. Donnelly from $325,000 to $345,000.
10
Annual Bonus
In December 2001, the Committee awarded a cash bonus to Mr. Scelfo of
$225,000, Mr. Donnelly of $225,000, Mr. Ledford of $100,000, and Mr. Capobianco
of $75,000.
The Compensation Committee awarded these bonuses after reviewing the
progress achieved during 2001 in preparing our service for launch, including the
successful financings executed in 2001, the completion of many technology
development efforts and the various cost containment initiatives undertaken
during the year. Bonuses for our executive officers and other employees in 2001
decreased compared to 2000 levels. This decrease was established by the
Compensation Committee, in large part, to reflect the decline in our stock price
during 2001. The larger bonuses for Mr. Scelfo and Mr. Donnelly compared to
other executive officers reflect the additional role each played in the period
following David Margolese's departure as Chief Executive Officer and prior to
the arrival of Joseph P. Clayton as President and Chief Executive Officer.
Stock Options
We provide long-term incentives through stock options granted to our
executive officers under our long-term stock incentive plan. The Compensation
Committee believes that the potential for stock ownership by executives and
other employees is the most effective method by which the interests of
management may be aligned with those of our stockholders. The options granted
typically vest over three years, have a term of ten years and an exercise price
equal to the fair market value of our common stock on the grant date or the date
we commit to issue the options.
In May 2001, the Compensation Committee awarded Mr. Donnelly 100,000
stock options. These options have a ten-year term and an exercise price of $7.61
per share. In January 2002, the Committee awarded Mr. Scelfo 100,000 stock
options. These options have a ten-year term and an exercise price of $9.46 per
share. The number of options granted by the Compensation Committee to these
executive officers was based upon such criteria as anticipated achievement,
responsibilities, performance, experience and future potential, as well as an
awareness of the financial incentives required to retain the quality of
executive management essential to the attainment of our strategic and financial
objectives.
On May 11, 2001, the Compensation Committee awarded Mr. Margolese
1,500,000 stock options. These options have a ten-year term and an exercise
price of $12.67 per share. The unvested portion of these options vested on
October 16, 2001 when Mr. Margolese resigned as our Chief Executive Officer.
The Compensation Committee has authorized executive management to grant
stock options to employees below the executive officer level on an annual basis
according to guidelines intended to be competitive with comparable companies and
to reward individual achievement appropriately. Our executive officers do not
receive annual stock option grants under this program.
Stock Option Repricing
On April 9, 2001, the Compensation Committee amended approximately
3,932,000 stock options with an exercise price greater than $7.50 to cause such
stock options to have an exercise price equal to $7.50. The revised exercise
price of these stock options was determined by the Compensation Committee based
on the five day average of our common stock immediately prior to the repricing.
David Margolese, our current Chairman, and then Chief Executive Officer, elected
not to include any options held by him in the repricing. In addition, options
held by John J. Scelfo, our Executive Vice President and Chief Financial
Officer, and Michael S. Ledford, our Senior Vice President, Engineering, were
not repriced because the exercise price of their stock options was less than
$7.50 per share. Joseph P. Clayton, our President and Chief Executive Officer,
joined us in November 2001 and Guy D. Johnson, our Executive Vice President,
Sales and Marketing, joined us in January 2002. None of the stock options held
by either of these executives have been repriced or otherwise amended. In
accordance with the SEC's rules, we
11
have included under the caption "10-Year Option Repricings" a chart that shows
the options repriced by our executive officers.
The Compensation Committee, together with an independent compensation
consultant, evaluated various methods to motivate and retain employees during
the period prior to the launch of our service. After reviewing various
compensation alternatives, the Compensation Committee concluded that repricing
best served the near and long-term interests of our stockholders. Other than the
change in the exercise price, no other changes to the terms of the original
options were made.
Compensation of our Chief Executive Officer
On October 16, 2001, Mr. David Margolese's service as our
Chief Executive Officer was terminated. In connection with this termination, he
received a severance payment of $5,000,000 in accordance with his employment
agreement. On the date of Mr. Margolese's termination of employment, we also
entered into an agreement with him relating to his continuing responsibilities
as non-executive Chairman of our board of directors. Under this agreement:
o Mr. Margolese receives, at the discretion of our board of
directors, a fee of $200,000 per year;
o The termination date of stock options held by Mr. Margolese was
extended until April 16, 2007, provided that he remains Chairman
of our board of directors and complies with his duties and
obligations under the agreement; and
o Mr. Margolese's employment agreement was cancelled.
Both the severance payment to Mr. Margolese and the agreement relating to
his continuing responsibilities as non-executive Chairman were reviewed and
approved by the Compensation Committee.
Upon Mr. Margolese's resignation, Mr. Scelfo and Mr. Donnelly were
appointed interim Co-Chief Executive Officers. Neither Mr. Donnelly's nor Mr.
Mr. Scelfo's base salary was increased upon their appointment.
In November 2001, the Compensation Committee negotiated, and we entered
into, an employment agreement with Mr. Clayton, our President and Chief
Executive Officer. The Compensation Committee engaged Towers Perrin, an
independent compensation consultant, to assist it in the process of evaluating
appropriate compensation for Mr. Clayton. Towers Perrin identified for the
Compensation Committee competitive compensation arrangements against which the
Compensation Committee measured the compensation agreed to with Mr. Clayton. Mr.
Clayton's compensation fell within observed competitive practices provided by
Towers Perrin.
Pursuant to Mr. Clayton's employment agreement, we issued Mr. Clayton an
option to purchase up to 750,000 shares of our common stock at an exercise price
of $5.25. These options were exercisable on the date of grant. Under his
employment agreement, we are obligated to issue Mr. Clayton options to purchase
up to 750,000 shares of our common stock at an exercise price of $5.25 per share
on each of November 26, 2002, November 26, 2003 and November 26, 2004. These
options will be exercisable on the date of grant.
Policy with Respect to Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code places a $1 million per
person limitation on the tax deduction we may take for compensation paid to our
Chief Executive Officer and our four other highest paid executive officers,
except that compensation constituting performance-based compensation, as defined
by the Internal Revenue Code, is not subject to the $1 million limit. The
Compensation
12
Committee generally intends to grant awards under our long-term stock incentive
plan consistent with the terms of Section 162(m) so that such awards will not
be subject to the $1 million limit. The Compensation Committeealso expects to
take actions in the future that may be necessary to preserve thedeductibility of
executive compensation to the extent reasonably practicable and consistent with
other objectives of our compensation program. However, the Compensation
Committee reserves the discretion to pay compensation that does not qualify
for exemption under Section 162(m) where the Compensation Committee believes
such action to be in our best interest.
Compensation Committee
Lawrence F. Gilberti, Chairman
Peter G. Peterson
Joseph V. Vittoria
CUMULATIVE TOTAL RETURN
Based upon an initial investment of $100 on December 31, 1996
with dividends reinvested
[PERFORMANCE GRAPH]
TOTAL SHAREHOLDER RETURNS
NASDAQ
Date Sirius S&P 500 Telecommunications Index(1)
------ ------ ------- ---------------------------
December 31, 1996........................... $100 $100 $100
December 31, 1997........................... 410 133 142
December 31, 1998........................... 830 170 232
December 31, 1999........................... 1,079 206 470
December 31, 2000........................... 726 188 214
December 31, 2001........................... 282 165 109
--------------
(1) The Nasdaq Telecommunications Index is a capitalization weighted index
designed to measure the performance of all Nasdaq-traded stocks in the
telecommunications sector, including satellite technology.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below shows, as of March 31, 2002, each person we know to be a
beneficial owner of more than 5% of our common stock. In general, "beneficial
ownership" includes those shares a person has the power to vote or transfer, and
options to acquire our common stock that are exercisable currently or become
exercisable within 60 days. Except as otherwise noted, the persons named in the
table below have sole voting and sole investment power with respect to all
shares shown as beneficially owned by them.
13
Names and Address of Beneficial Number of Shares Percent of
Owner(1) Beneficially Owned Class(2)
-------------------------------------- ------------------ -------
Apollo Investment Fund IV, L.P. (3)............................................ 9,413,533 11.1
Apollo Overseas Partners IV, L.P.
Two Manhattanville Road
Purchase, New York 10577
OppenheimerFunds, Inc. (4)..................................................... 8,213,480 10.7
498 Seventh Avenue
New York, New York 10018
Blackstone Management Associates III L.L.C. (5)................................ 6,891,444 8.3
345 Park Avenue
New York, New York 10154
David Margolese (6)............................................................ 6,350,000 7.8
1221 Avenue of the Americas
36th Floor
New York, New York 10020
--------------
(1) This table is based upon information supplied by directors, officers and
principal stockholders. Percentage of ownership is based on shares of
common stock outstanding on March 31, 2002.
(2) Determined as provided by Rule 13d-3 under the Exchange Act. Under this
rule, a person is deemed to be the beneficial owner of securities that
can be acquired by this person within 60 days from the date of
determination upon the exercise of options, and each beneficial owner's
percentage ownership is determined by assuming that options that are held
by this person (but not those held by any other person) and that are
exercisable within 60 days from the date of determination have been
exercised.
(3) Represents 1,742,512 shares of 9.2% Series A Junior Cumulative
Convertible Preferred Stock, and 781,548 shares of 9.2% Series B Junior
Cumulative Convertible Preferred Stock, which entitles the holder to vote
as if the shares had been converted to common stock, and 1,000,000 shares
of our common stock. Each share of this preferred stock is entitled to
three and one-third votes per share.
(4) This information is based upon an amendment to Schedule 13G filed on
February 8, 2002 by OppenheimerFunds, Inc ("OFI"). OFI and Oppenheimer
Global Growth & Income Fund indicated that Oppenheimer Global Growth &
Income Fund has the sole power to vote or to direct the vote with respect
to 5,500,000 shares of our common stock, OFI has shared power to dispose
or to direct the disposition of 8,213,480 shares of our common stock and
Oppenheimer Global Growth & Income Fund has shared power to dispose or to
direct the disposition of 5,500,000 shares of our common stock. OFI is an
investment adviser registered under the Investment Advisers Act of 1940,
and Oppenheimer Global Growth & Income Fund is an investment company
registered under the Investment Company Act of 1940.
(5) Represents 2,343,091 shares of 9.2% Series D Junior Cumulative
Convertible Preferred Stock, which entitles the holder to vote as if the
shares had been converted to common stock. Each share of this preferred
stock is entitled to 2.9412 votes per share. This information is based
upon the Schedule 13D dated June 6, 2001 filed by Blackstone Management
Associates III L.L.C. with the SEC.
14
(6) Includes 4,700,000 shares of common stock issuable under stock options
that are exercisable within 60 days and 1,600,000 shares owned by Mr.
Margolese. Under a voting trust agreement entered into by Darlene
Friedland, as grantor, David Margolese, as trustee, and us, Mr. Margolese
has the power to vote in his discretion all shares of common stock owned
or acquired in the future by Darlene Friedland and her affiliates (50,000
shares as of April 19, 2002) until November 20, 2002.
The following table shows the number of shares of our common stock
beneficially owned by each director, our Chief Executive Officer and the five
other most highly compensated executive officers as of March 31, 2002. The table
also shows common stock beneficially owned by all of our directors and executive
officers as a group on March 31, 2002:
15
Number of Shares Shares
Name of Beneficially Percent Acquirable
Beneficial Owner Owned(1) of Class within 60 days
------------------ -------------------- ---------- ----------------
Joseph P. Clayton............................................. 760,000 1% 750,000
David Margolese (2)........................................... 6,350,000 7.8% 4,700,000
Leon D. Black (3)............................................. -- * --
Lawrence F. Gilberti.......................................... 65,000 * 65,000
James P. Holden............................................... 40,000 * 40,000
Peter G. Peterson (4)......................................... -- * --
Joseph V. Vittoria............................................ 65,000 * 65,000
Guy D. Johnson................................................ 260,151 * 125,000
John J. Scelfo ............................................... 176,316 * 175,000
Patrick L. Donnelly........................................... 502,213 * 500,000
Michael S. Ledford............................................ 50,000 * --
Joseph S. Capobianco.......................................... 159,812 * 156,500
All Directors and Executive Officers as a Group
(12 persons) (5)........................................... 8,428,492 10.1% 6,576,500
--------------
* Less than 1% of our outstanding shares of common stock.
(1) These amounts include shares of common stock which the individuals hold
and shares of common stock they have a right to acquire within the next
60 days as shown in the last column through the exercise of stock
options. Also included in the table are the number of shares of common
stock acquired under our 401(k) Savings Plan as of March 31, 2002: Mr.
Clayton -- 0 shares; Mr. Capobianco -- 3,312 shares; Mr. Donnelly --
2,213 shares; Mr. Ledford -- 0 shares; Mr. Johnson -- 151 shares; and Mr.
Scelfo -- 816 shares.
(2) Pursuant to the Voting Trust Agreement, until November 20, 2002, David
Margolese, as trustee, has the power to vote in his discretion all shares
of common stock owned or hereafter acquired by Darlene Friedland and her
affiliates (50,000 shares as of April 19, 2002).
(3) Apollo Advisors IV, L.P. ("Advisors IV"), the managing general partner of
Apollo Investment Fund IV, L.P. ("AIF IV"), is also the managing general
partner of Apollo Overseas Partners IV, L.P. ("Overseas IV"). Apollo
Capital Management IV, Inc. ("Capital Management IV") is the general
partner of Advisors IV. Leon D. Black and John J. Hannan are the
directors and principal executive officers of Capital Management IV.
Apollo Management IV, L.P. ("Management IV") serves as manager to AIF IV
and to Overseas IV. AIF IV Management, Inc. ("AIF IV Management") is the
general partner of Management IV. Each of Advisors IV, AIF IV, Overseas
IV, Capital Management IV, Management IV, AIF IV Management and Messrs.
Black and Hannan and their respective affiliates disclaims beneficial
ownership of all of our shares in excess of their respective pecuniary
interest, if any.
(4) Blackstone CCC Capital Partners L.P. ("BCP CCC"), Blackstone CCC Offshore
Capital Partners L.P. ("BCP CCC Offshore") and Blackstone Family
Investment Partnership III L.P. ("BFIP III"), acting through their sole
general partner Blackstone Management Associates III L.L.C. ("BMA III"),
have the sole power to vote or to direct the vote, and to dispose or to
direct the disposition of, the 9.2% Series D Junior Cumulative
Convertible Preferred Stock respectively owned by them. As a result, for
purposes of Section 13(d) of the Exchange Act, BMA III may be deemed to
beneficially
16
own the shares of 9.2% Series D Junior Cumulative Convertible Preferred
Stock directly owned by the respective Blackstone partnerships of which
it is the general partner. Peter G. Peterson and Stephen A. Schwarzman
are the founding members and managing members of BMA III. Messrs.
Peterson and Schwarzman have shared power to vote or to direct the vote
of, and to dispose or to direct the disposition of, the shares of 9.2%
Series D Junior Cumulative Convertible Preferred Stock that may be deemed
to be beneficially owned by BMA III. As a result, each of Messrs.
Peterson and Schwarzman may be deemed to beneficially own the shares of
9.2% Series D Junior Cumulative Convertible Preferred Stock that BMA III
may be deemed to beneficially own. Each of BMA III and Messrs. Peterson
and Schwarzman disclaims beneficial ownership of such shares.
(5) Does not include 993,500 shares of common stock issuable pursuant to
stock options that are not exercisable within 60 days.
Voting Trust Agreement
We are a party to a voting trust agreement dated August 26, 1997 by and
among Darlene Friedland, as grantor, David Margolese, as the voting trustee, and
us. The following summary description of the Voting Trust Agreement does not
purport to be complete and is qualified in its entirety by reference to the
complete text of the agreement.
The Voting Trust Agreement provides for the establishment of a trust (the
"Trust") into which (i) there has been deposited all of the shares of common
stock owned by Mrs. Friedland on August 26, 1997 and (ii) there shall be
deposited any shares of common stock acquired by Mrs. Friedland, her spouse
Robert Friedland, any member of either of their immediate families or any entity
directly or indirectly controlled by Mrs. Friedland, her spouse or any member of
their immediate families (the "Friedland Affiliates") between the date shares
are initially deposited and the termination of the Trust. The Voting Trust
terminates on November 20, 2002.
The Voting Trust Agreement does not restrict the ability of Mrs.
Friedland or any of the Friedland Affiliates to sell, assign, transfer or pledge
any of the shares deposited into the Trust, nor does it prohibit Mrs. Friedland
or the Friedland Affiliates from purchasing additional shares of our common
stock, provided those shares become subject to the Trust.
Under the Voting Trust Agreement, the trustee has the power to vote
shares held in the Trust in relation to any matter upon which the holders of
such stock would have a right to vote, including without limitation the election
of directors. For so long as David Margolese remains trustee of the Trust, he
may exercise such voting rights in his discretion. Any successor trustee or
trustees of the Trust must vote as follows:
o on the election of directors, the trustee(s) must vote the entire
number of shares held by the Trust, with the number of shares voted
for each director (or nominee for director) determined by multiplying
the total number of votes held by the Trust by a fraction, the
numerator of which is the number of votes cast for such person by
other stockholders and the denominator of which is the sum of the
total number of votes represented by all shares casting any votes in
the election of directors;
o if the matter under Delaware law or our Certificate of Incorporation
or our Bylaws requires at least an absolute majority of all
outstanding shares of common stock in order to be approved, the
trustee(s) must vote all of the shares in the Trust in the same
manner as the majority of all votes that are cast for or against the
matter by all other stockholders; and
o on all other matters, including, without limitation, any amendment of
the Voting Trust Agreement for which a stockholder vote is required,
the trustee(s) must vote all of the shares in
17
the Trust for or against the matter in the same manner as all votes
that are cast for or against the matter by all other stockholders.
The Voting Trust Agreement may not be amended without our prior written
consent, acting by unanimous vote of the board of directors, and approval of our
stockholders, acting by the affirmative vote of two-thirds of the total voting
power of Sirius, except in certain limited circumstances where amendments to the
Voting Trust Agreement are required to comply with applicable law.
Item 13. Certain Relationships and Related Transactions
Mr. Gilberti, a director, is a partner in the law firm of Reed Smith LLP
and has provided legal services to us since 1992. During the period commencing
on January 1, 2000 and ending on March 31, 2002, we paid Reed Smith LLP an
aggregate of $29,925 for legal services.
Mr. Clayton is a member of the board of directors of Global Crossing
Ltd., a global internet and long distance services provider, and Good Guys Inc.,
a regional consumer electronics retailer. We have entered into an agreement with
Global Crossing to provide us telecommunications services for monitoring our
terrestrial repeater network and an agreement with Good Guys in connection with
the marketing and sale of subscriptions to our service. We also have reimbursed
Mr. Clayton for expenses associated with our use of an airplane that is owned by
him. In accordance with procedures established by our board of directors, we
reimbursed Mr. Clayton for the reasonable expenses associated with the use of
this airplane in an amount not more than the costs of a similar charter
aircraft. We do not expect to use this airplane in the future, except in cases
where its use is expressly authorized by our board of directors.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 30th day of
April, 2002.
SIRIUS SATELLITE RADIO INC.
By: /s/ John J. Scelfo
______________________________
John J. Scelfo
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
19