Nevada
(State
or Other Jurisdiction of
Incorporation)
|
26-1232727
(I.R.S.
Employer
Identification
No.)
|
Amount
|
Proposed
Maximum
|
Proposed
Maximum
|
Amount
of
|
|||||||||||||||||||
Plans/Title
of Securities
|
to
be
|
Offering
Price
|
Aggregate
|
Registration
|
||||||||||||||||||
to
be Registered(1)
|
Registered(2)
|
Per
Share(3)
|
Offering
Price
|
Fee
|
||||||||||||||||||
Class A
Common Stock, par value $0.001 per share
|
2,140,000
shares
|
$17.935
|
$38,380,900
|
$2,141.65
|
||||||||||||||||||
(1)
|
This
Registration Statement (the “Registration
Statement”) registers an additional 2,140,000 shares of
Class A Common Stock, par value $0.001 per share, of EchoStar
Corporation, a Nevada corporation (“Shares”) that
may be issued pursuant to the EchoStar Corporation 2008 Employee Stock
Purchase Plan.
|
|
(2)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), the amount registered hereunder includes an indeterminate
number of Shares that may be issued in accordance with the provisions of
the above-referenced plan in connection with any anti-dilution provisions
or in the event of any change in the outstanding Shares, including a stock
dividend or stock split.
|
|
(3)
|
The
price is estimated in accordance with Rule 457(c) and Rule 457(h) under
the Securities Act, solely for the purpose of calculating the registration
fee and is $17.935, the average of the high and low prices of the
Company’s Shares as reported by the NASDAQ Global
Select Market on October 2, 2009.
|
Item 3.
|
Incorporation of Documents by
Reference.
|
(a)
|
The
Registrant’s Annual Report on Form 10-K for its fiscal year ended
December 31, 2008;
|
(b)
|
The
Registrant’s Annual Report on Form 10-K/A for its fiscal year ended
December 31, 2008;
|
(c)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009;
|
|
(d)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2009; and
|
|
(e)
|
The
Registrant’s Current Reports on Form 8-K filed on February 12, 2009,
March 31, 2009, June 4, 2009, July 2, 2009 and September 18,
2009.
|
Exhibit
Number
|
Description
|
|
4.1
|
EchoStar
Corporation 2008 Employee Stock Purchase Plan, as amended (incorporated by
reference to the Definitive Proxy Statement on Schedule 14A filed on
March 31, 2009, Commission File
No. 001-33807).
|
|
5.1
|
Opinion
of R. Stanton Dodge (opinion re: legality)
|
|
23.1
|
Consent
of R. Stanton Dodge (included in Exhibit 5.1
hereto)
|
|
23.2
|
Consent
of KPMG LLP
|
|
23.3
|
Consent
of Friedman LLP
|
|
ECHOSTAR
CORPORATION
|
||||
By
|
/s/
R. Stanton Dodge
|
|||
Name:
|
R.
Stanton Dodge
|
|||
Title:
|
Executive
Vice President, General Counsel and Secretary
|
Signature
|
Title
|
Date
|
||
/s/
Charles W. Ergen
Charles
W. Ergen
|
President,
Chairman of the Board and Chief Executive Officer (Principal Executive
Officer)
|
October
5, 2009
|
||
/s/
Bernard L. Han
Bernard
L. Han
|
Executive
Vice President and Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
|
October
5, 2009
|
||
/s/
David K. Moskowitz
David
K. Moskowitz
|
Director
|
October
5, 2009
|
||
/s/
Michael T. Dugan
Michael
T. Dugan
|
Director
|
October
5, 2009
|
||
/s/
R. Stanton Dodge
R.
Stanton Dodge
|
Director
|
October
5, 2009
|
||
/s/
Tom A. Ortolf
Tom
A. Ortolf
|
Director
|
October
5, 2009
|
||
/s/
C. Michael
Schroeder
C.
Michael Schroeder
|
Director
|
October
5, 2009
|
||
/s/
Joseph P.
Clayton
Joseph
P. Clayton
|
Director
|
October
5, 2009
|
Exhibit
|
||
Number
|
Description
|
|
4.1
|
EchoStar
Corporation 2008 Employee Stock Purchase Plan, as
amended (incorporated by reference to the Definitive Proxy Statement
on Schedule 14A filed on March 31, 2009, Commission File
No. 001-33807).
|
|
5.1
|
Opinion
of R. Stanton Dodge (opinion re: legality)
|
|
23.1
|
Consent
of R. Stanton Dodge (included in Exhibit 5.1
hereto)
|
|
23.2
|
Consent
of KPMG LLP
|
|
23.3
|
Consent
of Friedman LLP
|
|