dish8_k.htm
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): December 21, 2009
DISH
NETWORK CORPORATION
(Exact
name of registrant as specified in its charter)
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NEVADA
(State
or other jurisdiction
of
incorporation)
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0-26176
(Commission
File
Number)
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88-0336997
(IRS
Employer
Identification
No.)
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9601
S. MERIDIAN BLVD.
ENGLEWOOD,
COLORADO
(Address
of principal executive offices)
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80112
(Zip
Code)
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(303) 723-1000
(Registrant’s
telephone number, including area code)
DISH
DBS CORPORATION
(Exact
name of registrant as specified in its charter)
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COLORADO
(State
or other jurisdiction of incorporation)
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333-31929
(Commission
File Number)
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84-1328967
(IRS
Employer
Identification
No.)
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9601
S. MERIDIAN BLVD.
ENGLEWOOD,
COLORADO
(Address
of principal executive offices)
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80112
(Zip
Code)
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(303) 723-1000
(Registrant’s
telephone number, including area code)
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))
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Item 1.01. Entry into a Material
Definitive Agreement.
Satellite Capacity Agreements.
In connection with the distribution of our technology and set-top box
business and certain infrastructure assets (the “Spin-off”) into a separate
publicly-traded company, EchoStar Corporation (“EchoStar”), which we completed
on January 1, 2008, we and EchoStar entered into satellite capacity agreements
pursuant to which we lease satellite capacity on certain satellites owned or
leased by EchoStar. The fees for the services provided under these
satellite capacity agreements depend, among other things, upon the orbital
location of the applicable satellite and the frequency on which the applicable
satellite provides services. Generally, each satellite capacity agreement
terminates upon the earlier of: (i) the end-of-life or replacement of the
applicable satellite; (ii) the date the applicable satellite fails; (iii)
the date the transponder(s) on which service is being provided under the
applicable agreement fails; or (iv) January 1, 2010. As previously
disclosed, we expected to enter into agreements pursuant to which we would
continue to lease satellite capacity on certain satellites owned or leased by
EchoStar after January 1, 2010.
On
December 21, 2009, we agreed with EchoStar to continue to lease satellite
capacity on EchoStar III, EchoStar VI, EchoStar VIII, and EchoStar XII after
January 1, 2010 and to lease satellite capacity on EchoStar XVI after its
service commencement date. Additionally, EchoStar agreed to lease
from us satellite capacity on EchoStar I after January 1, 2010.
Generally,
the satellite capacity agreements for EchoStar VI and EchoStar XII will
terminate upon the earlier of: (i) the end-of-life or replacement of the
applicable satellite; (ii) the date the applicable satellite fails;
(iii) the date the transponder(s) on which service is being provided under
the applicable agreement fails; or (iv) the date on which a certain portion of
the estimated useful life of the applicable satellite is reached, unless we
exercise our option to renew on a year-to-year basis through the end-of-life of
that satellite.
Generally,
the satellite capacity agreements for EchoStar I, III and VIII will terminate
upon the earlier of: (i) the end-of-life or replacement of the applicable
satellite, unless, upon replacement of the applicable satellite, we or EchoStar,
as applicable, exercise our option to renew on a year-to-year basis through the
end-of-life of that satellite; (ii) the date the applicable satellite fails; or
(iii) the date the transponder(s) on which service is being provided under the
applicable agreement fails. Furthermore, if the expected replacement
satellite for EchoStar I, EchoStar III or EchoStar VIII fails at launch or in
orbit prior to being placed in service, we or EchoStar, as applicable, have an
option to renew the applicable satellite capacity agreement through the date on
which a certain portion of the estimated useful life of the applicable satellite
is reached followed by a subsequent option to renew on a year-to-year basis
through the end-of-life of the applicable satellite.
Generally,
the satellite capacity agreement for EchoStar XVI will terminate upon the
earlier of: (i) the end-of-life or replacement of the satellite; (ii) the date
the satellite fails; (iii) the date the transponder(s) on which service is
being provided under the agreement fails; or (iv) ten years following the actual
service commencement date. Upon expiration of the initial term, we
have the option to renew on a year-to-year basis through the end-of-life of the
satellite.
EchoStar XV Launch
Service. As
previously disclosed, we estimated that the cost of a launch service for our
EchoStar XV satellite could range from approximately $90 million to
$120 million. On December 21, 2009, EchoStar assigned its rights
under one of its launch service contracts to us at a cost within that range. We
expect to use this launch service for EchoStar XV, which is scheduled to launch
in late 2010.
On
February 13, 2009, Multimedia Patent Trust (“MPT”) filed suit against us,
EchoStar, DirecTV and several other defendants in the United States District
Court for the Southern District of California alleging infringement of United
States Patent Nos. 4,958,226, 5,227,878, 5,136,377, 5,500,678 and 5,563,593,
which relate to video encoding, decoding and compression technology. MPT is an
entity that seeks to license an acquired patent portfolio without itself
practicing any of the claims recited therein.
In
December 2009, we and EchoStar reached a settlement with MPT that did not
have a material impact on our results of operations. We have
determined that we are obligated under the agreements entered into in connection
with the Spin-off to indemnify EchoStar for all of the settlement relating to
the period prior to the Spin-off and a portion of the settlement relating to the
period after the Spin-off. EchoStar has agreed that its contribution
towards the settlement shall not be applied against EchoStar’s aggregate
liability cap under that certain Receiver Agreement entered into in connection
with the Spin-off dated December 31, 2007 between EchoSphere L.L.C., a
subsidiary of us, and EchoStar Technologies L.L.C., a subsidiary of
EchoStar.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on their behalf by the undersigned hereunto
duly authorized.
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DISH
NETWORK CORPORATION
DISH
DBS CORPORATION
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Date:
December 28, 2009
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By:
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/s/
R.
Stanton Dodge
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R.
Stanton Dodge
Executive
Vice President, General Counsel and
Secretary
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