UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 19, 2011
SIRIUS XM RADIO INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34295 | 52-1700207 | ||
| (State or other Jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of Incorporation) | Identification No.) |
| 1221 Avenue of the Americas, 36th Fl., New York, NY | 10020 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 584-5100
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
In
October 2011, an aggregate of approximately 202,400,000 shares of our common stock were returned to us
from Morgan Stanley Capital Services Inc. and UBS AG, which we retired upon receipt. After giving
effect to the retirement of these shares, as of September 30,
2011, we would have had 3,749,546,009
shares of common stock issued and outstanding. This figure excludes shares of our common stock
issuable upon the conversion of the preferred stock held by an affiliate of Liberty Media and other
convertible securities and upon the exercise of warrants and stock options that are currently
outstanding.
In August 2008, we loaned 262,400,000 shares of our common stock to Morgan Stanley and UBS to
facilitate the offering of our 7% Exchangeable Senior Subordinated Notes due 2014. In July 2009,
Morgan Stanley returned to us 60,000,000 shares of our common stock that were borrowed. These
shares were also retired upon receipt.
We did not pay Morgan Stanley or UBS any consideration in connection with the return of the
shares. Once borrowed shares are returned, they may not be reborrowed under the share lending
agreements.
The shares loaned to Morgan Stanley and UBS were issued and outstanding for corporate law
purposes. Under GAAP, the borrowed shares were not considered outstanding for the purpose of
computing and reporting net income (loss) per common share. The retirement of these shares will
have no effect on the calculation of our earnings per share.
2
SIGNATURES
Pursuant to the requirements 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.
| SIRIUS XM RADIO INC. |
||||
| By: | /s/ Patrick L. Donnelly | |||
| Patrick L. Donnelly | ||||
| Executive Vice President, General Counsel and Secretary | ||||
Dated:
October 19, 2011
3