Apple, Inc. v. Motorola, Inc. et al

Filing 168

Declaration of Samuel F. Ernst filed by Plaintiff Apple, Inc. in Support of Reply re: 154 Motion to Stay (Attachments: # 1 Ex. 1, Dist. Court Order, # 2 Ex. 2, Motorolas 9/28/2011 Form 8-K, # 3 Ex. 3, Sirius 4/12/2007 Form 8-K, # 4 Ex. 4, DOJ 2008 Press Release, # 5 Ex. 5, Sirius 8/1/2008 Form 8-K, # 6 Ex. 6, Silver Declaration - Dist. of Columbia case, # 7 Ex. 7, DOJ 2002 Press Release) (Haslam, Robert) Modified exhibit description on 9/30/2011 (mmo).

EXHIBIT 3

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8-K 1 c47937_8k.htm

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): April 12, 2007

SIRIUS SATELLITE RADIO INC.
(Exact Name of Registrant as Specified in Charter)

Delaware

0-24710

52-1700207

(State or other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
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: [phone]
_____________________________
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:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events.
Today we received from the Department of Justice a request for additional information and
documentary material relating to our merger with XM Satellite Radio Holdings, generally referred to as
a “Second Request”, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”).
The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30
days after we and XM have substantially complied with the Second Request, unless that period is
extended voluntarily by the parties or terminated sooner by the Department of Justice. We intend to
respond expeditiously to the Second Request.
***
This communication contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
about the benefits of the business combination transaction involving Sirius Satellite Radio Inc. and XM
Satellite Radio Holdings Inc., including potential synergies and cost savings and the timing thereof,
future financial and operating results, the combined company’s plans, objectives, expectations and
intentions with respect to future operations, products and services; and other statements identified by
words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,”
or words of similar meaning. Such forward-looking statements are based upon the current beliefs and
expectations of SIRIUS’ and XM’s management and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are difficult to predict and
generally beyond the control of SIRIUS and XM. Actual results may differ materially from the results
anticipated in these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking statement: general business
and economic conditions; the performance of financial markets and interest rates; the ability to obtain
governmental approvals of the transaction on a timely basis; the failure of SIRIUS and XM stockholders
to approve the transaction; the failure to realize synergies and cost-savings from the transaction or delay
in realization thereof; the businesses of SIRIUS and XM may not be combined successfully, or such
combination may take longer, be more difficult, time-consuming or costly to accomplish than expected;
and operating costs and business disruption following the merger, including adverse effects on employee
retention and on our business relationships with third parties, including manufacturers of radios,
retailers, automakers and programming providers. Additional factors that could cause SIRIUS’ and
XM’s results to differ materially from those described in the forward-looking statements can be found in
SIRIUS’ and XM’s Annual Reports on Form 10-K for the year ended December 31, 2006, which are
filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet site
(http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and SIRIUS
and XM disclaim any intention or obligation to update any forward looking statements as a result of
developments occurring after the date of this communication.
Important Additional Information Will be Filed with the SEC
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This communication is being made in respect of the proposed business combination involving
SIRIUS and XM. In connection with the proposed transaction, SIRIUS plans to file with the SEC a
Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of SIRIUS
and XM plans to file with the SEC other documents regarding the proposed transaction. The definitive
Joint Proxy Statement/Prospectus will be mailed to stockholders of SIRIUS and XM. INVESTORS
AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by SIRIUS
and XM through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration
Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the
SEC can also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the
Americas, 36th Floor, New York, NY 10020, Attention: Investor Relations or by directing a request to
XM Satellite Radio Holdings Inc., 1500 Eckington Place, N.E. Washington, DC 20002, Attention:
Investor Relations.
SIRIUS, XM and their respective directors and executive officers and other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed transaction. Information
regarding SIRIUS’ directors and executive officers is available in its Annual Report on Form 10-K for
the year ended December 31, 2006, which was filed with the SEC on March 1, 2007, and its proxy
statement for its 2006 annual meeting of stockholders, which was filed with the SEC on April 21, 2006,
and information regarding XM’s directors and executive officers is available in XM’s Annual Report on
Form 10-K, for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007 and
its proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on April
25, 2006. Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy
Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

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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 SATELLITE RADIO INC.

By: /s/ Patrick L. Donnelly
Patrick L. Donnelly
Executive Vice President,
General Counsel and
Secretary

Dated: April 12, 2007

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