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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) September 5, 1997 ----------------------------- ECHOSTAR COMMUNICATIONS CORPORATION - ------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) NEVADA 0-26176 88-0336997 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 90 INVERNESS CIRCLE EAST, ENGLEWOOD, COLORADO 80112 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (303) 799-8222 ----------------------- Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. As previously disclosed, effective with its Quarterly Report on Form 10-Q for the three months ended June 30, 1997, EchoStar Communications Corporation (EchoStar) does not technically comply with the criteria for listing on the NASDAQ National Market. Specifically, EchoStar's net tangible assets (calculated as total assets less total liabilities) are less than the $2 million minimum NASDAQ National Market maintenance standard. This technical non-compliance results primarily from depreciation of EchoStar's satellites and related DBS infrastructure assets, and accretion of the debt financing EchoStar has used to finance construction of that infrastructure, in advance of the increasing revenue expected to be generated from that infrastructure. As expected, during September 1997 EchoStar received written confirmation that its Class A Common Stock will continue to be listed on the NASDAQ National Market notwithstanding EchoStar's technical non-compliance. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired Not applicable (b) Pro forma financial information Not applicable (c) Exhibits 99.1 Letter received by EchoStar Communications Corporation from The Nasdaq Stock Market, Inc. 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. ECHOSTAR COMMUNICATIONS CORPORATION Date: September 5, 1997 By: /s/ David K. Moskowitz ------------------ ------------------------- David K. Moskowitz Senior Vice President and General Counsel
EXHIBIT 99.1 [NASDAQ LETTERHEAD] SHARON M. ZACKFIA ANALYST, MARKET LISTING QUALIFICATIONS September 5, 1997 Mr. David K. Moskowitz Senior Vice President and General Counsel Echostar Communications Corp. 90 Inverness Circle East PO Box 6552 Englewood, CO 80155 Dear Mr. Moskowitz: We have completed our review of the information you provided in your letter and submission dated August 23, 1997 regarding Echostar Communication Corporation's (the "Company") compliance with Marketplace Rule 4450(a)(3). Based on the facts provided and the Company's representations, we have determined that the Company will remain listed on the Nasdaq National Market. When appropriate, we may consider the use of other measures in determining eligibility for continued inclusion. As such, while the Company does not have a definitive, near term remedy for its net tangible asset deficiency, it has represented a compelling discussion regarding the nature of its non-compliance. However, we request that the Company provide us with prompt notification of any significant event that may cause a material change in the financial or operational character or market capitalization of the Company. This affords Nasdaq the opportunity to review the impact of the event on the Company's financial status. In addition, please note that the Company will be subject to Nasdaq's new listing criteria February 23, 1998. Nasdaq values its relationship with the Company and looks forward to our continued association. If you have further questions, please do not hesitate to contact me at (202) 496-2602. Sincerely, /s/ SHARON M. ZACKFIA - ------------------------------ Sharon M. Zackfia