dtvg8k-a_061809.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) June 15, 2009
THE
DIRECTV GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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1-31945
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52-1106564
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2230
East Imperial Highway
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El
Segundo, California
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90245
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310)
964-5000
(Registrant’s Telephone Number,
Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General
Instruction A.2. below):
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))
EXPLANATORY
NOTE
The Current
Report on Form 8-K filed by The DIRECTV Group, Inc. on June 18, 2009, is being
amended. The second paragraph in the original filing erroneously stated that the
Company determined to “increase the number of shares it is repurchasing, up to
approximately 6 million to 8 million shares per week.” The correct amount as
noted below in a restatement of the complete text of the previous Form 8-K is “4
million to 6 million.”
Repurchases of Common
Stock. As previously announced, The DIRECTV Group, Inc. (the
“Company”) has been repurchasing shares of its common stock in limited amounts,
aggregating approximately 1 million to 1.25 million shares per week, since March
2009. These repurchases have been made pursuant to the January 2009
authorization by the Company’s Board of Directors to repurchase up to $2.0
billion of the Company’s common stock. Approximately $1.4 billion
remains available for repurchase under that authorization.
In light
of the current stock price, market conditions, available cash and tax
considerations associated with the proposed transactions with Liberty Media
Corporation announced on May 4, 2009 (the “Liberty Transactions”), the Company
has determined that it would be beneficial to the Company and its shareholders
to increase the number of shares it is repurchasing, up to approximately 4
million to 6 million shares per week, subject to market conditions and
other relevant considerations. Applicable securities laws require
that the Company cease all repurchase activities upon mailing of the proxy
statement/prospectus to Company stockholders in connection with proposed
stockholder approval of the Liberty Transactions and may otherwise constrain the
volume and timing of such repurchases. For additional information
regarding the Liberty Transactions, please see the Registration Statement on
Form S-4 filed by DIRECTV, a wholly-owned subsidiary of the Company, with the
U.S. Securities and Exchange Commission (the “SEC”) on June 8,
2009.
The
sources of funds for the purchases under the remaining authorization are the
Company’s existing cash on hand and cash from operations. Purchases
may be made in the open market, through block trades and other negotiated
transactions. Repurchased shares are retired but remain authorized
for registration and issuance in the future.
Exercises
of the options and sales of stock pursuant to the June 2009 Plan may
commence June 19, 2009, and could continue under the terms and conditions of the
June 2009 Plan until termination of such plan (close of business on June 30,
2009), or until all the options are exercised and the acquired stock is sold,
whichever first occurs. All these options are exercisable at $22.43
per share. Acquisition of stock through exercise of the options and
the sale of such stock will be reported through Form 4 filings with the
SEC.
Mr. Carey
is also party to a Rule 10b5-1 trading plan that was executed on March 12, 2009,
which remains in effect (the “March 2009 Plan”) and was described in a Current
Report on Form 8-K filed by the Company with the SEC on March 26,
2009. The March 2009 Plan applies to 764,296 options, which represent
a portion of the options granted by the Company to Mr. Carey in 2004, pursuant
to the Non-Qualified Stock Option Agreement, dated as of March 16, 2004 (the
“2004 Option Agreement”). Currently, 414,296 unexercised options
remain subject to the March 2009 Plan, and they are all exercisable at $15.69
per share. In accordance with the 2004 Option Agreement, all
unexercised options subject to such agreement, regardless of their original
term, will expire 90 days following the effective date of Mr. Carey’s
resignation. Consequently, it is anticipated that Mr. Carey will
amend the March 2009 Plan to accelerate the exercise of options under the March
2009 Plan and will adopt a new Rule 10b5-1 plan with respect to other options
subject to the 2004 Option Agreement. The other options subject to
the 2004 Option Agreement are as follows: 561,982 options at an
exercise price of $23.41; 134,876 options at an exercise price of $23.93;
146,115 options at an exercise price of $18.50; and 6,744 options at an exercise
price of $15.69. The acquisition of stock though exercise of the
options and the sale of such stock will be reported through Form 4 filings with
the SEC.
A copy of
the 2004 Option Agreement was previously filed with the SEC as Exhibit 10.40 to
the Annual Report on Form 10-K of the Company on March 1, 2005. The
description of the 2004 Option Agreement in this report is qualified in its
entirety by reference to the applicable document.
SAFE
HARBOR FOR FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K may include or incorporate by reference certain
statements that we believe are, or may be considered to be, "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Any statements that are not statements of historical fact (including
statements containing the words “believes,” “plans,” “anticipates,” “expects,”
estimates and similar expressions) should be considered to be forward-looking
statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate the transaction
with Liberty Media Corporation; economic conditions; product demand and market
acceptance; ability to simplify aspects of our business model, improve customer
service, create new and desirable programming content and interactive features,
and achieve anticipated economies of scale; government action; local political
or economic developments in or affecting countries where we have operations,
including political, economic and social uncertainties in many Latin American
countries in which DIRECTV Latin America operates; foreign currency exchange
rates; currency exchange controls; ability to obtain export licenses;
competition; the outcome of legal proceedings; ability to achieve cost
reductions; ability of third parties to timely perform material contracts;
ability to renew programming contracts under favorable terms; technological
risk; limitations on access to distribution channels; the success and timeliness
of satellite launches; in-orbit performance of satellites, including technical
anomalies; loss of uninsured satellites; theft of satellite programming signals;
our ability to access capital to maintain our financial flexibility; and the
other factors described in The DIRECTV Group, Inc.’s Annual Reports on Form 10-K
for the year ended December 31, 2008. These forward looking statements speak
only as of the date of this communication and The DIRECTV Group, Inc. disclaims
any intention or obligation to update any forward-looking statements as a result
of developments occurring after the date of this communication.
SIGNATURE
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 hereunto
duly authorized.
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THE
DIRECTV GROUP, INC.
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(Registrant)
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Date: June
18, 2009
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By:
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/s/
Larry D. Hunter
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Name:
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Larry
D. Hunter
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Title:
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Executive
Vice President, Legal, Administration and Human Resources,
General
Counsel and Secretary
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