As filed with the Securities and Exchange Commission on
December 28, 2007
File No. 001-33807
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 3
to
Form 10
GENERAL FORM FOR
REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b)
OR 12(g)
OF THE SECURITIES EXCHANGE ACT
OF 1934
EchoStar Holding
Corporation
(Exact name of registrant as
specified in its charter)
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Nevada
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26-1232727
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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90 Inverness Circle E.
Englewood, Colorado
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80112
(Zip Code)
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(Address of Principal Executive
Offices)
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Registrant’s telephone number, including area code:
(303) 723-1000
Securities to be registered pursuant to Section 12(b) of
the Act:
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Title of Each Class to be so Registered
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Name of Each Exchange on Which Each Class is to be
Registered
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Class A Common Stock, $0.001 par value per share
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The NASDAQ Stock Market LLC
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Securities to be registered pursuant to Section 12(g) of
the Act:
None
EchoStar
Holding Corporation
Cross-Reference
Sheet Between the Information Statement and Items of
Form 10
Information
Included in the Information Statement and Incorporated by
Reference
into the Registration Statement on Form 10
Our information statement may be found as Exhibit 99.1 to
this Form 10. For your convenience, we have provided below
a cross-reference sheet identifying where the items required by
Form 10 can be found in the information statement.
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Item
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No.
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Caption
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Location in Information Statement
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1.
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Business
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See “Summary,” “Risk Factors,”
“Cautionary Statement Concerning Forward-Looking
Statements,” “The Spin-Off,”
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and
“Business”
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1A.
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Risk Factors
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See “Summary,” “Risk Factors” and
“Cautionary Statement Concerning Forward-Looking
Statements”
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2.
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Financial Information
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See “Summary,” “Risk Factors,”
“Selected Historical and Unaudited Pro Forma Combined and
Adjusted Financial Data,” “Unaudited Pro Forma
Combined and Adjusted Financial Information” and
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations”
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3.
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Properties
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See “Properties”
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4.
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Security Ownership of Certain Beneficial Owners and Management
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See “Security Ownership of Certain Beneficial Owners and
Management”
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5.
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Directors and Executive Officers
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See “Management”
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6.
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Executive Compensation
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See “Management”
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7.
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Certain Relationships and Related Transactions, and Director
Independence
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See “Risk Factors,” “Management,”
“Certain Relationships and Related Party Transactions”
and “Certain Intercompany Agreements”
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8.
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Legal Proceedings
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See “Business — Legal Proceedings”
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9.
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Market Price of and Dividends on the Registrant’s Common
Equity and Related Stockholder Matters
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See “Summary,” “The Spin-Off” and
“Description of Our Capital Stock”
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10.
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Recent Sales of Unregistered Securities
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None
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11.
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Description of Registrant’s Securities to be Registered
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See “Description of Our Capital Stock”
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12.
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Indemnification of Directors and Officers
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See “Management” and “Limitation of Liability and
Indemnification Matters”
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13.
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Financial Statements and Supplementary Data
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See “Selected Historical and Unaudited Pro Forma Combined
and Adjusted Financial Data,” “Unaudited Pro Forma
Combined and Adjusted Financial Information,” and
“Index to Financial Tables of EchoStar Holding
Corporation,” “Index to Statement of Net Assets to be
Contributed by EchoStar Communications Corporation,” and
“Index to Financial Tables of Sling Media, Inc.” and
the financial statements referenced therein
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14.
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Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
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None
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15.
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Financial Statements and Exhibits
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See “Index to Financial Tables of EchoStar Holding
Corporation,” “Index to Statement of Net Assets to be
Contributed by EchoStar Communications Corporation,” and
“Index to Financial Tables of Sling Media, Inc.” and
the financial statements referenced therein
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(a) List of Financial Statements and Schedules.
The following financial statements are included in the
information statement and filed as part of this Registration
Statement on Form 10:
(1) Combined Financial Statements of EchoStar Holding
Corporation, including Report of Independent Registered Public
Accounting Firm;
(2) Statement of Net Assets to be Contributed by EchoStar
Communications Corporation, including Report of Independent
Registered Public Accounting Firm; and
(3) Consolidated Financial Statements of Sling Media, Inc.,
including Report of Independent Registered Public Accounting
Firm.
The following financial statement schedule for the fiscal years
ended December 31, 2006, 2005 and 2004 is included in the
information statement and filed as part of this Registration
Statement:
None. All schedules have been included in the Combined Financial
Statements of EchoStar Holding Corporation or Notes thereto.
(b) Exhibits. The following documents are filed as exhibits
hereto:
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Exhibit
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Number
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Exhibit Description
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2
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.1
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Form of Separation Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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3
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.1
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Articles of Incorporation of EchoStar Holding Corporation*
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3
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.2
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Bylaws of EchoStar Holding Corporation*
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4
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.1
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Specimen Class A Common Stock Certificate of EchoStar
Holding Corporation*
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10
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.1
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Form of Transition Services Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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10
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.2
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Form of Tax Sharing Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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10
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.3
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Form of Employee Matters Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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10
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.4
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Form of Intellectual Property Matters Agreement between EchoStar
Holding Corporation, EchoStar Acquisition L.L.C., Echosphere
L.L.C., EchoStar DBS Corporation, EIC Spain SL, EchoStar
Technologies Corporation and EchoStar Communications Corporation*
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10
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.5
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Form of Management Services Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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10
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.6
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Manufacturing Agreement, dated as of March 22, 1995,
between HTS and SCI Technology, Inc. (incorporated by reference
to Exhibit 10.12 to the Registration Statement on
Form S-1
of Dish Ltd., Commission File
No. 33-81234)
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10
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.7
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Agreement between HTS, EchoStar Satellite L.L.C., and ExpressVu
Inc., dated January 8, 1997, as amended (incorporated by
reference to Exhibit 10.18 to the Annual Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 1996, as amended, Commission
File No. 0-26176)
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10
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.8
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Agreement to Form NagraStar L.L.C., dated as of
June 23, 1998, by and between Kudelski S.A., EchoStar
Communications Corporation and EchoStar Satellite L.L.C.
(incorporated by reference to Exhibit 10.28 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 1998, Commission File
No. 0-26176)
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10
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.9
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Satellite Service Agreement, dated as of March 21, 2003,
between SES Americom, Inc., EchoStar Satellite L.L.C. and
EchoStar Communications Corporation (incorporated by reference
to Exhibit 10.1 to the Quarterly Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
March 31, 2003, Commission File
No. 0-26176)
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10
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.10
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Amendment No. 1 to Satellite Service Agreement dated
March 31, 2003 between SES Americom Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
September 30, 2003, Commission File
No. 0-26176)
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Exhibit
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Number
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Exhibit Description
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10
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.11
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Satellite Service Agreement dated as of August 13, 2003
between SES Americom Inc., EchoStar Satellite L.L.C. and
EchoStar Communications Corporation (incorporated by reference
to Exhibit 10.2 to the Quarterly Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
September 30, 2003, Commission File
No. 0-26176)
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10
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.12
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Satellite Service Agreement, dated February 19, 2004,
between SES Americom, Inc., EchoStar Satellite L.L.C. and
EchoStar Communications Corporation (incorporated by reference
to Exhibit 10.1 to the Quarterly Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
March 31, 2004, Commission File
No. 0-26176)
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10
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.13
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Amendment No. 1 to Satellite Service Agreement, dated
March 10, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
March 31, 2004, Commission File
No. 0-26176)
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10
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.14
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Amendment No. 3 to Satellite Service Agreement, dated
February 19, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.3 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
March 31, 2004, Commission File
No. 0-26176)
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10
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.15
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Amendment No. 2 to Satellite Service Agreement, dated
April 30, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
June 30, 2004, Commission File
No. 0-26176)
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10
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.16
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Amendment No. 4 to Satellite Service Agreement, dated
October 21, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.23 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 2004, Commission File
No. 0-26176)
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10
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.17
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Amendment No. 3 to Satellite Service Agreement, dated
November 19, 2004 between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.24 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 2004, Commission File
No. 0-26176)
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10
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.18
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Amendment No. 5 to Satellite Service Agreement, dated
November 19, 2004, between SES Americom, Inc.,
EchoStar Satellite L.L.C. and EchoStar Communications
Corporation (incorporated by reference to Exhibit 10.25 to
the Annual Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 2004, Commission File
No. 0-26176)
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10
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.19
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Amendment No. 6 to Satellite Service Agreement, dated
December 20, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.26 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 2004, Commission File
No. 0-26176)
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10
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.20
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Amendment No. 4 to Satellite Service Agreement, dated
April 6, 2005, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
June 30, 2005, Commission File
No. 0-26176)
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10
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.21
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Amendment No. 5 to Satellite Service Agreement, dated
June 20, 2005, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
June 30, 2005, Commission File
No. 0-26176)
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10
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.22
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Form of EchoStar Holding Corporation 2008 Stock Incentive
Plan†*
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10
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.23
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Form of EchoStar Holding Corporation 2008 Employee Stock
Purchase Plan†*
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10
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.24
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Form of EchoStar Holding Corporation 2008 Nonemployee Director
Stock Option Plan†*
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10
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.25
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Form of EchoStar Holding Corporation 2008 Class B CEO Stock
Option Plan*
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10
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.26
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Form of Receiver Agreement between EchoSphere L.L.C. and
EchoStar Technologies L.L.C.*
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10
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.27
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Form of Broadcast Agreement between EchoStar Holding Corporation
and EchoStar Satellite L.L.C.*
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Exhibit
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Number
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Exhibit Description
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10
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.28
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Form of Satellite Capacity Agreement between EchoStar Holding
Corporation and EchoStar Satellite L.L.C.*
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21
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List of Subsidiaries of EchoStar Holding Corporation*
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99
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.1
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Preliminary Information Statement of EchoStar Holding
Corporation, subject to completion, dated December 28, 2007
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†
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Management contract or compensatory plan or arrangement
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*
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Previously filed
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this Amendment No. 3 to Registration Statement on
Form 10 to be signed on its behalf by the undersigned,
thereunto duly authorized.
ECHOSTAR HOLDING CORPORATION
Charles W. Ergen
Chairman and Chief Executive Officer
Dated: December 28, 2007
EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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2
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.1
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Form of Separation Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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3
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.1
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Articles of Incorporation of EchoStar Holding Corporation*
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3
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.2
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Bylaws of EchoStar Holding Corporation*
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4
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.1
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Specimen Class A Common Stock Certificate of EchoStar
Holding Corporation*
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10
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.1
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Form of Transition Services Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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10
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.2
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Form of Tax Sharing Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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10
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.3
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Form of Employee Matters Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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10
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.4
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Form of Intellectual Property Matters Agreement between EchoStar
Holding Corporation, EchoStar Acquisition LLC, Echosphere
L.L.C., EchoStar DBS Corporation, EIC Spain SL, EchoStar
Technologies Corporation and EchoStar Communications Corporation*
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10
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.5
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Form of Management Services Agreement between EchoStar Holding
Corporation and EchoStar Communications Corporation*
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10
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.6
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Manufacturing Agreement, dated as of March 22, 1995,
between HTS and SCI Technology, Inc. (incorporated by reference
to Exhibit 10.12 to the Registration Statement on
Form S-1
of Dish Ltd., Commission File
No. 33-81234)
|
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10
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.7
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Agreement between HTS, EchoStar Satellite L.L.C. and ExpressVu
Inc., dated January 8, 1997, as amended (incorporated by
reference to Exhibit 10.18 to the Annual Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 1996, as amended, Commission File
No. 0-26176)
|
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|
10
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.8
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Agreement to Form NagraStar L.L.C., dated as of
June 23, 1998, by and between Kudelski S.A., EchoStar
Communications Corporation and EchoStar Satellite L.L.C.
(incorporated by reference to Exhibit 10.28 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 1998, Commission File
No. 0-26176)
|
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10
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.9
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Satellite Service Agreement, dated as of March 21, 2003,
between SES Americom, Inc., EchoStar Satellite L.L.C. and
EchoStar Communications Corporation (incorporated by reference
to Exhibit 10.1 to the Quarterly Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
March 31, 2003, Commission File
No. 0-26176)
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10
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.10
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Amendment No. 1 to Satellite Service Agreement dated
March 31, 2003 between SES Americom Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
September 30, 2003, Commission File
No. 0-26176)
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10
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.11
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Satellite Service Agreement dated as of August 13, 2003
between SES Americom Inc., EchoStar Satellite L.L.C. and
EchoStar Communications Corporation (incorporated by reference
to Exhibit 10.2 to the Quarterly Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
September 30, 2003, Commission File
No. 0-26176)
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10
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.12
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Satellite Service Agreement, dated February 19, 2004,
between SES Americom, Inc., EchoStar Satellite L.L.C. and
EchoStar Communications Corporation (incorporated by reference
to Exhibit 10.1 to the Quarterly Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
March 31, 2004, Commission File
No. 0-26176)
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10
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.13
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Amendment No. 1 to Satellite Service Agreement, dated
March 10, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
March 31, 2004, Commission File
No. 0-26176)
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10
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.14
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Amendment No. 3 to Satellite Service Agreement, dated
February 19, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.3 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
March 31, 2004, Commission File
No. 0-26176)
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Exhibit
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Number
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Exhibit Description
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10
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.15
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Amendment No. 2 to Satellite Service Agreement, dated
April 30, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
June 30, 2004, Commission File
No. 0-26176)
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10
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.16
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Amendment No. 4 to Satellite Service Agreement, dated
October 21, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.23 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 2004, Commission File
No. 0-26176)
|
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10
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.17
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Amendment No. 3 to Satellite Service Agreement, dated
November 19, 2004 between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.24 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 2004, Commission File
No. 0-26176)
|
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10
|
.18
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Amendment No. 5 to Satellite Service Agreement, dated
November 19, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.25 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 2004, Commission File
No. 0-26176)
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10
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.19
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|
Amendment No. 6 to Satellite Service Agreement, dated
December 20, 2004, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.26 to the Annual
Report on
Form 10-K
of EchoStar Communications Corporation for the year ended
December 31, 2004, Commission File
No. 0-26176)
|
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10
|
.20
|
|
Amendment No. 4 to Satellite Service Agreement, dated
April 6, 2005, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
June 30, 2005, Commission File
No. 0-26176)
|
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|
10
|
.21
|
|
Amendment No. 5 to Satellite Service Agreement, dated
June 20, 2005, between SES Americom, Inc., EchoStar
Satellite L.L.C. and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
of EchoStar Communications Corporation for the quarter ended
June 30, 2005, Commission File
No. 0-26176)
|
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|
10
|
.22
|
|
Form of EchoStar Holding Corporation 2008 Stock Incentive
Plan†*
|
|
|
10
|
.23
|
|
Form of EchoStar Holding Corporation 2008 Employee Stock
Purchase Plan†*
|
|
|
10
|
.24
|
|
Form of EchoStar Holding Corporation 2008 Nonemployee Director
Stock Option Plan†*
|
|
|
10
|
.25
|
|
Form of EchoStar Holding Corporation 2008 Class B CEO Stock
Option Plan*
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|
|
10
|
.26
|
|
Form of Receiver Agreement between EchoSphere L.L.C. and
EchoStar Technologies L.L.C.*
|
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|
10
|
.27
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|
Form of Broadcast Agreement between EchoStar Holding Corporation
and EchoStar Satellite L.L.C.*
|
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|
10
|
.28
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|
Form of Satellite Capacity Agreement between EchoStar Holding
Corporation and EchoStar Satellite L.L.C.*
|
|
|
21
|
|
|
List of Subsidiaries of EchoStar Holding Corporation*
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99
|
.1
|
|
Preliminary Information Statement of EchoStar Holding
Corporation, subject to completion, dated December 28, 2007
|
|
|
|
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|
†
|
|
Management contract or compensatory plan or arrangement
|
|
|
|
*
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Previously filed
|
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