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UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
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SEC FILE NUMBER CUSIP NUMBER | ||
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(Check one): |
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x Form 10-K |
o Form 20-F |
o Form 11-K |
o Form 10-Q |
o Form 10-D | |
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o Form N-SAR |
o Form N-CSR |
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For Period Ended: |
December 31, 2011 | ||||
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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EchoStar Corporation |
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Full Name of Registrant |
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N/A |
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Former Name if Applicable |
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100 Inverness Terrace East |
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Address of Principal Executive Office (Street and Number) |
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Englewood, CO 80112 |
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City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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x |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
In preparing its year-end financial statements to be included in its Annual Report on Form 10-K for the year ended December 31, 2011 (the “Form 10-K”), EchoStar Corporation (the “Company”) has completed the preparation of its 2011 consolidated financial statements with the exception of certain components related to the 2011 provision for income taxes, including certain current and deferred tax balances as of December 31, 2011. The completion of the income tax provisions has been affected by, among other things, the Company’s acquisition during 2011 of Hughes Communications, Inc. and its subsidiaries. Because the income tax provision work is not complete, management has determined that additional time will be required to ensure the accuracy and completeness of the income tax provisions. As a result, the Company was not able to file the Form 10-K by February 29, 2012. The Company expects to file the Form 10-K as soon as practicable and within the time period permitted by Rule 12b-25.
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification | ||||
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Dean A. Manson |
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(301) |
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428-5500 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
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x Yes o No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
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x Yes o No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||
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The Company’s results of operations for the year ended December 31, 2011 reflect changes from its results of operations for the year ended December 31, 2010. On February 23, 2012, pursuant to Item 2.02 in the Company’s Current Report on Form 8-K, the Company furnished certain preliminary unaudited 2011 results to the Securities and Exchange Commission (the “Form 8-K”). As set forth in the Form 8-K, the Company reported preliminary unaudited income before income taxes of $26 million for the year ended December 31, 2011, compared with income before income taxes of $289 million for the year ended December 31, 2010. | ||||
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Forward-Looking Statements | ||||
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This notification may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we “believe,” “intend,” “plan,” “estimate,” “expect” or “anticipate” will occur and other similar statements), you must remember that our expectations may not be achieved, even though we believe they are reasonable. We do not guarantee that any future transactions or events described herein will happen as described or that they will happen at all. You should read this notification completely and with the understanding that actual future results may be materially different from what we expect. Whether actual events or results will conform with our expectations and predictions is subject to a number of risks and uncertainties. For further information regarding risks and uncertainties associated with the Company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s periodic reports filed with the Securities and Exchange Commission. | ||||
EchoStar Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
February 29, 2012 |
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By |
/s/ Dean A. Manson |
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Dean A. Manson |
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Executive Vice President, |
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General Counsel and Secretary |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||