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World Space Inc Registration Statement 333-124044 to SEC

World Space Inc Registration Statement 333-124044 to SEC

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WorldSpace Inc Aug-2005 Registration Statement 333-124044 to Securities and Exchange Commission
WorldSpace Inc Aug-2005 Registration Statement 333-124044 to Securities and Exchange Commission

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Published by: lockhimupasap on Jul 23, 2009
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05/11/2014

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Table of Contents
As filed with the Securities and Exchange Commission on August 3, 2005Registration No. 333-124044
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549AMENDMENT NO. 9 TO
FORM S-1REGISTRATION STATEMENT
UNDERTHE SECURITIES ACT OF 1933
WORLDSPACE, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
4832
 
52-1732881
(State or other jurisdiction of incorporation or organization)
 
(Primary Standard IndustrialClassification Code Number)
 
(I.R.S. EmployerIdentification No.)
2400 N Street, N.W.Washington, D.C. 20037
(202) 969-6000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Donald J. Frickel, Esq.General CounselWorldSpace, Inc.2400 N Street, N.W.Washington, D.C. 20037
(202) 969-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Jeffrey E. Cohen, Esq.Coudert Brothers LLP1114 Avenue of the AmericasNew York, New York 10036
(212) 626-4400
 
Peter D. Nesgos, Esq.James H. Ball, Jr., Esq.Milbank, Tweed, Hadley & McCloy LLPOne Chase Manhattan PlazaNew York, New York 10005
(212) 530-5000
Approximate date of commencement of proposed sale to public:
As soon as practicable after this RegistrationStatement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933, check the following box. ¨
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, pleasecheck the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
 
Title of Each Class of Securitiesto be Registered
 
ProposedMaximumOffering Price (1)
 
Amount of RegistrationFee
Class A common stock, par value $0.01 per share
 
$272,973,200
 
$32,129(2)
(1)
 
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933.(2)
 
Filing fees of $11,770, $9,728 and $2,388.10 were previously paid on April 13, 2005, June 27, 2005, and July 19, 2005,WorldSpace, Inc (Form: S-1/A, Received: 08/03/2005 07:12:36)http://google.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFil...1 of 20823/07/2009 04:29
 
respectively.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay itseffective date until the Registrant shall file a further amendment which specifically states that this RegistrationStatement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thisRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuantto said Section 8(a), may determine.
 
WorldSpace, Inc (Form: S-1/A, Received: 08/03/2005 07:12:36)http://google.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFil...2 of 20823/07/2009 04:29
 
Table of Contents
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities,and is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
 
PRELIMINARY PROSPECTUS
 
Subject to Completion
 
August 3, 2005
 
11,868,400 Shares
 
Class A Common Stock
 
This is the initial public offering of 11,868,400 shares of our Class A Common Stock. No public market currently exists for our common stock. We are offering 11,500,000 shares of the Class A Common Stock and a selling stockholder is offering 368,400shares of our Class A Common Stock offered by this prospectus. We will not receive any of the proceeds from the sale of our Class A Common Stock by the selling stockholder. We expect the public offering price of our Class A Common Stock to be between $18.00 and $20.00 per share.
 
Our Class A Common Stock has been approved for quotation on the NASDAQ National Market under the trading symbol“WRSP.”
 
Investing in our Class A Common Stock involves a high degree of risk. Before buying any shares, you should carefullyread the discussion of material risks of investing in our common stock under “Risk factors” beginning on page 11 of thisprospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense.
 
Per Share
 
Total
Public offering price
 
$ $Underwriting discounts and commissions
 
$ $Proceeds, before expenses, to us
 
$ $Proceeds, before expenses, to the selling stockholder 
 
$ $
The underwriters may also purchase from us up to an additional 1,780,260 shares of our Class A Common Stock at the publicoffering price, less the underwriting discounts and commissions payable by us, to cover over-allotments, if any, within 30 daysfrom the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discounts and commissionswill be $ and our total proceeds, before expenses, will be $ .
 
The underwriters are offering our Class A Common Stock as set forth under “Underwriting.” Delivery of the shares will be madeon or about , 2005.
 
UBS Investment Bank
 
SG Cowen & Co.
WorldSpace, Inc (Form: S-1/A, Received: 08/03/2005 07:12:36)http://google.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFil...3 of 20823/07/2009 04:29

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