SECURITIES AND EXCHANGE COMMISSION FORM S-4 Registration of securities issued in business combination transactions Filing Date: 2011-07-01 SEC Accession No. 0001104659-11-037405 (HTML Version on secdatabase.com) FILER ECHOSPHERE LLC Mailing Address Business Address 9601 S. MERIDIAN 9601 S. MERIDIAN CIK:920433| IRS No.: 840833457 | State of Incorp.:CO | Fiscal Year End: 1231 ENGLEWOOD CO 80112 ENGLEWOOD CO 80112 Type: S-4 | Act: 33 | File No.: 333-175277-01 | Film No.: 11943572 3037231277 SIC: 4841 Cable & other pay television services DISH Network LLC Mailing Address Business Address 9601 S MERIDIAN BLVD 9601 S MERIDIAN BLVD CIK:920436| IRS No.: 841114039 | State of Incorp.:CO | Fiscal Year End: 1231 ENGLEWOOD CO 80112 ENGLEWOOD CO 80112 Type: S-4 | Act: 33 | File No.: 333-175277-03 | Film No.: 11943574 3037231000 SIC: 4841 Cable & other pay television services DISH DBS CORP Mailing Address Business Address 9601 S. MERIDIAN BLVD. 9601 S. MERIDIAN BLVD. CIK:1042642| IRS No.: 841328967 | State of Incorp.:CO | Fiscal Year End: 1231 ENGLEWOOD CO 80112 ENGLEWOOD CO 80112 Type: S-4 | Act: 33 | File No.: 333-175277 | Film No.: 11943571 3037231277 SIC: 4899 Communications services, nec DISH NETWORK SERVICE LLC Mailing Address Business Address 9601 S. MERIDIAN BLVD. 9601 S. MERIDIAN BLVD. CIK:1175721| IRS No.: 841195952 ENGLEWOOD CO 80112 ENGLEWOOD CO 80112 Type: S-4 | Act: 33 | File No.: 333-175277-04 | Film No.: 11943575 3037231277 DISH OPERATING L.L.C. Mailing Address Business Address 9601 S MERIDIAN BLVD 9601 S MERIDIAN BLVD CIK:1285646| IRS No.: 200715965 | State of Incorp.:CO | Fiscal Year End: 1231 ENGLEWOOD CO 80112 ENGLEWOOD CO 80112 Type: S-4 | Act: 33 | File No.: 333-175277-02 | Film No.: 11943573 3037231000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on June 30, 2011. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DISH DBS Corporation* (Exact name of registrant as specified in its charter) Colorado 5064 84-1328967 (State or other jurisdiction of (Primary standard industrial (I.R.S. Employer incorporation or organization) classification code number) Identification Number) 9601 South Meridian Boulevard Englewood, Colorado 80112 (303) 723-1000 (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices) R. Stanton Dodge, Esq. Executive Vice President, General Counsel and Secretary DISH DBS Corporation 9601 South Meridian Boulevard Englewood, Colorado 80112 (303) 723-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Scott D. Miller, Esq. Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, California 94303 (650) 461-5600 * The companies listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the effective date of this registration statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller Reporting Company o (Do not check if a smaller reporting company) If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) o CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Title of Each Class of Amount to be Maximum Offering Aggregate Offering Amount of Securities to be Registered Registered Price Per Note (1) Price (1) Registration Fee 6.75% Senior Notes due 2021 $ 2,000,000,000 100% $ 2,000,000,000 $ 232,200 Guarantees of 6.75% Senior Notes due 2021 (3) (2) (2) (2) (2) ADDITIONAL REGISTRANTS Jurisdiction of IRS Employer Exact Name of Additional Registrants* Formation Identification No. DISH Network L.L.C. Colorado 84-1114039 DISH Operating L.L.C. Colorado 20-0715965 Echosphere L.L.C. Colorado 84-0833457 DISH Network Service L.L.C. Colorado 84-1195952 * The address for each of the additional Registrants is c/o DISH DBS Corporation, 9601 South Meridian Boulevard, Englewood, Colorado 80112. The primary standard industrial classification number for each of the additional Registrants is 5064. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) Pursuant to rule 457(f), the fee is calculated based upon the book value of the 6.75% Senior Notes due 2021. (2) Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the guarantees. (3) Guaranteed by the additional Registrants below. The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION. DATED JUNE 30, 2011 PROSPECTUS DISH DBS CORPORATION Offer to Exchange up to $2,000,000,000 aggregate principal amount of new 6.75% Senior Notes due 2021, which have been registered under the Securities Act of 1933, for any and all of its outstanding 6.75% Senior Notes due 2021 Subject to the Terms and Conditions described in this Prospectus The Exchange Offer will expire at 5:00 p.m. New York City time, on , 2011, unless extended We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, our new 6.75% Senior Notes due 2021 for all of our outstanding old 6.75% Senior Notes due 2021. We refer to our outstanding 6.75% Senior Notes due 2021 as the old notes and to the new 6.75% Senior Notes due 2021 issued in this offer as the Notes. The Notes are substantially identical to the old notes that we issued on May 5, 2011, except for certain transfer restrictions and registration rights provisions relating to the old notes. The CUSIP numbers for the old notes are 25470X AD7 and U25486 AC2. Material Terms of The Exchange Offer · You will receive an equal principal amount of Notes for all old notes that you validly tender and do not validly withdraw. · The exchange should not be a taxable exchange for United States federal income tax purposes. · There has been no public market for the old notes and we cannot assure you that any public market for the Notes will develop. We do not intend to list the Notes on any securities exchange or to arrange for them to be quoted on any automated quotation system. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · The terms of the Notes are substantially identical to the old notes, except for transfer restrictions and registration rights relating to the old notes. · If you fail to tender your old notes for the Notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them. Investing in the Notes involves risks. Consider carefully the Risk Factors beginning on page 15 of this prospectus. We are not making this exchange offer in any state where it is not permitted. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2011. Table of Contents TABLE OF CONTENTS WHERE YOU CAN FIND MORE INFORMATION 2 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 4 SUMMARY 7 RISK FACTORS 15 BUSINESS 30 MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS 36 THE EXCHANGE OFFER 55 DESCRIPTION OF THE NOTES 62 CAPITALIZATION 96 DESCRIPTION OF MATERIAL INDEBTEDNESS 97 REGISTRATION RIGHTS 98 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 100 BENEFIT PLAN INVESTOR CONSIDERATIONS 105 BOOK-ENTRY, DELIVERY AND FORM 106 PLAN OF DISTRIBUTION 108 VALIDITY OF THE NOTES 108 EXPERTS 109 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 109 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS F-54 You should rely only on the information contained in this prospectus.