Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-104406
Prospectus Supplement dated June 13, 2003
(To Prospectus dated May 20, 2003)
Sirius Satellite Radio Inc.
57,314,176 Shares of Common Stock
This Prospectus Supplement should be read in conjunction with the
Prospectus, which is to be delivered by selling securityholders to prospective
purchasers along with this Prospectus Supplement. The "Selling Securityholders"
section of the Prospectus is hereby supplemented to reflect the distribution on
June 12, 2003 of 57,314,176 shares of common stock by Blackstone to its partners
(the "Additional Selling Stockholders"). Some of these Additional Selling
Stockholders may subsequently make further distributions to their respective
partners or members, in which event additional prospective supplements will be
filed naming such additional distributees. The following table sets forth the
maximum number of shares of common stock beneficially owned by each of the
Additional Selling Stockholders as of the date of this Prospectus Supplement
and after giving effect to such distribution. Each Additional Selling
Stockholder may offer all of these shares of common stock pursuant to the
Prospectus and this Prospectus Supplement and any distribution may occur
pursuant to the terms described in the "Plan of Distribution" contained in the
Prospectus.
The shares of common stock reflected on the table below held by Blackstone
and the Additional Selling Stockholders and the shares of common stock issuable
upon the exercise of the warrants held by Blackstone are entitled to the
benefits of a registration rights agreement, dated as of June 12, 2003, with us.
The registration rights agreement sets forth certain procedural requirements of
the company with respect to these shares of common stock. The agreement also
provides for certain board observer rights for a Blackstone entity and our
indemnification of certain liabilities under the securities laws. Blackstone
and the Additional Selling Stockholders have agreed to indemnify us for certain
liabilities under the securities laws with respect to information concerning
them. We expect to enter into similar registration rights agreements with LJH
Partners, L.P., Robert C. Fanch Revocable Trust and BCI Investments L.L.C. The
registration rights agreement will be incorporated by reference in the
registration statement of which the Prospectus is a part and may be read for a
full description of its terms.
In connection with the registration rights agreement, Blackstone has agreed
not to exercise its warrants after September 7, 2004.
Capitalized terms used in this Prospectus Supplement and not otherwise
defined have the meaning given to them in the Prospectus.
Number of Shares of Common Stock Owned Beneficially as
Name of Additional Selling Stockholder of the Date Hereof and Maximum Number of Shares of
-------------------------------------- Common Stock to be Offered Hereby
---------------------------------
Bank of America Capital Corporation 762,085
Bedrock Capital Partners 533,459
Number of Shares of Common Stock Owned Beneficially as
Name of Additional Selling Stockholder of the Date Hereof and Maximum Number of Shares of
-------------------------------------- Common Stock to be Offered Hereby
---------------------------------
Bell Atlantic Master Trust 1,524,170
BLACAP Partners 502,975
Blacksand Investment Pte Ltd. 1,509,472
Blackstone(1) 2,287,834
California Public Employees' Retirement System 3,048,340
California State Teachers' Retirement System 4,572,511
Capital d'Amerique CDPQ Inc. 801,833
Capital International CDPQ Inc. 801,833
Chancellor LGT Offshore Partnership Fund, L.P. 381,044
Public Employees' Retirement Association of Colorado 4,572,511
The Trustees of the Columbia University
In the City of New York 381,043
State Retirement Plans of Connecticut 457,251
Credit Suisse First Boston Investments
Fund 1997, L.P. 457,252
Dover Street IV L.P. 396,122
Finlayson Fund Investment Pte Ltd. 914,504
First Plaza Group Trust 1,665,181
General Electric Capital Corporation 762,085
General Reinsurance Corp. 381,043
Global Equities Limited 376,888
GS Private Equity Partners, L.P. 481,187
HarbourVest Partners V - Partnership Fund L.P. 339,532
Houston Firefighters' Relief & Retirement Fund 381,043
IBM Personal Pension Plan Trust 3,018,936
Lexington Partners - Hamilton Lane 2000 LLC 506,786
Los Angeles County Employees
Retirement Association 762,085
Masco Capital Corporation 609,668
Metropolitan Life Insurance Company 381,043
State Retirement Fund of Michigan 2,857,818
Morley Investments Limited 396,122
National Union Fire Insurance
Company of Pittsburgh, PA 391,741
Fonds de Prevoyance Nestle 381,044
New York Life Insurance Company 304,834
New York State Common Retirement Fund 3,048,339
The State Teachers Retirement System of Ohio 762,085
Paul Capital Ellis Holdings, LLC 522,028
Commonwealth of Pennsylvania State
Employees' Retirement System 1,143,127
Pension Reserves Investment Trust Fund 762,085
Pine Street I Holdings LLC 751,386
Number of Shares of Common Stock Owned Beneficially as
Name of Additional Selling Stockholder of the Date Hereof and Maximum Number of Shares of
-------------------------------------- Common Stock to be Offered Hereby
---------------------------------
Rhode Island Employees' Retirement System 304,834
The Robert Wood Johnson Foundation 609,668
The Rockefeller University 381,043
San Francisco City and County
Employees' Retirement System 457,251
South Ferry # 2, L.P. 304,834
Utah Retirement Systems 609,666
Other Additional Selling Stockholders (2) 9,756,555
________________
(1) The shares of common stock are held collectively by Blackstone Capital
Commitment Partners III L.P., Blackstone Management Associates III
L.L.C. and Blackstone Services (Cayman) III LDC. Each of these entities
is an affiliate of each other and of Blackstone. See the Prospectus for
additional information regarding Blackstone.
(2) Consists of Additional Selling Stockholders that hold, in the
aggregate, less than 1% of our aggregate outstanding common stock.