|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Certain
United States Federal Income Tax Considerations
The following is a summary of certain U.S. federal income
tax consequences of the reverse stock split to holders of our
common stock. This discussion is based upon the Code, Treasury
regulations, judicial authorities, published positions of the
Internal Revenue Service (the “IRS”) and other
applicable authorities, all as currently in effect and all of
which are subject to change or differing interpretations
(possibly with retroactive effect). This discussion is limited
to U.S. holders (as defined below) that hold their shares
of our common stock as capital assets for U.S. federal
income tax purposes (generally, assets held for investment).
This discussion does not address all of the tax consequences
that may be relevant to a particular stockholder or to
stockholders that are subject to special treatment under
U.S. federal income tax laws, such as:
Table of Contents
If a partnership or other entity taxed as a partnership holds
our common stock, the tax treatment of a partner in the
partnership generally will depend upon the status of the partner
and the activities of the partnership. Partnerships and partners
in such a partnership should consult their tax advisers about
the tax consequences of the reverse stock split to them.
This discussion does not address the tax consequences of the
reverse stock split under state, local or foreign tax laws. No
assurance can be given that the IRS would not assert, or that a
court would not sustain, a position contrary to any of the tax
consequences set forth below.
Holders of our common stock are urged to consult with their
own tax advisors as to the tax consequences of the reverse stock
split in their particular circumstances, including the
applicability and effect of the alternative minimum tax and any
state, local or foreign and other tax laws and of changes in
those laws.
For purposes of this section, the term
“U.S. holder” means a beneficial owner of our
common stock that for U.S. federal income tax purposes is:
Tax
Consequences of the Reverse Stock Split Generally
Except as provided below with respect to cash received in
lieu of fractional shares, a U.S. holder will not recognize
any gain or loss as a result of the reverse stock split.
Cash
received in lieu of fractional shares
A U.S. holder that receives cash in lieu of a fractional
share of common stock in the reverse stock split will generally
be treated as having received such fractional share and then as
having received such cash in redemption of such fractional share
interest. A U.S. holder generally will recognize gain or
loss measured by the difference between the amount of cash
received and the portion of the basis of the pre-reverse stock
split common stock allocable to such fractional interest. Such
gain or loss generally will constitute capital gain or loss and
will be long-term capital gain or loss if the
U.S. holder’s holding period in our common stock
exchanged therefore was greater than one year as of the date of
the exchange.
Tax
Basis and Holding Period
A U.S. holder’s aggregate tax basis in the common
stock received in the reverse stock split will equal such
stockholder’s aggregate tax basis in our common stock
surrendered in the reverse stock split reduced by any amount
allocable to a fractional share of post-reverse stock split
common stock for which cash is received. The holding period for
the shares of our common stock received in the reverse stock
split generally will include the holding period for the shares
of our common stock exchanged therefor.
Table of Contents
Required
Vote and Recommendation
The affirmative vote of the holders of a majority of the voting
power of our common stock, our Series A Convertible
Preferred Stock and our
Series B-1
Preferred Stock, voting together as a single class, and of
holders of a majority of the voting power of our common stock,
voting as a separate class, will be required to approve the
Reverse Stock Split Amendment. Approval by stockholders of this
Item 3 is not conditioned upon approval of Item 2;
conversely, approval by stockholders of Item 2 is not
conditioned upon approval of this Item 3.
The board of directors unanimously recommends a vote
“FOR” the proposal to amend our certificate of
incorporation to effect a reverse stock split at a ratio of not
less than one-for-ten and not more than one-for-fifty any time
prior to June 30, 2010, with the exact ratio to be
determined by our board of directors and to reduce the number of
authorized shares as set forth in Item 3 above.
Our board of directors has adopted the Sirius XM Radio Inc. 2009
Long-Term Stock Incentive Plan (referred to herein as the
“Plan”), subject to the approval of our stockholders.
If the Plan is approved by our stockholders, no future equity
awards will be made pursuant to the Amended and Restated Sirius
Satellite Radio 2003 Long-Term Incentive Plan, the XM Satellite
Radio Holdings Inc. 2007 Stock Incentive Plan and the XM
Satellite Radio Holdings Inc. Talent Option Plan (collectively,
the “Predecessor Plans”). The Plan, if approved, will
expire in 2019.
This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. Certain
United States Federal Income Tax Considerations
The following is a summary of certain U.S. federal income
tax consequences of the reverse stock split to holders of our
common stock. This discussion is based upon the Code, Treasury
regulations, judicial authorities, published positions of the
Internal Revenue Service (the “IRS”) and other
applicable authorities, all as currently in effect and all of
which are subject to change or differing interpretations
(possibly with retroactive effect). This discussion is limited
to U.S. holders (as defined below) that hold their shares
of our common stock as capital assets for U.S. federal
income tax purposes (generally, assets held for investment).
This discussion does not address all of the tax consequences
that may be relevant to a particular stockholder or to
stockholders that are subject to special treatment under
U.S. federal income tax laws, such as:
If a partnership or other entity taxed as a partnership holds
our common stock, the tax treatment of a partner in the
partnership generally will depend upon the status of the partner
and the activities of the partnership. Partnerships and partners
in such a partnership should consult their tax advisers about
the tax consequences of the reverse stock split to them.
This discussion does not address the tax consequences of the
reverse stock split under state, local or foreign tax laws. No
assurance can be given that the IRS would not assert, or that a
court would not sustain, a position contrary to any of the tax
consequences set forth below.
Holders of our common stock are urged to consult with their
own tax advisors as to the tax consequences of the reverse stock
split in their particular circumstances, including the
applicability and effect of the alternative minimum tax and any
state, local or foreign and other tax laws and of changes in
those laws.
For purposes of this section, the term
“U.S. holder” means a beneficial owner of our
common stock that for U.S. federal income tax purposes is:
Table of Contents
Tax
Consequences of the Reverse Stock Split Generally
Except as provided below with respect to cash received in
lieu of fractional shares, a U.S. holder will not recognize
any gain or loss as a result of the reverse stock split.
Cash
received in lieu of fractional shares
A U.S. holder that receives cash in lieu of a fractional
share of common stock in the reverse stock split will generally
be treated as having received such fractional share and then as
having received such cash in redemption of such fractional share
interest. A U.S. holder generally will recognize gain or
loss measured by the difference between the amount of cash
received and the portion of the basis of the pre-reverse stock
split common stock allocable to such fractional interest. Such
gain or loss generally will constitute capital gain or loss and
will be long-term capital gain or loss if the
U.S. holder’s holding period in our common stock
exchanged therefore was greater than one year as of the date of
the exchange.
Tax
Basis and Holding Period
A U.S. holder’s aggregate tax basis in the common
stock received in the reverse stock split will equal such
stockholder’s aggregate tax basis in our common stock
surrendered in the reverse stock split reduced by any amount
allocable to a fractional share of post-reverse stock split
common stock for which cash is received. The holding period for
the shares of our common stock received in the reverse stock
split generally will include the holding period for the shares
of our common stock exchanged therefor.
| EXCERPTS ON THIS PAGE:
RELATED TOPICS for SIRI: |
| |||||||
