Sale of Equity, Regulation FD Disclosure
Item 3.02 Unregistered Sales of Equity Securities.
We have directed The Bank of New York, the transfer agent for our common stock, to issue on January 9, 2006 an aggregate of 34,375,000 shares of common stock for the benefit of Howard Stern and Don Buchwald, his agent. Pursuant to our October 2004 agreement with Stern, we agreed to deliver these shares in December 2010, or earlier if as of the end of any fiscal year we exceeded agreed upon subscriber targets. Our December 31, 2005 subscriber total exceeded the subscriber target we agreed upon with Stern in October 2004.
The shares of common stock will be issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 and will be restricted securities as defined in the Securities Act. We intend to file a shelf registration statement with the SEC to register these shares for resale.