UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 9, 2005
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THE DIRECTV GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-31945 52-1106564
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(Commission File Number) (IRS Employer Identification No.)
2250 EAST IMPERIAL HIGHWAY
EL SEGUNDO, CALIFORNIA 90245
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(Address of Principal Executive Offices) (Zip Code)
(310) 964-0808
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On June 8, 2004, The DIRECTV Group, Inc. (the "Company"), Hughes
Network Systems, Inc. ("HNS") and Flextronics Sales & Marketing (L-A) Ltd.
("Flextronics") entered into an agreement whereby Flextronics acquired HNS' 55%
ownership interest in Hughes Software Systems Limted ("HSS"). On September 10,
2004, the Company filed a Current Report on Form 8-K (the "September Form 8-K")
revising certain portions of its Annual Report on Form 10-K ("Form 10-K") for
the fiscal year ended December 31, 2003 to reflect the reclassification of HSS
as a discontinued operation pursuant to the requirements of Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." Certain portions of the Form 10-K had been
previously revised to reflect, among other things, the reclassification of
PanAmSat Corporation ("PanAmSat") as a discontinued operation in the Company's
Current Report on Form 8-K filed on June 3, 2004 (the "June Form 8-K") as a
result of the sale of the Company's interest in PanAmSat Corporation announced
on April 20, 2004.
The revised presentation of Item 6: Selected Financial Data ("Item
6"), attached hereto as Exhibit 99.1, reflects the reclassification of HSS and
PanAmSat as discontinued operations for all years presented therein. Fiscal
years ended December 31, 2003, 2002 and 2001 were previously reclassified and
filed with each of the June Form 8-K and the September Form 8-K to reflect the
reclassifications of PanAmSat and HSS, respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. EXHIBIT
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99.1 Item 6. Selected Financial Data.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE DIRECTV GROUP, INC.
(Registrant)
Date: February 9, 2005 By: /s/ Larry D. Hunter
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Name: Larry D. Hunter
Title: Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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99.1 Item 6. Selected Financial Data.
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