To: pcstel who wrote (5239 ) 9/29/2006 12:13:24 AM From: kknightmcc Respond to of 8420 Not to forget about this XM SEC filing: SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 5, 2006 -------------------------------------------------------------------------------- XM SATELLITE RADIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-27441 (Commission File Number) 54-1878819 (IRS Employer Identification Number) 1500 Eckington Place, N.E. Washington, DC 20002 (Address of principal executive offices) (Zip Code) -------------------------------------------------------------------------------- (202) 380-4000 Registrant’s telephone number, including area code Not applicable (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 August 31, 2006, we received a letter from the Staff of the Securities and Exchange Commission requesting that we voluntarily provide documents to the Staff regarding our subscriber targets, costs associated with attempting to reach those targets, and related matters during the third and fourth quarters of 2005. These questions appear to pertain to matters similar to the issues underlying the previously disclosed securities litigation filed against us earlier this year. XM will cooperate fully with the SEC’s informal inquiry. -------------------------------------------------------------------------------- SIGNATURES 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. XM SATELLITE RADIO HOLDINGS INC. Date: September 5, 2006 By: /s/ Joseph M. Titlebaum Joseph M. Titlebaum General Counsel and Secretary