-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LJWgY3t2riJoP2FHcpT54W5ddHaDU1dyyvx2fkvm6UAfgiJGwY5vRj1MTmeacP1f noHdHaQ+sRZp/oGitTCaXw== /in/edgar/work/0000899140-00-000484/0000899140-00-000484.txt : 20001115 0000899140-00-000484.hdr.sgml : 20001115 ACCESSION NUMBER: 0000899140-00-000484 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001114 EFFECTIVENESS DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: [4812 ] IRS NUMBER: 133867424 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49922 FILM NUMBER: 767559 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 14, 2000 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LORAL SPACE & COMMUNICATIONS LTD. (Exact name of registrant as specified in its charter) Bermuda 13-3867424 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) c/o Loral SpaceCom Corporation 600 Third Avenue New York, New York 10016 (212) 697-1105 (Address, including zip code, and telephone number, including area code, of principal executive offices) -------------------------------------------------- The Loral Savings Plan (Full title of the plan) -------------------------------------------------- Avi Katz, Esq. Loral SpaceCom Corporation 600 Third Avenue New York, New York 10016 (212) 697-1105 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------------------------------- Copies to Bruce R. Kraus, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019 (212) 728-8000 -------------------------------------------------- CALCULATION OF REGISTRATION FEE
===================== ============== ==================== ==================== ================== Title of Proposed maximum Proposed maximum securities to Amount to be offering price per aggregate offering Amount of be registered registered (1) share (2) price (2) registration fee - --------------------- -------------- -------------------- -------------------- ------------------ Common Shares, $0.01 5,000,000 $5.875 $29,375,000 $7,755 par value per share ===================== ============== ==================== ==================== ================== (1) This Registration Statement covers 5,000,000 shares authorized to be sold under the Loral Savings Plan (the "Savings Plan"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities Act"), this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the Savings Plan. (2) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act, based upon the average of the high and low sales prices of the Common Shares as reported by the New York Stock Exchange on November 10, 2000.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by Loral Space & Communications Ltd., a Bermuda company (the "Company"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000, filed pursuant to the Exchange Act; (c) The Company's Current Reports on Form 8-K, filed on May 3, 2000, July 7, 2000, August 31, 2000, September 21, 2000 and September 25, 2000, pursuant to the Exchange Act; and (d) The description of the common stock of the Company, $0.01 par value per share, contained in the Company's Registration Statement on Form 10, File No. 1-14180, as amended by Amendment Nos. 1, 2 and 3 filed on January 24, 1996, March 12, 1996, March 27, 1996 and April 12, 1996, respectively, pursuant to the Exchange Act (the "Form 10"). In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission (provided, however, that the information referred to in item 402(a)(8) of Regulation S-K of the Commission shall not be deemed specifically incorporated by reference herein). Item 8. EXHIBITS Exhibit No. - ----------- 5 Opinion of Appleby, Spurling & Kempe as to the validity of the shares to be issued. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5). SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 14th day of November, 2000. LORAL SPACE & COMMUNICATIONS LTD. By: /s/ Avi Katz ------------------------------ Avi Katz Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act, the administrative Committee of the Loral Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 13th day of November, 2000. LORAL SAVINGS PLAN By: /s/ Mandy Capogrossi ------------------------------ Mandy Capogrossi (a member of the Savings Plan's administrative Committee) Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Bernard L. Schwartz Chairman of the Board and Chief Executive Officer November 14, 2000 - ----------------------------- (Principal Executive Officer) Bernard L. Schwartz Director November __, 2000 - ----------------------------- Howard Gittis /s/ Robert B. Hodes Director November 14, 2000 - ----------------------------- Robert B. Hodes Director November __, 2000 - ----------------------------- Gershon Kekst /s/ Charles Lazarus Director November 14, 2000 - ----------------------------- Charles Lazarus Director November __, 2000 - ----------------------------- Malvin A. Ruderman /s/ E. Donald Shapiro Director November 14, 2000 - ----------------------------- E. Donald Shapiro /s/ Arthur L. Simon Director November 14, 2000 - ----------------------------- Arthur L. Simon /s/ Daniel Yankelovich Director November 14, 2000 - ----------------------------- Daniel Yankelovich /s/ Richard J. Townsend Senior Vice President and Chief Financial Officer November 14, 2000 - ----------------------------- (Principal Financial Officer) Richard J. Townsend /s/ Harvey B. Rein Vice President and Controller (Principal November 14, 2000 - ----------------------------- Accounting Officer) Harvey B. Rein
INDEX TO EXHIBITS Exhibit No. - ----------- 5 Opinion of Appleby, Spurling & Kempe as to the validity of the shares to be issued. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5). EX-5 2 0002.txt OPINION OF APPLEBY, SPURLING & KEMPE [Appleby, Spurling & Kempe Letterhead] 14 November 2000 Loral Space & Communications Ltd. 600 Third Avenue New York, New York 10016 USA Ladies and Gentlemen: Re: Form S-8 Registration Statement - ------------------------------------ We have acted as Bermuda counsel to Loral Space & Communication Ltd., a Bermuda company (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on or about November 14, 2000 in connection with the registration under the Securities Act of 1933, as amended, by the Company of 5,000,000 common shares of par value $0.01 (the "Common Shares") each to be issued in accordance with the terms of the Loral Savings Plan (the "Plan"). We have examined the Plan, the Memorandum of Association and Bye-laws of the Company, a Certificate of the secretary of the Company certifying as to the adoption of the resolutions by the Board of Directors of the Company at a meeting held on 31 October 2000 relating to the authorisation of the issuance and sale of the Common Shares pursuant to the Plan (the "Resolutions") and such other corporate records and documents as we have deemed necessary as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures and the authenticity of and accuracy of all factual statements contained in all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed that the Resolutions are in full force and effect and have not been rescinded in whole or in part. In rendering this opinion, we do not express any opinion as to the laws of any jurisdiction other than the laws of Bermuda. Based upon the foregoing, it is our opinion that the Company has duly authorized the issuance of the Common Shares to be issued by the Company pursuant to the Plan and when issued and paid for in accordance with the terms of the Plan and the Resolutions, the Common Shares will be fully paid and not subject to any further calls. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda. Yours faithfully, Appleby, Spurling & Kempe /s/ Appleby, Spurling & Kempe EX-23.1 3 0003.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of Loral Space & Communications Ltd. on Form S-8 of our report dated February 22, 2000 (March 5, 2000 as to the second paragraph of Note 18) appearing in the Annual Report on Form 10-K of Loral Space & Communications Ltd. for the year ended December 31, 1999. /s/ DELOITTE & TOUCHE LLP San Jose, California November 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----