-----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, DLhY3+X6inAUENxnzuMjGGEYGiyL59Gr334Y6HLxErvMljyWgWYVO2qWpmyOiVmI ANmtdx8TGGPtD7CM40QW1A== 0000899140-01-500010.txt : 20010418 0000899140-01-500010.hdr.sgml : 20010418 ACCESSION NUMBER: 0000899140-01-500010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010417 EFFECTIVENESS DATE: 20010417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133867424 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59084 FILM NUMBER: 1604559 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 loral876942a.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 17, 2001 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) ----------------------------------------------------------------------- Loral Space & Communications Ltd. 2000 Stock Option Plan (Full title of the plan) ----------------------------------------------------------------------- Avi Katz, Esq. c/o 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, New York 10019 (212) 728-8000 -----------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE ======================= ================== ==================== ===================== ==================== Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate offering Amount of to be registered registered (1) per share (2) price (2) registration fee - ----------------------- ------------------ -------------------- --------------------- -------------------- Common Shares, $0.01 par value per share 27,000,000 $1.34 $36,180,000 $9,045 ======================= ================== ==================== ===================== ==================== (1) This Registration Statement covers 27,000,000 shares authorized to be offered and sold pursuant to the Loral Space & Communications Ltd. 2000 Stock Option Plan (the "Plan"). In addition, this Registration Statement covers an indeterminable number of additional shares as may hereafter be offered or issued, pursuant to the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration. (2) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933 (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 April 9, 2001.
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, 2000, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Current Reports on Form 8-K, filed on January 22, 2001 and February 22, 2001, respectively, pursuant to the Exchange Act; and (c) The description of the common stock of the Company, $0.01 par value per share (the "Common Stock"), 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 4. DESCRIPTION OF SECURITIES Inapplicable Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of Common Stock to be registered herein is being passed upon by Appleby, Spurling & Kempe. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Bermuda law permits a company to indemnify its directors and officers, except for any act of fraud or dishonesty. The Company has provided in its Bye-Laws that its directors and officers will be indemnified and held harmless against any expenses, judgments, fines, settlements and other amounts incurred by reason of any act or omission in the discharge of their duty, other than in the case of fraud or dishonesty. Bermuda law and the Bye-Laws of the Company also permit the Company to purchase insurance for the benefit of its directors and officers against any liability incurred by them for failure to exercise the requisite care, diligence and skill in the exercise of their powers and the discharge of their duties, or indemnifying them in respect of any loss arising or liability incurred by them by reason of negligence, default, breach of duty or breach of trust. The Company has entered into indemnification agreements with its officers and directors. To the extent permitted by law, the indemnification agreements may require the Company, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature) and to advance their expenses incurred as a result of any proceedings against them as to which they could be indemnified. The Registrant maintains a directors' and officers' liability insurance policy. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable Item 8. EXHIBITS Exhibit No. - ----------- 4 Rights Agreement dated March 27, 1996 between the Company and the Bank of New York, Rights Agent (incorporated by reference to the Form 10). 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). 24 Powers of Attorney (reference is made to the signature page herein). Item 9. UNDERTAKINGS 1. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 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 17th day of April, 2001. LORAL SPACE & COMMUNICATIONS LTD. By: /s/ Avi Katz ------------------------------ Avi Katz Vice President, General Counsel and Secretary Each of the undersigned officers and directors of the Company hereby severally constitutes and appoints Avi Katz, their true and lawful attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. 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 April 17, 2001 - ----------------------------- Officer (principal executive officer) Bernard L. Schwartz /s/ Howard Gittis Director April 17, 2001 - ----------------------------- Howard Gittis /s/ Robert B. Hodes Director April 17, 2001 - ----------------------------- Robert B. Hodes /s/ Gershon Kekst Director April 17, 2001 - ----------------------------- Gershon Kekst /s/ Charles Lazarus Director April 17, 2001 - ----------------------------- Charles Lazarus /s/ Malvin A. Ruderman Director April 17, 2001 - ----------------------------- Malvin A. Ruderman /s/ E. Donald Shapiro Director April 17, 2001 - ----------------------------- E. Donald Shapiro /s/ Arthur L. Simon Director April 17, 2001 - ----------------------------- Arthur L. Simon /s/ Daniel Yankelovich Director April 17, 2001 - ----------------------------- Daniel Yankelovich April 17, 2001 /s/ Richard J. Townsend Senior Vice President and Chief Financial - ----------------------------- Officer (principal financial officer) Richard J. Townsend April 17, 2001 /s/ Harvey Rein Vice President and Controller (principal - ----------------------------- accounting officer) Harvey 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). 24 Powers of Attorney (included on signature page). EX-5 2 loral876942b.txt OPINION OF APPLEBY, SPURLING & KEMPE EXHIBIT 5 [Letterhead of Appleby Spurling & Kempe] 17 April 2001 Loral Space & Communications Ltd. 600 Third Avenue New York, New York 10016 USA Ladies and Gentlemen: Form S-8 Registration Statement ------------------------------- We have acted as Bermuda counsel to Loral Space & Communications 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 United States Securities and Exchange Commission on or about April 2001 in connection with the registration under the Securities Act of 1933, as amended, by the Company of 27,000,000 common shares of par value $0.01 (the "Common Shares") each to be issued in accordance with the terms of the Loral Space & Communications Ltd. 2000 Stock Option Plan (the "Plan"). We have been requested to issue this opinion in relation to the Plan. For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined in the Schedule to this opinion (the "Documents")). Unless otherwise defined herein, capitalized terms have the meanings assigned to them in the Plan. Assumptions - ----------- In stating our opinion we have assumed:- (a) the authenticity, accuracy and completeness of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, notarised or photostatic copies; (b) the genuineness of all signatures on the documents we have reviewed; (c) that any that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents are true, accurate and complete; (d) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under the Plan is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction; (e) that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered; (f) that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered; (g) that the Resolutions are in full force and effect and have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Executive Committee of the Board of Directors of the Company in meeting which was duly convened and at which a duly constituted quorum was present and voting throughout; (h) that at the time that the Resolutions were passed the Executive Committee had been duly appointed and authorised in accordance with the Constitutional Documents of the Company and that the Resolutions have been duly passed in accordance with the authority granted to the Executive Committee by the Board of Directors of the Company; (i) that each member of the Executive Committee of the Board of Directors of the Company, when the Executive Committee of the Board of Directors of the Company passed the Resolutions, discharged his fiduciary duty owed to the Company and acted honestly and in good faith with a view to the best interests of the Company; and (j) that when the Common Shares are issued under the Plan, the issue price (in whatever form) will not be less than the par value of the Common Shares and the Company will have sufficient authorised but unissued share capital to effect the issue and will hold the necessary consent from the Bermuda Monetary Authority for such share issue. Opinion - ------- Based upon and subject to the foregoing and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion that:- (1) The Company is an exempted company incorporated with limited liability and existing under the laws of Bermuda. The Company is in good standing under the laws of Bermuda. (2) All necessary corporate action required to be taken pursuant to Bermuda law by the Company has been taken in order to approve the Plan and to authorize the issue of the Common Shares 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. Reservations - ------------ We have the following reservations:- (a) We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof. (b) In paragraph (1) above, the term "good standing" means that the Company has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make it liable to be struck off the Registrar of Companies and thereby cease to exist under the laws of Bermuda. Disclosure - ---------- This opinion is addressed to you in connection with the issue of the shares in accordance with the terms of the Plan. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change. This opinion is governed by and is to be construed in accordance with Bermuda law. Yours faithfully /s/ Appleby Spurling & Kempe SCHEDULE (i) A copy of the Registration Statement; (ii) A copy of the Plan; (iii) The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search on 17 April 2001 (the "Company Search"); (iv) The entries and filings shown in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search on 17 April 2001 in respect of the Company (the "Litigation Search"); (v) A copy of the Certificate of Avi Katz, Vice President and Secretary of the Company, dated 13 April 2001 as to the resolutions of the Executive Committee of the Board of Directors of the Company passed on 29 November 2000 and 14 February 2001 (the "Resolutions"); (vi) Copies of the Certificate of Incorporation, Memorandum of Association and Bye-laws of the Company. EX-23.1 3 loral876942c.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 and Communications Ltd. on Form S-8 of our report dated March 27, 2001 appearing in the Annual Report on Form 10-K of Loral Space and Communications Ltd. for the year ended December 31, 2000. /s/ Deloitte & Touche LLP San Jose, California April 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----