-----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, TvSq9UwzxVYpA5ZzTWHO1LhQzJ1oEv6Y8O6TGPeHbmO6APF60eHD//fDPrg5ONW7 WOWbTehM1vFHUQ4AFM8ITw== 0000899140-02-000251.txt : 20020415 0000899140-02-000251.hdr.sgml : 20020415 ACCESSION NUMBER: 0000899140-02-000251 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020408 EFFECTIVENESS DATE: 20020408 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: 1933 Act SEC FILE NUMBER: 333-85814 FILM NUMBER: 02604299 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 l1025205b.txt INITIAL FILING As filed with the Securities and Exchange Commission on April 8, 2002 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 David K. Boston, 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 10,000,000 $2.09 $20,900,000 $1,922.80 ========================= ======================= ======================== ====================== ===================== (1) This Registration Statement covers 10,000,000 additional 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 1, 2002.
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, 2001, 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 7, 2002, January 9, 2002, January 10, 2002 and February 27, 2002, respectively, pursuant to the Exchange Act; (c) The Company's Registration Statement on Form S-8 (Registration Number 333-59084) filed on April 17, 2001; and (d) 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. 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 (Loral). 23.1(a) Consent of Deloitte & Touche LLP (Globalstar). 23.2 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5). 24 Powers of Attorney (reference is made to the signature page herein). 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 5th day of April, 2002. 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 Eric J. Zahler, Richard J. Townsend, Avi Katz, Richard Mastoloni, Harvey B. Rein and Janet T. Yeung, and each of them (with full power to each of them to act alone), their true and lawful attorneys-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 attorneys-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 each 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 below 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 April 3, 2002 - ------------------------- (Principal Executive Officer) Bernard L. Schwartz /s/ Eric J. Zahler Director, President and Chief Operating Officer April 3, 2002 - ------------------------- Eric J. Zahler /s/ Howard Gittis Director April 3, 2002 - ------------------------- Howard Gittis /s/ Robert B. Hodes Director April 3, 2002 - ------------------------- Robert B. Hodes /s/ Gershon Kekst Director April 3, 2002 - ------------------------- Gershon Kekst /s/ Charles Lazarus Director April 3, 2002 - ------------------------- Charles Lazarus /s/ Sally Minard Director April 1, 2002 - ------------------------- Sally Minard /s/ Malvin A. Ruderman Director April 5, 2002 - ------------------------- Malvin A. Ruderman /s/ E. Donald Shapiro Director April 3, 2002 - ------------------------- E. Donald Shapiro /s/ Arthur L. Simon Director April 3, 2002 - ------------------------- Arthur L. Simon Director April _, 2002 - ------------------------- Daniel Yankelovich /s/ Richard J. Townsend Senior Vice President and Chief Financial Officer April 3, 2002 - ------------------------- (Principal Financial Officer) Richard J. Townsend /s/ Harvey B. Rein Vice President and Controller (Principal April 3, 2002 - ------------------------- 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 (Loral). 23.1(a) Consent of Deloitte & Touche LLP (Globalstar). 23.2 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5). 24 Powers of Attorney (included on signature page). EX-5 4 l1025205c.txt OPINION EXHIBIT 5 [Letterhead of Appleby, Spurling & Kempe] 3 April 2002 Loral Space & Communications Ltd. 600 Third Avenue New York, NY 10016 USA Dear Sirs 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 5 April 2002 in connection with the registration under the Securities Act of 1933 of the United States, as amended, by the Company of 10,000,000 common shares of par value $0.01 each (the "Common Shares") 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 in this opinion, capitalised 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 representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is 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 opinions 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 board of directors of the Company in meetings which were duly convened and at which a duly constituted quorum was present and voting throughout; (h) that each member of the board of directors of the Company, when 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; (i) that when the Common Shares are issued under the Plan, the issue price (in whatever form) received by the Company upon issue of the shares 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; (j) that, at the time of issue by any committee of the board of directors of the Company of any award under the Plan, or of Common Shares pursuant to such awards, relevant to this opinion, that committee has been duly constituted and remains a duly constituted committee of the board of directors of the Company having the necessary powers and authorities to issue awards and Common Shares pursuant to awards under the Plan; (k) that the approval of the issue of any awards and of any Common Shares under awards pursuant to the Plan is duly made either at a duly convened or a quorate meeting of the board of directors of the Company, or, at a duly convened and quorate meeting of a duly appointed committee of the board in a manner complying with the terms of its constitution then in force and within the authority then given to that committee by the board of directors of the Company; and (l) that, if new Class A Common Shares are paid for, upon the exercise of an award, by the transfer by the allottee of Common Shares to the Company, the payment of the purchase price in that manner is duly effected as a purchase of own shares by the Company in accordance with section 42A of the Companies Act 1981 of Bermuda. 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. 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 Registrar of Companies in Hamilton, Bermuda has issued a certificate of compliance in respect of the Company. (c) We have carried out the searches referred to in paragraphs 3 and 4 of the schedule as of 9:00 a.m. on 2 April 2002 and have not inquired as to whether there has been any change in the results of those searches since that time. (d) We have relied upon the statements made in the certificate referred to in paragraph 7 of the schedule. We have made no independent verification of the matters referred to in that certificate. 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. 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. Yours faithfully /s/ Appleby, Spurling & Kempe SCHEDULE 1. A copy of the Registration Statement. 2. A copy of the Plan. 3. 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 2 April 2002 (the "Company Search"). 4. 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 2 April 2002 in respect of the Company (the "Litigation Search"). 5. Copies of the certificate of incorporation, memorandum of association and by-laws of the Company 6. Copies of extracts from minutes of meetings of: 6.1 the board of directors of the Company held on 18 April 2000; and 6.2 the board of directors of the Company held on 6 December 2000. 7. An officer's certificate dated 1 April 2002 signed Avi Katz, secretary of the Company, certifying certain resolutions passed by the board of directors of the Company on 25 September 2001. (The resolutions set out in the documents referred to in paragraphs 6 and 7 are together referred to as the "Resolutions"). 8. A certificate of compliance relating to the Company issued by the Registrar of Companies in Hamilton, Bermuda and dated 2 April 2002. EX-23.1 5 l1025205e.txt CONSENT EXHIBIT 23.1 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. (a Bermuda company) on Form S-8 of our report dated March 5, 2002 (March 26, 2002 as to the seventh paragraph of Note 13) (which expresses an unqualified opinion and includes an explanatory paragraph concerning the adoption of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities) with respect to the consolidated financial statements of Loral Space & Communications Ltd. appearing in the Annual Report on Form 10-K of Loral Space & Communications Ltd. for the year ended December 31, 2001. /s/ Deloitte & Touche LLP San Jose, California April 5, 2002 EX-23.1(A) 6 l1025205d.txt CONSENT EXHIBIT 23.1(a) Exhibit 23.1(a) CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of Loral Space and Communications Ltd. (a Bermuda company) on Form S-8 of our report dated March 27, 2001 (March 26, 2002 as to the 6th paragraph of Note 8 and Note 17) (which expresses an unqualified opinion and includes explanatory paragraphs concerning Globalstar, L.P.'s filing for bankruptcy and an uncertainty about Globalstar L.P.'s ability to continue as a going concern) with respect to the consolidated balance sheet of Globalstar L.P. as of December 31, 2000 and the related statements of operations, partners' (deficiency) and cash flows for each of the two years in the period ended December 31, 2000 appearing in the Annual Report on Form 10-K of Loral Space & Communications Ltd. for the year ended December 31, 2001. /s/ Deloitte & Touche LLP San Jose, California April 5, 2002 -----END PRIVACY-ENHANCED MESSAGE-----