-----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, L8+5LzBmSj34nJm9pEfCBEqLd0rrzz2umpmSWAfkxVFkGpVnHNjtIS3Q2D4uO9o7 ceTRW+A06rYd+hjcEycVZg== 0000899140-03-000198.txt : 20030225 0000899140-03-000198.hdr.sgml : 20030225 20030225104452 ACCESSION NUMBER: 0000899140-03-000198 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030225 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50103 FILM NUMBER: 03578481 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 lo1169245a.txt AMENDMENT NO. 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ SCHEDULE TO/A (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ------------------------ LORAL SPACE & COMMUNICATIONS LTD. LORAL SPACECOM CORPORATION (Name of Subject Companies (Issuers) and Filing Persons (Offerors)) ------------------------ Options of Loral SpaceCom Corporation to Purchase Common Stock, Par Value $0.01 Per Share, of Loral Space & Communications Ltd., Having an Exercise Price Per Share of $2.00 or more (Title of Class of Securities) G56462107 (CUSIP Number of Underlying Common Stock) Avi Katz, Esq. Vice President, General Counsel and Secretary Loral Space & Communications Ltd. c/o Loral SpaceCom Corporation 600 Third Avenue New York, NY 10016 (212) 697-1105 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) ------------------------ Copy to: David K. Boston, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000 ------------------------ CALCULATION OF FILING FEE Transaction valuation* Amount of filing fee ---------------------- -------------------- $4,300,000 $395.60 * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 17,481,247 shares of Common Stock, par value $0.01, of Loral Space & Communications Ltd. having an aggregate value of $4.3 million as of January 23, 2003 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $92.00 per $1,000,000.00 of the value of the transaction. - ------------------------ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. [X] Amount Previously Paid: $395.60 Filing party: Loral Space & Communications Ltd. Form or Registration No.: 005-50103 Date filed: February 5, 2003
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] 2 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 5, 2003 (the "Schedule TO"), relating to our offer to eligible employees to exchange new options of Loral SpaceCom Corporation ("Loral SpaceCom") to purchase shares of common stock of Loral Space & Communications Ltd. ("Loral") with an exercise price per share equal to the fair market value of one share of common stock of Loral on the date of grant for certain outstanding stock options of Loral SpaceCom held by such employees under Loral's designated option plans, if those outstanding options have an exercise price per share of $2.00 or more (the "Offer"). The Offer is subject to the terms and conditions described in the Offer to Exchange dated February 5, 2003 and the related Letter of Transmittal. Item 12 of the Schedule TO is hereby amended and restated as follows so as to (i) file Exhibit (a)(6) the Form of Letter to Tendering Option Holders; and (ii) add Exhibit (a)(24) as attached hereto: Item 12. Exhibits. (a) (1) Offer to Exchange, dated February 5, 2003. * (2) Form of Letter of Transmittal.* (3) Fact Sheet from the Company to Employees.* (4) Cover Letter to Offerees, dated February 5, 2003.* (5) Form of Notice of Change in Election From Accept to Reject.* (6) Form of Letter to Tendering Option Holders. (7) Loral Space & Communications Ltd. Annual Report on Form 10-K for its fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission on March 29, 2002 and incorporated herein by reference. (8) Loral Space & Communications Ltd. Quarterly Report on Form 10-Q for its quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 15, 2002 and incorporated herein by reference. (9) Loral Space & Communications Ltd. Quarterly Report on Form 10-Q for its quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002 and incorporated herein by reference. (10) Loral Space & Communications Ltd. Quarterly Report on Form 10-Q for its quarter ended September 30, 2002, filed with the Securities and Exchange Commission on November 14, 2002 and incorporated herein by reference. (11) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2002 and incorporated herein by reference. (12) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 9, 2002 and incorporated herein by reference. 3 (13) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 10, 2002 and incorporated herein by reference. (14) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 27, 2002 and incorporated herein by reference. (15) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2002 and incorporated herein by reference. (16) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2002 and incorporated herein by reference. (17) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 6, 2002 and incorporated herein by reference. (18) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 27, 2002 and incorporated herein by reference. (19) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 24, 2002 and incorporated herein by reference. (20) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 25, 2002 and incorporated herein by reference. (21) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 15, 2002 and incorporated herein by reference. (22) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2003 and incorporated herein by reference. (23) Loral Space & Communications Ltd. Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 17, 2002 and incorporated herein by reference (24) Reminder Notice from the Company to Employees. (d) (1) Amended and Restated Loral Space & Communications Ltd. 1996 Stock Option Plan, dated November 11, 2002.* (2) Amended and Restated Loral Space & Communications Ltd. 2000 Stock Option Plan, dated November 11, 2002.* (3) Amendment No. 1 to the Amended and Restated Loral Space & Communications Ltd. 1996 Stock Option Plan, dated December 17, 2002.* (4) Amendment No. 1 to the Amended and Restated Loral Space & Communications Ltd. 2000 Stock Option Plan, dated December 17, 2002.* * Previously filed as an exhibit to the Schedule TO on February 5, 2003, File No. 005-50103. 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO/A is true, complete and correct. Loral Space & Communications Ltd. /s/ Janet T. Yeung ----------------------------- Janet T. Yeung Vice President, Deputy General Counsel and Assistant Secretary Loral SpaceCom Corporation /s/ Janet T. Yeung ----------------------------- Janet T. Yeung Vice President, Deputy General Counsel and Assistant Secretary Date: February 25, 2003 5 INDEX TO EXHIBITS Exhibit Number Description (a)(1) Offer to Exchange, dated February 5, 2003. * (a)(2) Form of Letter of Transmittal. * (a)(3) Fact Sheet from the Company to Employees. * (a)(4) Cover Letter to Offerees, dated February 5, 2003. * (a)(5) Form of Notice of Change in Election From Accept to Reject. * (a)(6) Form of Letter to Tendering Option Holders. (a)(7) Loral Space & Communications Ltd. Annual Report on Form 10-K for its fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission on March 29, 2002 and incorporated herein by reference. (a)(8) Loral Space & Communications Ltd. Quarterly Report on Form 10-Q for its quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 15, 2002 and incorporated herein by reference. (a)(9) Loral Space & Communications Ltd. Quarterly Report on Form 10-Q for its quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002 and incorporated herein by reference. (a)(10) Loral Space & Communications Ltd. Quarterly Report on Form 10-Q for its quarter ended September 30, 2002, filed with the Securities and Exchange Commission on November 14, 2002 and incorporated herein by reference. (a)(11) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2002 and incorporated herein by reference. (a)(12) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 9, 2002 and incorporated herein by reference. (a)(13) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 10, 2002 and incorporated herein by reference. (a)(14) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 27, 2002 and incorporated herein by reference. (a)(15) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2002 and incorporated herein by reference. (a)(16) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2002 and incorporated herein by reference. (a)(17) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 6, 2002 and incorporated herein by reference. (a)(18) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 27, 2002 and incorporated herein by reference. 6 (a)(19) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 24, 2002 and incorporated herein by reference. (a)(20) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 25, 2002 and incorporated herein by reference. (a)(21) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 15, 2002 and incorporated herein by reference. (a)(22) Loral Space & Communications Ltd. Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2003 and incorporated herein by reference. (a)(23) Loral Space & Communications Ltd. Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 17, 2002 and incorporated herein by reference (a)(24) Reminder Notice from the Company to Employees. (d)(1) Amended and Restated Loral Space & Communications Ltd. 1996 Stock Option Plan, dated November 11, 2002. * (d)(2) Amended and Restated Loral Space & Communications Ltd. 2000 Stock Option Plan, dated November 11, 2002. * (d)(3) Amendment No. 1 to the Amended and Restated Loral Space & Communications Ltd. 1996 Stock Option Plan, dated December 17, 2002. * (d)(4) Amendment No. 1 to the Amended and Restated Loral Space & Communications Ltd. 2000 Stock Option Plan, dated December 17, 2002. * *Previously filed as an exhibit to the Schedule TO on February 5, 2003, File No. 005-50103. 7 EX-99.A.6 3 lo1169245b.txt FORM OF LETTER Exhibit (a)(6) [Loral Space & Communications Ltd. Letterhead] TO: [Employee Name] FROM: Patricia Rodenburg DATE: March 2003 RE: Stock Option Exchange Offer - -------------------------------------------------------------------------------- Loral concluded its stock option exchange offer last week. The Letter of Transmittal tendering your eligible options for exchange was accepted and, as a result, your tendered stock options have now been cancelled. Based on the number of eligible options that you tendered, you will receive a new grant totaling ______ shares, subject to adjustment as described below. Your new option grant will be issued following expiration of the six-month waiting period as described in the Offer to Exchange document. The exercise price of your new options will be equal to the fair market value of Loral common stock on the date the new option grant is issued. Your new options will vest and become exercisable in three equal installments at the rate of one-third of the shares underlying the new options on each of the first, second and third anniversaries of the date of grant. These new options will expire ten (10) years from the date of grant. Promptly following the issuance of your new option grant, we will send you a new option agreement, which will specify the number of new stock options that are being issued to you and their exercise price. Please note that the number of new options that you will receive as cited above is subject to adjustment if a stock split, reverse stock split, stock dividend or similar event occurs between now and the date the new option grant is issued to you. For example, Loral will seek shareholder approval of a reverse stock split at its 2003 Annual Shareholder meeting. If shareholders approve the reverse split, the number of new options you are scheduled to receive will be reduced to give effect to the reverse stock split. Nothing in this memo should be construed to amend, and your participation in the exchange offer remains subject to, the terms, conditions and limitations set forth in the Offer to Exchange document you were provided, including the requirement that you continue to be an employee on the date the new options are issued. If you have any questions about the exchange program, please call Jeanette Clonan or John McCarthy at (212) 338-5670. EX-99.A.24 4 lo022403.txt E-MAIL REMINDER FROM THE COMPANY Exhibit (a)(24) REMINDER The Loral Stock Option Exchange Program expires at 11:59 p.m. (New York City time) on Thursday, March 6, 2003. If you wish to participate, please submit your Letter of Transmittal and Schedule A to Patricia Rodenburg as previously instructed. If you do not wish to participate you do not have to complete any forms or otherwise notify us. Participation in the program is voluntary. If you have any questions about the Stock Option Exchange Program, please contact Jeanette Clonan or John McCarthy at Loral's communications department: 212/338-5670. -----END PRIVACY-ENHANCED MESSAGE-----