-----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, HHwbZTYvxMc6+DFP6Y4e7nmfJRUzgImKB0b/TZRgVxUQHoUagGSXnB45dqQsYSd8 EXcYDsHkUKmUx/ZNxGdJQQ== 0000899140-96-000513.txt : 19961028 0000899140-96-000513.hdr.sgml : 19961028 ACCESSION NUMBER: 0000899140-96-000513 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961025 EFFECTIVENESS DATE: 19961025 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133867424 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14863 FILM NUMBER: 96648112 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 S-8 1 REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on October 25, 1996 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) Islands of Bermuda 13-3867424 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 600 Third Avenue New York, New York 10016 (Address of principal executive offices) Loral Savings Plan Loral Space & Communications Ltd. 1996 Stock Option Plan Loral Space & Communications Ltd. Common Stock Purchase Plan for Directors (Full title of the plan) Eric J. Zahler, Esquire Vice President, Secretary and General Counsel Loral Space & Communications Ltd. 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) CALCULATION OF REGISTRATION FEE - --------------- ---------------- ----------------- -------------- -------------- Proposed Proposed maximum Title of maximum aggregate Amount of securities Amount to be offering price offering registration to be registered registered(1) per share (2) price (2) fee - --------------- ---------------- ----------------- -------------- -------------- Common Stock, $0.01 par value per share 17,200,000 $16.0625 $276,275,000 $83,720 - ------------------------ (1) This Registration Statement covers 5,000,000 shares authorized to be sold under the Loral Savings Plan (the "Savings Plan"), 12,000,000 shares authorized to be sold under the Loral Space & Communications Ltd. 1996 Stock Option Plan and 200,000 shares authorized to be sold under the Loral Space & Communications Ltd. Common Stock Purchase Plan for Directors. In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also 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. 2 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 March 31, 1996, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed pursuant to the Exchange Act; (c) The Company's Current Reports on Form 8-K, filed on September 27, 1996 and August 13, 1996, respectively, pursuant to the Exchange Act; 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 (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. 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. 3 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Officers and directors of the Company are covered by certain provisions of the bye-laws and individual indemnification agreements and insurance policies which serve to limit, and, in certain instances, to indemnify them against, certain liabilities which they may incur in such capacities. Under Bermuda law, a company may, in its bye-laws or in any contract or arrangement between the company and any officer or any person employed by the company as auditor, exempt such officer or person from, or indemnify him in respect of, any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the officer or person may be guilty in relation to the company or any subsidiary thereof. The Company has provided in its bye-laws that the directors and officers of the Company 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 willful negligence, willful default, fraud or dishonesty. The Company may, as permitted by Bermuda law, purchase insurance for the benefit of its directors and officers against any liability incurred by them for the 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 intends to enter into indemnification agreements with the Company's officers and directors. To the extent permitted by law, the indemnification agreements may require the Company, among other things, to indemnify such officers or 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 as a result of any proceedings against them as to which they could be indemnified. At present there is no pending material litigation or proceeding involving a director or officer of the Company where indemnification will be required or permitted. In addition, the Company is not aware of any threatened material litigation or proceeding that may result in a claim for such indemnification. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable 4 Item 8. EXHIBITS Exhibit No. 4.1 Memorandum of Association of the Company (incorporated by reference to the Form 10, Exhibit 3.1). 4.2 Memorandum of Increase of Share Capital (incorporated by reference to the Form 10, Exhibit 3.2). 4.3 Form of Amended and Restated Bye-Laws of the Company (incorporated by reference to the Form 10, Exhibit 3.3). 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). The Company hereby undertakes to submit the Savings Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and to make all changes required by the IRS in order to qualify the Plan. 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; 5 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. 6 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 15th day of October, 1996. LORAL SPACE & COMMUNICATIONS LTD. By: /s/ Bernard L. Schwartz -------------------------- Bernard L. Schwartz Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act, the administrative committee of the 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 15th day of October, 1996. LORAL SAVINGS PLAN By: /s/ Wendy L. Grabel ------------------------- Wendy L. Grabel (a member of the Savings Plan's Administrative Committee) 7 Each of the undersigned officers and directors of the Company hereby severally constitutes and appoints Eric J. Zahler, 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 October 15, 1996 - -------------------------- Chief Executive Officer Bernard L. Schwartz /s/ Michael P. DeBlasio Senior Vice President and October 15, 1996 - -------------------------- Chief Financial Officer Michael P. DeBlasio /s/ Harvey Rein Controller and Chief October 15, 1996 - -------------------------- Accounting Officer Harvey Rein /s/ Howard Gittis Director October 15, 1996 - -------------------------- Howard Gittis /s/ Robert B. Hodes Director October 15, 1996 - -------------------------- Robert B. Hodes /s/ Gershon Kekst Director October 15, 1996 - -------------------------- Gershon Kekst /s/ Charles Lazarus Director October 15, 1996 - -------------------------- Charles Lazarus /s/ Malvin A. Ruderman Director October 15, 1996 - -------------------------- Malvin A. Ruderman /s/ E. Donald Shapiro Director October 15, 1996 - -------------------------- E. Donald Shapiro /s/ Arthur L. Simon Director October 15, 1996 - -------------------------- Arthur L. Simon /s/ Thomas J. Stanton, Jr. Director October 15, 1996 - -------------------------- Thomas J. Stanton, Jr. /s/ Daniel Yankelovich Director October 15, 1996 - -------------------------- Daniel Yankelovich 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 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5). 24 Powers of Attorney (included on signature page). EX-5 2 OPINION AND CONSENT OF COUNSEL 1 [LETTERHEAD OF APPLEBY, SPURLING & KEMPE] 21st October, 1996 Loral Space & Communications Ltd. Cedar House 41 Cedar Avenue Hamilton HM12 Bermuda Ladies and Gentlemen: Re: Form S-8 Registration Statement ----------------------------------- We have acted as 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 Securities and Exchange Commission on 21st October, 1996 in connection with the registration under the Securities Act of 1933, as amended, by the Company of 17,200,000 Common Shares of par value $0.01 each to be sold in accordance with the terms of the Loral Savings Plan, the Company's Stock Option Plan and the Company's Common Stock Purchase Plan for Directors (collectively the "Share Plans"). We have examined such documents, certificates and records and have made such investigations as we have deemed necessary or appropriate in order to give the opinion herein expressed. In rendering this opinion, we do not express any opinion as to the laws of any jurisdiction other than the laws of Bermuda. In our opinion, the Company has duly authorised the issuance of the Common Shares to be sold by the Company pursuant to the Share Plans and, when issued and paid for in accordance with the terms of the Share Plans, 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. Yours faithfully, APPLEBY, SPURLING & KEMPE EX-23 3 CONSENT OF ACCOUNTANTS 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Loral Space & Communications Ltd. on Form S-8 of our reports on (i) the balance sheet of Loral Space & Communications Ltd. as of March 31, 1996; (ii) the combined financial statements of the Space & Communications Operations of Loral Corporation as of March 31, 1996 and 1994 and for each of three years in the period ended March 31, 1996; (iii) the financial statements of Globalstar, L.P. as of December 31, 1994 and 1995 and for the year ended December 31, 1993, the periods January 1 to March 22, 1994 and March 23 to December 31, 1994, and the year ended December 31, 1995 and cumulative; and (iv) the financial statements of Space Systems/Loral, Inc. as of March 31, 1996 and 1995 and for each of three years in the period ended March 31, 1996, all appearing in the Annual Report on Form 10-K of Loral Space & Communications Ltd. for the year ended March 31, 1996. /s/ Deloitte & Touche LLP San Jose, California October 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----