-----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, LoaDfwRPcb+ZatZ7+l2qF+Ny/PebBSEfWtzn0D+j2xzhWYh1WMgeFy2ot/77VzKG 1lg5jvZPOCAXP6ihSqRNeg== 0000899140-98-000199.txt : 19980402 0000899140-98-000199.hdr.sgml : 19980402 ACCESSION NUMBER: 0000899140-98-000199 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980401 EFFECTIVENESS DATE: 19980401 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: SEC FILE NUMBER: 333-49091 FILM NUMBER: 98585221 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 FORM S-8 INITIAL FILING As filed with the Securities and Exchange Commission on April 1, 1998 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 of (I.R.S. Employer incorporation or organization) Identification No.) 600 Third Avenue, New York, New York, 10016 (Address of Principal Executive Offices) Loral Orion Network Systems, Inc. Amended and Restated 1987 Stock Option Plan Loral Orion Network Systems, Inc. 1997 Stock Option Plan Loral Orion Network Systems, Inc. Non-Employee Director Stock Option Plan Stock Option Agreement dated as of July 17, 1996, between Orion Network Systems, Inc. and John G. Puente Stock Option Agreement dated as of March 12, 1997, between Orion Network Systems, Inc. and Gustave M. Hauser (Full title of the plan) Eric J. Zahler, Esq. 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) ------------------------- with a copy to: Bruce R. Kraus, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022 (212) 821-8000 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of Proposed Proposed Amount of Securities to Amount to be Maximum Maximum Registration be Registered Registered Offering Aggregate Fee (2) (1) Price Per Offering Share (2) Price (2) - -------------------------------- ------------ ---------- ---------- ------------ Common Stock, par value $.01 per 1,397,446 $28 $39,128,488 $11,858 share, and related Loral Rights shares (as defined below in Note 1) (1) Being registered hereby are 1,397,446 shares of common stock, par value $.01 per share ("Loral Common Stock"), of Loral Space & Communications Ltd. (the "Registrant"), and related Loral Rights (as defined below), issuable pursuant to the Loral Orion Network Systems, Inc. Amended and Restated 1987 Stock Option Plan, the Loral Orion Network Systems, Inc. 1997 Stock Option Plan, the Loral Orion Network Systems, Inc. Non-Employee Director Stock Option Plan, the Stock Option Agreement dated as of July 17, 1996 between Orion Network Systems, Inc. (the predecessor company to Loral Orion Network Systems, Inc., a subsidiary of the Registrant, "Orion") and John G. Puente and the Stock Option Agreement dated as of March 12, 1997, between Orion and Gustave M. Hauser (collectively, the "Plans"). At the effective time of the transaction contemplated by the Agreement and Plan of Merger, among the Registrant, Loral Satellite Corporation and Orion, dated as of October 7, 1997, as amended (the "Merger"), all options to purchase shares of the common stock, par value $.01 per share, of Orion, whether vested or unvested, issued under the Plans prior to the effective date of the Merger, have been converted into options to purchase shares of Loral Common Stock. As provided for in the Rights Agreement dated March 27, 1996, between the Registrant and The Bank of New York, as Rights Agent, each share of Loral Common Stock issued will be accompanied by one Loral right (a "Loral Right") to purchase from the Registrant a unit consisting initially of one one-thousandth of a share of Series B Preferred Stock, par value $.01 per share. (2) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c)and (h). The proposed maximum offering price per share was determined based upon the average of the high and low prices per share of the Loral Common Stock on March 31, 1998, as reported on the New York Stock Exchange, Inc. -------------------------------------------------------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement (the "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of certain documents by reference This Registration Statement incorporates documents by reference which are not presented herein or delivered herewith. Loral Space & Communications Ltd. (the "Registrant") will provide without charge to each person to whom this Registration Statement is delivered a copy of any or all of such documents which are incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this Registration Statement incorporates). Oral or written requests for Registrant's documents should be directed to Loral Space & Communications Ltd., 600 Third Avenue, New York, New York 10016, telephone number (212) 697-1105, attention: Eric J. Zahler, General Counsel. The documents listed below have been filed by the Registrant (File No. 1-14180) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Commission and are incorporated herein by reference: 1. Registrant's Annual Report on Form 10-K for the period ended December 31, 1997. 2. The description of Registrant's Common Stock contained in Registrant's registration statement on Form 8-A, filed under the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 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 securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and shall be part hereof from the date of filing of such document with the Commission. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document that also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, to constitute a part of this Registration Statement. This Registration Statement is qualified in its entirety by the information and financial statements (including notes thereto) appearing in the documents incorporated by reference, except to the extent set forth in the immediately preceding statement. Item 4. Description of Securities Not applicable (The Common Stock is registered under Section 12 of the Exchange Act.) Item 5. Interests of Named Experts and Counsel Not applicable 2 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 Registrant 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 Registrant also permit the Registrant to 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 Registrant intends to enter into indemnification agreements with its officers and directors. To the extent permitted by law, the indemnification agreements may require the Registrant, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors (other than liabilities arising from fraud or dishonesty) 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 claims. Not applicable Item 8 Exhibits and Financial Statement Schedules. 4.1 Rights Agreement dated March 27, 1996 between the Registrant and The Bank of New York, Rights Agent* 5.1 Opinion of Appleby, Spurling & Kempe regarding the legality of the securities being registered+ 23.1 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP+ 24.1 Powers of Attorney+ - ---------------------------- * Incorporated by reference to the Registrant's Registration Statement on Form 10 (File No. 1014180). + Filed Herewith. Item 9 Undertakings. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in such Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to 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. 3 The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post effective amendment to this Registration Statement: (a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933. (b) 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. (c) 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 these undertakings contained in paragraphs 1(a) and 1(b) 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 31st day of March, 1998. LORAL SPACE & COMMUNICATIONS LTD. By: * Name: Bernard L. Schwartz Title: Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- * Chairman of the Board and March 31, 1998 - ------------------------------ Chief Executive Officer Bernard L. Schwartz (Principal Executive Officer) * Director March 31, 1998 - ------------------------------ Howard Gittis * Director March 31, 1998 - ------------------------------ Robert B. Hodes Director - ------------------------------ Gershon Kekst * Director March 31, 1998 - ------------------------------ Charles Lazarus * Director March 31, 1998 - ------------------------------ Malvin A. Ruderman * Director March 31, 1998 - ------------------------------ E. Donald Shapiro * Director March 31, 1998 - ------------------------------ Arthur L. Simon * Director March 31, 1998 - ------------------------------ Daniel Yankelovich * First Senior Vice President and March 31, 1998 - ------------------------------ Chief Financial Officer Michael P. DeBlasio (Principal Financial Officer) * Vice President and Controller March 31, 1998 - ------------------------------ (Principal Accounting Officer) Harvey B. Rein /S/ Eric J. Zahler March 31, 1998 - ------------------------------ Eric J. Zahler Attorney-in-Fact * See Power of Attorney attached as Exhibit 24.1 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBITS 4.1 Rights Agreement dated March 27, 1996 between the Registrant and The Bank of New York, Rights Agent* 5.1 Opinion of Appleby, Spurling & Kempe regarding the legality of the securities being registered+ 23.1 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP+ 24.1 Powers of Attorney+ - ------------------------------ * Incorporated by reference to the Registrant's Registration Statement on Form 10 (File No. 1014180). + Filed Herewith. EX-5.1 2 OPINION OF APPLEBY, SPURLING & KEMPE EXHIBIT 5.1 [LETTERHEAD OF APPLEBY, SPURLING & KEMPE] 1 April, 1998 Loral Space & Communications Ltd. 600 Third Avenue New York N.Y. 10016 Dear Sirs, Re: Loral Space & Communications Ltd. - --- --------------------------------- We have acted as Bermuda legal advisers to Loral Space & Communications Ltd., a Bermuda exempted company (the "Company"). We have been requested to render this opinion as to Bermuda law in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission in connection with the registration by the Company of 1,397,446 common shares of par value $.01 per share, and related rights (the "Shares") each to be sold in accordance with the terms of the Loral Orion Network Systems, Inc. Amended and Restated 1987 Stock Option Plan, the Loral Orion Network Systems, Inc. 1997 Stock Option Plan, the Loral Orion Network Systems, Inc. Non-Employee Director Stock Option Plan, the Stock Option Agreement dated as of 17 July, 1996 between Orion Network Systems, Inc. ("Orion") and John G. Puente and the Stock Option Agreement dated as of 12 March, 1997, between Orion and Gustave M. Hauser (collectively the "Plans"). For purposes of this opinion, we have been supplied with and reviewed a copy of the Registration Statement and have relied upon the Memorandum of Association and Bye-Laws of the Company and such other documents, certificates and records and have made such investigations as we deem necessary or appropriate in order to give the opinion expressed herein. As to various questions of fact, we have relied on statements and certificates of officers and representatives of the Company. We have assumed:- (i) the truth, accuracy and completeness as of the date hereof of all representations as to factual matters made in the documents which we have examined; (ii) the genuiness of all signatures on the documents which we have examined; and (iii) the conformity to original documents of all documents produced to us as copies and the authenticity of all original documents which, or copies of which, have been submitted to us. Based upon and subject to the foregoing and subject to the reservations mentioned below and to any matter not disclosed to us, we are of the opinion that:- 1. The Company is a company duly incorporated, and validly existing and in good standing under Bermuda law; and 2. The Shares have been duly and validly authorised by the Company, and when issued and paid for in accordance with the terms of the Plans will be duly authorised, validly issued, fully paid and non-assessable. Our reservations are as follows:- (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 other than Bermuda. Where an obligation is to be performed in a jurisdiction other than Bermuda, a Bermuda court may decline to enforce it to the extent that such performance would be illegal or contrary to public policy under the laws of such other jurisdiction. (B) We express no opinion as to the availability of equitable remedies, such as specific performance or injunctive relief, or as to any matters which are within the discretion of the Bermuda courts, such as the award of costs, or questions related to jurisdiction. Further, we express no opinion as to the validity or binding effect in Bermuda of any waiver of or obligation to waive any provision of law (whether substantive or procedural) or any right or remedy arising through circumstances not known at the time of the filing of the Registration Statement. (C) Section 9 of the Interest and Credit Charges (Regulation) Act 1975 provides that the Bermuda courts have discretion as to the amount of interest if any payable on the amount of a judgment after date of judgment. If the court does not exercise that discretion, then interest will accrue at the statutory rate which is currently seven per cent per annum. (D) Where a party is vested with a discretion or may determine a matter in its opinion, such discretion may have to be exercised reasonably or such an opinion may have to be based on reasonable grounds. (E) For the purposes of this opinion:- (a) the term "fully paid" means, in relation to the issued shares of a company limited by shares (that is to say, a company having the liability of its members limited by its Memorandum of Association to the amount, if any, unpaid on the shares held by them), that members holding such shares have no liability to make any contribution or other payment to the company in respect of those shares; and (b) the term "non-assessable" means, in relation to fully paid shares of a company, that such member shall not be bound by any alteration to the Memorandum of Association or to the Bye-Laws of that company after the date upon which he became a member, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to, pay money to the company. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm therein. This opinion is governed by Bermuda law. Yours faithfully, APPLEBY, SPURLING & KEMPE 2 EX-23.1 3 CONSENT OF APPLEBY, SPURLING & KEMPE INCLUDED IN EXHIBIT 5.1 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of Loral Space & Communications Ltd. (a Bermuda company) on Form S-8 of our reports with respect to the consolidated financial statements of Loral Space & Communications Ltd., Space Systems/Loral, Inc., and Globalstar, L.P., and the financial statement schedule of Loral Space & Communications Ltd., appearing in or incorporated by reference in the Annual Report on Form 10-K of Loral Space & Communications Ltd. for the year ended December 31, 1997. Deloitte & Touche LLP New York, New York March 27, 1998 EX-24.1 5 POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each officer and director of Loral Space & Communications Ltd., whose signature appears below constitutes and appoints Bernard L. Schwartz, Gregory J. Clark, Michael P. DeBlasio, Eric J. Zahler, Nicholas C. Moren and Harvey B. Rein, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ Bernard L. Schwartz Chairman of the Board, March 31, 1998 - ------------------------------- Chief Executive Officer Bernard L. Schwartz (Principal Executive Officer) /s/ Howard Gittis Director March 31, 1998 - ------------------------------- Howard Gittis /s/ Robert B. Hodes Director March 31, 1998 - ------------------------------- Robert B. Hodes - ------------------------------- Director Gershon Kekst /s/ Charles Lazarus Director March 31, 1998 - ------------------------------- Charles Lazarus /s/ Malvin A. Ruderman Director March 31, 1998 - ------------------------------- Malvin A. Ruderman /s/ E. Donald Shapiro Director March 31, 1998 - ------------------------------- E. Donald Shapiro /s/ Arthur L. Simon Director March 31, 1998 - ------------------------------- Arthur L. Simon /s/ Daniel Yankelovich Director March 31, 1998 - ------------------------------- Daniel Yankelovich /s/ Michael P. DeBlasio First Senior Vice President March 31, 1998 - ------------------------------- Chief Financial Officer Michael P. DeBlasio (Principal Financial Officer) /s/ Harvey B. Rein Vice President and Controller March 31, 1998 - ------------------------------- (Principal Accounting Officer) Harvey B. Rein -----END PRIVACY-ENHANCED MESSAGE-----