-----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, VwLnG1SdLQfxHAsy8QP5MAtbnA3tYEXDoHok9nMm+OQa6mRB4soxVAPlyR05tFZh plZyUx8fptVse5tgNr1M3g== 0000950123-98-007766.txt : 19980819 0000950123-98-007766.hdr.sgml : 19980819 ACCESSION NUMBER: 0000950123-98-007766 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980818 EFFECTIVENESS DATE: 19980818 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: 333-61723 FILM NUMBER: 98693573 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 LORAL SPACE & COMMUNICATIONS LTD. 1 As filed with the Securities and Exchange Commission on August 18, 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 (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. 1996 Stock Option Plan (Full title of the plan) ---------------------------- Eric J. Zahler, Esq. 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, NY 10019 (212) 728-8000 ---------------------------- CALCULATION OF REGISTRATION FEE ======================= ====================== ========================= ===================== ====================== Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered share (1) price (1) registration fee - ----------------------- ---------------------- ------------------------- --------------------- ---------------------- Common Shares, $0.01 par value per share 6,000,000 $23.84375 $143,062,500 $42,203.44 ======================= ====================== ========================= ===================== ======================
(1) 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 August 11, 1998. 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 December 31, 1997, filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, filed pursuant to the Exchange Act; (c) The Company's Current Report on Form 8-K, filed on January 13, 1998 pursuant to the Exchange Act; (d) The Company's Current Report on Form 8-K/A, filed on March 4, 1998 pursuant to the Exchange Act; (e) The Company's Current Report on Form 8-K, filed on April 6, 1998 pursuant to the Exchange Act, as amended by the Company's Current Reports on Form 8-K/A, filed on April 27, 1998 and June 17, 1998, respectively, pursuant to the Exchange Act; (f) The Company's Current Report on Form 8-K, filed on June 9, 1998 pursuant to the Exchange Act; (g) The Company's Current Report on Form 8-K, filed on July 7, 1998 pursuant to the Exchange Act; (h) The Company's Registration Statement on Form S-8, filed on October 25, 1996, pursuant to the Securities Act; and (i) 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 3 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. - ----------- 4 Rights Agreement dated March 27, 1996 between the Company and the Bank of New York (incorporated by reference to the Company's Registration Statement on Form 10 (File No. 1014180)). 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 Ernst & Young LLP. 23.3 Consent of Price Waterhouse LLP. 23.4 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5). 24 Powers of Attorney. 4 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 August, 1998. LORAL SPACE & COMMUNICATIONS LTD. By: /s/ Eric J. Zahler -------------------------------- Eric J. Zahler Senior Vice President, General Counsel and Secretary 5 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 --------- ----- ---- * Chairman of the Board August 17, 1998 - ------------------- and Chief Executive Officer Bernard L. Schwartz * Director August 17, 1998 - ------------------- Howard Gittis * Director August 17, 1998 - ------------------- Robert B. Hodes * Director August 17, 1998 - ------------------- Gershon Kekst * Director August 17, 1998 - ------------------- Charles Lazarus * Director August 17, 1998 - ------------------- Malvin A. Ruderman * Director August 17, 1998 - ------------------- E. Donald Shapiro * Director August 17, 1998 - ------------------- Arthur L. Simon * Director August 17, 1998 - ------------------- Daniel Yankelovich * First Senior Vice President and August 17, 1998 - ------------------- Chief Financial Officer Michael P. DeBlasio * Vice President and Controller August 17, 1998 - ------------------- Harvey B. Rein * By: /s/ Eric J. Zahler - ------------------------ /s/ Eric J. Zahler Attorney-in-Fact 6 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 Ernst & Young LLP. 23.3 Consent of Price Waterhouse LLP. 23.4 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5). 24 Powers of Attorney EX-5 2 OPINION OF APPLEBY, SPURLING & KEMPE 1 EXHIBIT 5 2 [APPLEBY, SPURLING & KEMPE LETTERHEAD] 17 August, 1998 Loral Space & Communications Ltd. 600 Third Avenue New York, New York 10016 Ladies and Gentlemen: Re: 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 Securities and Exchange Commission on or about 17 August, 1998 in connection with the registration under the Securities Act of 1933, as amended, by the Company of 6,000,000 Common Shares of par value $0.01 each to be sold in accordance with the terms of the Company's 1996 Stock Option Plan (the "Option Plan"). We have examined the Option Plan, the Memorandum of Association and Bye-laws of the Company, resolutions adopted by the Board of Directors of the Company relating to the authorisation of the issuance and sale of the shares pursuant to the Option Plan and such other corporate records and documents as we have deemed necessary as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. In rendering this opinion, we do not express any opinion as to the laws of any jurisdiction other than the laws of Bermuda. Based upon the foregoing, it is our opinion that the Company has duly authorised the issuance of the Common Shares to be sold by the Company pursuant to the Option Plan and, when issued and paid for in accordance with the terms of the Option Plan, 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 /s/ APPLEBY, SPURLING & KEMPE EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 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 and 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 of Form 10-K of Loral Space & Communications Ltd. for the year ended December 31, 1997. /s/ Deloitte & Touche LLP Deloitte & Touche LLP New York, New York August 11, 1998 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 2 Exhibit 23.2 Consent of Ernst & Young LLP We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-xxxxx) pertaining to the Loral Space & Communications Ltd. 1996 Stock Option Plan of our report dated February 20, 1998, with respect to the consolidated financial statements of Orion Network Systems, Inc. included in its Annual Report (Form 10-K and amendment thereto on Form 10-K/A) for the year ended December 31, 1997, incorporated by reference in the Form 8-K of Loral Space & Communications Ltd. filed on April 6, 1998, as amended by Forms 8-K/A filed on April 27, 1998 and June 17, 1998, which Forms 8-K and 8-K/A are incorporated herein by reference. /s/ Ernst & Young LLP Washington D.C. August 11, 1998 EX-23.3 5 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.3 2 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Loral Space & Communication Ltd (the Company), of our reports of Telecommunicaciones de Mexico, Fixed Satellite Service dated December 15, 1997 (except for Note 9 which is as January 31, 1998) contained in the Form 8-K and Form 8-K/A filed on January 13, 1998 and March 4, 1998, respectively, which are incorporated by reference. /s/ Price Waterhouse Price Waterhouse Mexico City August 14, 1998 EX-24 6 POWERS OF ATTORNEY 1 EXHIBIT 24 2 POWER OF ATTORNEY Each of the undersigned officers and directors of Loral Space & Communications Ltd. hereby severally 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 as the attorneys-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign this Registration Statement or Form S-8 covering 6,000,000 shares of Common Stock issuable under the Loral Space & Communications Ltd. 1996 Stock Option Plan and any and all pre- or post-effective amendments to this Registration Statement, any subsequent Registration Statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933 and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, 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, or either of them, may lawfully do or cause to be done by virtue hereof. Signatures Title Date ---------- ----- ---- /s/ Bernard L. Schwartz Chairman of the Board, Chief June 9, 1998 - ---------------------------- Executive Officer and Director Bernard L. Schwartz (Principal Executive Officer) /s/ Howard Gittis Director June 9, 1998 - ---------------------------- Howard Gittis /s/ Robert B. Hodes Director June 9, 1998 - ---------------------------- Robert B. Hodes /s/ Gershon Kekst Director June 9, 1998 - ---------------------------- Gershon Kekst /s/ Charles Lazarus Director June 9, 1998 - ---------------------------- Charles Lazarus /s/ Malvin A. Ruderman Director June 9, 1998 - ---------------------------- Malvin A. Ruderman /s/ E. Donald Shapiro Director June 9, 1998 - ---------------------------- E. Donald Shapiro /s/ Arthur L. Simon Director June 9, 1998 - ---------------------------- Arthur L. Simon 3 /s/ Daniel Yankelovich Director June 9, 1998 - ---------------------------- Daniel Yankelovich /s/ Michael P. DeBlasio First Senior Vice President June 9, 1998 - ---------------------------- and Chief Financial Officer Michael P. DeBlasio (Principal Financial Officer) /s/ Harvey B. Rein Vice President and Controller June 9, 1998 - ---------------------------- (Principal Accounting Officer) Harvey B. Rein -----END PRIVACY-ENHANCED MESSAGE-----