-----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, O1HgvtOVad3tUNz29xSbYJ7K1wIA4tQbmH3I9A/bdSpfTWSXRopq+j1Ff95uFqU4 fqgkqP4H3hyI8ZBGJsWRVg== /in/edgar/work/0000899140-00-000398/0000899140-00-000398.txt : 20000927 0000899140-00-000398.hdr.sgml : 20000927 ACCESSION NUMBER: 0000899140-00-000398 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000922 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR TELECOMMUNICATIONS LTD CENTRAL INDEX KEY: 0000933401 STANDARD INDUSTRIAL CLASSIFICATION: [4812 ] IRS NUMBER: 133795510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25456 FILM NUMBER: 727923 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE 41 CEDAR AVENUE STREET 2: HAMILTON CITY: BERMUDA HM12 STATE: D0 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR LP CENTRAL INDEX KEY: 0001037927 STANDARD INDUSTRIAL CLASSIFICATION: [4812 ] IRS NUMBER: 133759824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-25461 FILM NUMBER: 727924 BUSINESS ADDRESS: STREET 1: 3200 ZARKEN R STREET 2: PO BOX 640670 CITY: SAN JOSE STATE: CA ZIP: 95164 BUSINESS PHONE: 4089334000 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2000 -------------------- GLOBALSTAR TELECOMMUNICATIONS LIMITED -------------------------------------------------- (Exact name of registrant as specified in its charter) Islands of Bermuda 0-25456 13-3795510 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number Cedar House, 41 Cedar Avenue, Hamilton, Bermuda HM 12 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (441) 295-2244 --------------------------------------------------- GLOBALSTAR, L.P. ---------------- (Exact name of registrant as specified in its charter) Delaware 333-25461 13-3759824 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number 3200 Zanker Road, San Jose, California 95134 -------------------------------------------------- (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (408)933-4000 --------------------------------------------------- Item 5. Other Events. ------------- Globalstar Telecommunications Limited ("GTL") has entered into subscription agreements dated September 22, 2000 with five of its founding partners, Loral Space & Communications Ltd. ("Loral"), Vodafone plc, Qualcomm Incorporated, Elsacom N.V. and TE.SA.M. (a France Telecom/Alcatel partnership), pursuant to which the partners have agreed to purchase an aggregate of 5,246,208 shares of GTL common stock for $56.2 million. Of this amount, Loral, the managing general partner of Globalstar, L.P. ("Globalstar"), has agreed to purchase 1,120,187 shares for $12 million. The share purchases are based on a price of $10.7125 per share, the average of the high and low prices of GTL common stock for the ten trading days ending September 21, 2000. The transaction, which is subject to customary closing conditions, is expected to close by September 29, 2000. GTL will use the proceeds of the sale to purchase ordinary partnership interests in Globalstar, which, in turn, will use the proceeds for general corporate purposes including capital expenditures, operations (including marketing and distribution of phones and services) and interest expense. GTL has also completed the first take down of shares under its purchase agreement with Bear, Stearns International Limited ("Bear Stearns") dated September 18, 2000. On September 22, 2000, GTL sold 1,000,000 shares of common stock to Bear Stearns for $9,293,000. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- (c) Exhibits. Exhibit.10.1 Subscription Agreement dated September 22, 2000 between Globalstar Telecommunications Limited and Loral Space & Communications Ltd. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOBALSTAR TELECOMMUNICATIONS LIMITED By: /s/ Richard J. Townsend ------------------------------ Name: Richard J. Townsend Title: Vice President and Chief Financial Officer GLOBALSTAR, L.P. By: Loral/Qualcomm Satellite Services, L.P., its managing general partner By: Loral/Qualcomm Partnership, L.P., its general partner By: Loral General Partner, Inc., its general partner By: /s/ Avi Katz ------------------------------ Name: Avi Katz Title: Vice President and Secretary Date: September 25, 2000 3 EX-10.1 2 0002.txt SUBSCRIPTION AGREEMENT EXECUTION COPY GLOBALSTAR TELECOMMUNICATIONS LIMITED SUBSCRIPTION AGREEMENT September 22, 2000 LORAL SPACE & COMMUNICATIONS LTD. 600 Third Avenue New York, NY 10016 Ladies and Gentlemen: This letter is being written for the purpose of setting forth the basic terms of the understandings between Globalstar Telecommunications Limited, a Bermuda company (the "Company"), and you in connection with the purchase by you and sale by the Company of shares of common stock, par value $1.00 per share, of the Company (the "Common Stock") as set forth below. If you are in agreement with the terms and conditions set forth herein, please sign the last page of one copy of this letter and return it to us, whereupon this letter shall represent a legally binding agreement between us. Please keep the other copy of this letter for your files. 1. PURCHASE AND SALE OF SHARES. ---------------------------- (a) Purchase and Sale. Subject to the terms and conditions hereof, on the Closing Date, as defined herein, the Company shall issue to you and you shall purchase from the Company, the number of shares of Common Stock (collectively, the "Securities") set forth on Schedule I hereto for the aggregate purchase price in cash set forth on Schedule I hereto (the "Purchase Price"), which Securities have been registered under the Securities Act. Issuance. Such issuance and purchase shall be effected by the Company executing and delivering to you duly executed certificates evidencing the Securities to be subscribed by you, duly registered in your name against delivery by you to the Company of the amounts set forth on Schedule I. Such payment shall be made by you by wire transfer of immediately available funds to the following account: Globalstar Telecommunications Limited, Bank of America, N.A., ABA No. 071 000 039, Account No. 8765162759 (or to such other account as the Company shall designate in writing prior to the Closing Date). (b) Closing. The closing of the sale shall take place on September 29, 2000 or on such other date as the Company and you shall mutually agree (the "Closing Date"). 2. WARRANTIES AND REPRESENTATIONS OF THE COMPANY --------------------------------------------- The Company represents and warrants that: (a) Incorporation. The Company has been duly incorporated as an exempted company and is validly existing as an exempted company in good standing under the laws of Bermuda. (b) Authority. The Board of Directors of the Company (the "Board") has authorized the execution, delivery, and performance of this Agreement, and each of the transactions contemplated hereby. No other company action is necessary to authorize such execution, delivery and performance, and upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Board has authorized the issuance and delivery of the Securities in accordance with this Agreement. (c) Validity of Shares. The Securities to be issued and sold by the Company pursuant to this Agreement, when issued in accordance with the provisions hereof, will be validly issued, fully paid and nonassessable shares of the Company, and no shareholder of the Company has any preemptive rights to subscribe for any such Securities. (d) Consents. The creation, authorization, issuance, offer and sale of the Securities do not require any consent, approval or authorization of, or filing, registration or qualification with, any United States or Bermuda governmental authority on the part of the Company (except as may be required under the various state securities or Blue Sky laws) or the vote, consent or approval in any manner of the holders of any security (as defined in Section 2(1) of the Securities Act) of the Company as a condition to the execution and delivery of this Agreement or the creation, authorization, issuance, offer and sale of the Securities. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder will not violate (i) the terms and conditions of the Memorandum of Association or the Bylaws of the Company, or any material agreement to which the Company is a party or by which it is bound or (ii) subject to the accuracy of your representations and warranties contained in Section 3 hereof, any statute or any order, rule or regulation of any court or governmental agency having jurisdiction over the Company. 3. INVESTOR REPRESENTATIONS ------------------------ You represent and warrant that: (a) Affiliate. You understand that by virtue of your past and current investments in, and your relationship with, the Company, you may be considered an "affiliate" of the Company under the United States securities law, and you have discussed the implications of being deemed an "affiliate" of the Company with your counsel (including any implications under Rule 144 under the Securities Act). (b) Capacity. You have authorized the execution, delivery, and performance of this Agreement and each of the transactions contemplated hereby. No other action (whether corporate or otherwise) is necessary to authorize such execution, delivery and performance, and -2- upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of you, enforceable against you in accordance with its terms. (c) Brokers. There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of you. 4. COVENANTS OF THE PARTIES. ------------------------- (a) Lockup. You hereby agree that, during a period of 90 days from the Closing Date, you will not, directly or indirectly, (i) offer, pledge, sell, sell short, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option to purchase, or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by you or with respect to which you have or hereafter acquire the power of disposition or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. (b) Listing. The Company will use its reasonable best efforts to have the Securities approved for quotation on the Nasdaq National Market on the Closing Date or as soon as practicable thereafter. 5. INVESTOR CLOSING CONDITIONS --------------------------- The obligation of you to purchase and pay for the Securities on the Closing Date, as provided in Section 1 hereof, shall be subject to the satisfaction, prior thereto or concurrently therewith, of the following conditions: (a) Representations and Warranties. The Company's representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at and as of such date, except as otherwise affected by the transactions contemplated hereby. (b) Officer's Certificate. You shall have received a certificate, dated the Closing Date, signed by an authorized officer of the Company, certifying that the conditions specified in the foregoing Section 5(a) have been fulfilled. (c) Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided. (d) Opinion. You shall have received from the Company's counsel, Appleby, Spurling & Kempe, an opinion, dated the Closing Date, as to the legality of the Securities. -3- 6. COMPANY CLOSING CONDITIONS -------------------------- The obligation of the Company to issue and deliver the Securities on the Closing Date, as provided in Section 1 hereof, shall be subject to the satisfaction, prior thereto or concurrently therewith, of the following conditions: (a) Representations and Warranties. Your representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at and as of such date, except as otherwise affected by the transactions contemplated hereby. (b) Officer's Certificate. The Company shall have received a certificate, dated the Closing Date, signed by an authorized officer of your company, certifying that the conditions specified in the foregoing Section 6(a) have been fulfilled. (c) Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided. 7. INTERPRETATION OF THIS AGREEMENT -------------------------------- (a) Terms Defined. As used in this Agreement, the following terms have the respective meaning set forth below: Person: an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof. Securities Act: the Securities Act of 1933, as amended. Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance. (b) Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. (d) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 8. MISCELLANEOUS ------------- (a) Notices. All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by overnight courier or by registered mail -4- or certified mail, postage prepaid: (i) if to the Company, at 600 Third Avenue, New York, NY 10016, Attention: Avi Katz (Fax No.: (212) 338-5320, or at such other address or facsimile number as the Company may have furnished the other parties hereto in writing; (ii) if to you, at the address stated above, or at such other address or facsimile number as you may have furnished the Company in writing. (b) Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery, if a business day, otherwise the first business day thereafter; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. (c) Survival. All warranties, representations, and covenants made by you and the Company herein or in any certificate or other instrument delivered by one of you or the Company under this Agreement shall be considered to have been relied upon by the Company or you, as the case may be, and shall survive all deliveries to you of the Securities, or payment to the Company for such Securities, regardless of any investigation made by the Company or one of you, as the case may be, or on the Company's or your behalf. All statements in any such certificate or other instrument shall constitute warranties and representations by the Company hereunder. (d) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. No party shall assign any of its rights or obligations hereunder without the prior written consent of the other party. Nothing in this Agreement shall confer upon any Person not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. (e) Entire Agreement; Amendment and Waiver. This Agreement (including any exhibits and schedules hereto) constitutes the entire understandings of the parties hereto with respect to the subject matter hereof and supersede all prior agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and each of you. (f) Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect. (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. -5- Please indicate your acceptance and approval of the foregoing in the space provided below. GLOBALSTAR TELECOMMUNICATIONS LIMITED By: /s/ Avi Katz ------------------------------ Name: Avi Katz Title: Vice President and Secretary ACCEPTED AND APPROVED AS OF THE 22nd DAY OF SEPTEMBER, 2000 LORAL SPACE & COMMUNICATIONS LTD. By: /s/ Janet Yeung ------------------------------ Name: Janet Yeung Title: Vice President and Assistant Secretary -6- SCHEDULE I PURCHASE OF SECURITIES Number of Shares Aggregate of Common Stock Purchase Price - --------------- -------------- 1,120,187 $12,000,000 -----END PRIVACY-ENHANCED MESSAGE-----