-----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, JYJMR/C5IA6SmoKBaNpuG8MZwCGTm07uhFLe9wKUWRn8O4iEzGeUl1/3YYYhnkY6 Fc6PkIvvkjemCrN6Iv5Oig== 0000899140-99-000571.txt : 19991118 0000899140-99-000571.hdr.sgml : 19991118 ACCESSION NUMBER: 0000899140-99-000571 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991117 EFFECTIVENESS DATE: 19991117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR TELECOMMUNICATIONS LTD CENTRAL INDEX KEY: 0000933401 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133795510 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91143 FILM NUMBER: 99759813 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE 41 CEDAR AVENUE STREET 2: HAMILTON CITY: BERMUDA STATE: D0 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 S-8 1 REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on November 17, 1999 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GLOBALSTAR TELECOMMUNICATIONS LIMITED (Exact name of registrant as specified in its charter) Bermuda 13-3795510 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) Cedar House 41 Cedar Avenue Hamilton HM12, Bermuda (441) 295 - 2244 (Address, including zip code, and telephone number, including area code, of principal executive offices) ----------- Globalstar Telecommunications Limited 1994 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) CALCULATION OF REGISTRATION FEE ================================================================================ Title of Amount to be Proposed maximum Proposed maximum Amount of securities to registered (1) offering price aggregate offering registration be registered per share (2) price (2) fee - -------------- --------------- ----------------- ------------------ ------------ Common Stock, $1.00 par value per share 2,500,000 $25.8125 $64,531,250 $17,939.69 ================================================================================ ================================================================================ (1) This Registration Statement covers 2,500,000 shares of Common Stock authorized to be issued under the Globalstar Telecommunications Limited 1994 Stock Option Plan. (2) Estimated solely for purposes of calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act"). 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 Globalstar Telecommunications Limited, 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, 1998; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; (c) The Company's Current Reports on Form 8-K, filed on January 8, 1999, January 22, 1999 and August 6, 1999; (d) The Company's Registration Statement on Form S-8 (Registration Number 333-29447), filed on June 18, 1997; and (e) The description of the common stock of the Company, par value $1.00 per share (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A (File No. 0-25456) declared effective on February 13, 1995 pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 8. EXHIBITS Exhibit No. - ----------- 5 Opinion of Appleby Spurling & Kempe as to the validity of the shares to be issued. 23.1 Consent of Appleby Spurling & Kempe (contained in Exhibit 5). 23.2 Consent of Deloitte & Touche LLP. 24 Powers of Attorney (reference is made to the signature page herein). 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 November, 1999. GLOBALSTAR TELECOMMUNICATIONS LIMITED By: /s/ Eric J. Zahler ------------------------------ Eric J. Zahler Vice President and Secretary POWER OF ATTORNEY Each of the undersigned officers and directors of Globalstar Telecommunications Limited hereby severally constitutes and appoints Bernard L. Schwartz, Eric J. Zahler, Michael P. DeBlasio, Nicholas C. Moren, Richard J. Townsend, Avi Katz 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 a Registration Statement on Form S-8 covering an additional 2,500,000 shares of Common Stock issuable under the 1994 Stock Option Plan of Globalstar Telecommunications Limited and any and all pre- or post-effective amendments to such 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 November 10, 1999 - ----------------------- and Chief Executive Officer Bernard L. Schwartz (Principal Executive Officer) /s/ Michael P. DeBlasio Director November 10, 1999 - ----------------------- Michael P. DeBlasio /s/ Douglas G. Dwyre Director November 2, 1999 - -------------------- Douglas G. Dwyre /s/ Ronald Grierson Director November 10, 1999 - ------------------- Sir Ronald Grierson /s/ Robert B. Hodes Director November 10, 1999 - ------------------- Robert B. Hodes /s/ E. John Peett Director November 10, 1999 - ----------------- E. John Peett /s/ Michael B. Targoff Director November 10, 1999 - ---------------------- Michael B. Targoff /s/ A. Robert Towbin Director November 10, 1999 - -------------------- A. Robert Towbin /s/ Richard J. Townsend Vice President and November 4, 1999 - ----------------------- Chief Financial Officer Richard J. Townsend (Principal Financial Officer) /s/ Harvey B. Rein Vice President and Controller November 10, 1999 - ------------------ (Principal Accounting Harvey B. Rein Officer) INDEX TO EXHIBITS Exhibit No. Description of Exhibit - ----------- ---------------------- 5 Opinion of Appleby Spurling & Kempe as to the validity of the shares to be issued. 23.1 Consent of Appleby Spurling & Kempe (contained in Exhibit 5). 23.2 Consent of Deloitte & Touche LLP. 24 Powers of Attorney (reference is made to the signature page herein). EX-5 2 OPINION OF APPLEBY SPURLING & KEMPE [LETTERHEAD OF APPLEBY SPURLING & KEMPE] 17 November, 1999 Globalstar Telecommunications Limited Cedar House 41 Cedar Avenue Hamilton HM 12 BERMUDA Ladies and Gentlemen: Registration Statement on Form S-8 - ---------------------------------- We have acted as attorneys in Bermuda for Globalstar Telecommunications Limited, a Bermuda limited liability company (the "Company") in connection with its filing with the United States Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") with respect to a total of 2,500,000 of the Company's common shares US$1.00 par value per share (the "Shares") to be issued in accordance with the terms of the Company's 1994 Stock Option Plan (the "Share Plan"). For the purposes of this opinion we have examined and relied upon the documents listed (which, in some cases, are also defined) in the Schedule to this opinion (the "Documents"). Assumptions - ----------- We have assumed: (i) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have a material effect on any of the opinions herein expressed; (ii) the genuineness of all signatures on the documents which we have examined; (iii) the authenticity, accuracy and completeness of all documents submitted to us as originals and the conformity to authentic original documents, of all documents produced to us as certified, conformed, notarised or photostatic copies; (iv) that all representations and factual statements appearing in the Registration Statement, the Share Plan and the Board Resolutions are true, accurate and complete in all material respects; (v) that any awards granted under the Share Plan will be in consideration of the receipt by the Company prior to the issue of Shares pursuant thereto of either cash or services at least equal to the par value of such Shares; (vi) that the Resolutions are in full force and effect and have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors and the Executive Committee of the Company at meetings held on 26 May, 1995 and 15 November, 1999, respectively; (vii) that when filed with the Securities and Exchange Commission, the Registration Statement will not differ in any material respect from the draft which we have examined; and (viii)that the information disclosed by the Searches has not been materially altered and that the Searches did not fail to disclose any material information which had been delivered for filing or registration, but was not disclosed or did not appear on the public file at the time of the Searches. Opinion - ------- Based upon and subject to the foregoing, and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion that: - (1) The Company has been duly incorporated as a limited liability company and is validly existing and in good standing under the laws of Bermuda and has all requisite corporate power and authority to issue the Shares. (2) When duly issued pursuant to the Board Resolutions and the Share Plan all necessary action required to be taken by the Company pursuant to Bermuda law will have been taken by or on behalf of the Company and all the necessary authorisations and approvals of Governmental authorities in Bermuda have been duly obtained for the issue by the Company of the Shares. (3) When duly issued and paid for in accordance with the Board Resolutions and the Share Plan, the Shares will be validly issued, fully paid and nonassessable shares in the capital of the Company. (4) There are no taxes, duties or other charges payable to or chargeable by the Government of Bermuda, or any authority or agency thereof, in respect of the issue of the Shares. Reservations - ------------ We have the following reservations: - (a) We express no opinion as to any other 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 except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda as at the date hereof. (b) In paragraph (1) above, the term "good standing" means that the Company has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make it liable to be struck off the Registrar of Companies and thereby cease to exist under the laws of Bermuda. (c) Any reference in this opinion to shares being "non-assessable" shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the member holding such shares, that no such member shall be bound by an alteration in the Memorandum of Association, or Bye-Laws of the Company after the date on 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 shares capital of, or otherwise to pay money to, the Company. Disclosure - ---------- This opinion is addressed to you in connection with the registration of the Shares with the Securities and Exchange Commission solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matter stated herein. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. This opinion is to be governed by and construed in accordance with the laws of Bermuda. Yours faithfully, APPLEBY SPURLING & KEMPE /s/ Appleby Spurling & Kempe SCHEDULE -------- (1) Registration Statement draft dated 17 November 1999; (2) a copy of Share Plan; (3) the Certificate of Incorporation, Memorandum of Association and Bye-Laws of the Company (collectively referred to as the "Constitutional Documents"); (4) a copy of the Minutes of the Meeting of the Board of Directors of the Company adopted on 26 May, 1995 (the "Board Resolutions"); (5) a certified copy of excerpts of resolutions of the meeting of the Executive Committee of the Board of Directors of the Company adopted on 15 November, 1999 (the "Executive Committee Resolutions"); The Board Resolutions and the Executive Committee Resolutions are together referred to as the "Resolutions". (5) a copy of the permissions dated 17 November, 1999 given by the Bermuda Monetary Authority under the Exchange Control Act (1972) and related regulations for the issue of a total of 2,500,000 common shares of the Company; (6) an Officers Certificate dated as of today's date and signed by Avi Katz, a Director of the Company (the "Certificate"); (7) a Certificate of Compliance, dated 17 November, 1999 issued by the Ministry of Finance in relation to the Company; and (8) the entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, and the entries and filings shown in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by searches conducted on 17 November, 1999 (collectively referred to as the "Searches"). EX-23.1 3 CONSENT OF APPLEBY SPURLING & KEMPE EXHIBIT 23.1 (CONTAINED IN EXHIBIT 5) 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 Globalstar Telecommunications Limited on Form S-8 of our reports dated February 16, 1999, on the consolidated financial statements of Globalstar, L.P. and the financial statements of Globalstar Telecommunications Limited, appearing in the Annual Report on Form 10-K of Globalstar Telecommunications Limited and Globalstar, L.P. for the year ended December 31, 1998. /s/ Deloitte & Touche LLP San Jose, California November 12, 1999 EX-24 5 POWERS OF ATTORNEY EXHIBIT 24 (REFERENCE IS MADE TO THE SIGNATURE PAGE HEREIN) -----END PRIVACY-ENHANCED MESSAGE-----