-----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, QmT3+X6NuLT73XgDmKtXXTI1XhRccb6n1Ht7YnxJBsqMhjejn1pbBKFXz7WaTy0y 10kJ7P2a4rXRucfWQKaw7g== 0000950123-99-006692.txt : 19990722 0000950123-99-006692.hdr.sgml : 19990722 ACCESSION NUMBER: 0000950123-99-006692 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990721 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-3/A SEC ACT: SEC FILE NUMBER: 333-83239 FILM NUMBER: 99667420 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR LP CENTRAL INDEX KEY: 0001037927 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133759824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-83239-01 FILM NUMBER: 99667421 BUSINESS ADDRESS: STREET 1: 3200 ZARKEN R STREET 2: PO BOX 640670 CITY: SAN JOSE STATE: CA ZIP: 95164 BUSINESS PHONE: 4089334000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSTAR CAPITAL CORP CENTRAL INDEX KEY: 0001037991 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-83239-02 FILM NUMBER: 99667422 BUSINESS ADDRESS: STREET 1: 3200 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95164 BUSINESS PHONE: 4084735550 S-3/A 1 AMENDMENT NO. 1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1999 REGISTRATION NO. 333-83239 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ GLOBALSTAR TELECOMMUNICATIONS GLOBALSTAR, L.P. LIMITED GLOBALSTAR CAPITAL CORPORATION (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) BERMUDA DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) (STATE OR OTHER JURISDICTION OF INCORPORATION) 13-3759824 13-3795510 13-3876323 (I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) CEDAR HOUSE, 41 CEDAR AVENUE 3200 ZANKER ROAD HAMILTON, HM12, BERMUDA SAN JOSE, CALIFORNIA 95134 (441) 295-2244 (408) 933-4000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) PRINCIPAL EXECUTIVE OFFICES)
ERIC J. ZAHLER, ESQ. C/O LORAL SPACECOM CORPORATION 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 COPIES TO: BRUCE R. KRAUS, ESQ. WILLKIE FARR & GALLAGHER 787 SEVENTH AVENUE NEW YORK, NEW YORK 10019-6099 (212) 728-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the fees and expenses payable by the Registrants in connection with this offering, other than underwriting discounts and commissions. All the amounts shown are estimates, except the SEC registration fee: SEC registration fee........................................ $139,000 Transfer agent and registration fee......................... $ 5,000 Printing fees............................................... $ 10,000 Legal fees and expenses..................................... $ 15,000 Accounting fees and expenses................................ $ 5,000 Miscellaneous fees and expenses............................. $ 1,500 -------- Total............................................. $175,500 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Bermuda law permits a company to indemnify its directors and officers, except for any act of fraud or dishonesty. GTL has provided in its Bye-Laws that its directors and officers will be indemnified out of the funds of GTL against all civil liabilities, loss, damage or expense (including defending any proceedings in specified circumstances) incurred or suffered, other than to the extent such indemnity would be void under Bermuda law. Bermuda law also permits GTL 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. GTL has entered into indemnification agreements with its officers and directors. To the extent permitted by law, the indemnification agreements may require GTL, among other things, to indemnify such officers and directors against liabilities that may arise by reason of their status or service as directors (other than liabilities arising from willful misconduct of a culpable nature) and to advance their expenses incurred as a result of any proceedings against them as to which they could be indemnified. GTL maintains a directors' and officers' liability insurance policy. II-1 3 Globalstar Capital, which is a Delaware corporation, is empowered by the Delaware General Corporation Law, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of Globalstar Capital. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Certificate of Incorporation and by-laws of Globalstar Capital provide for indemnification of the directors and officers of such entities to the full extent permitted by the Delaware General Corporation Law. Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers Globalstar to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. Globalstar has agreed to indemnify its partners, the partners in LQSS and LQP, their respective affiliates and all of their respective officers, directors, partners, controlling shareholders, employees, and agents (each an "Indemnitee") from and against any and all losses and liabilities arising out of or incidental to the business of Globalstar so long as such Indemnitee's conduct did not constitute actual fraud, gross negligence, knowing breach of specific provisions of the Globalstar partnership agreement or willful or wanton misconduct. The Globalstar partnership agreement further provides that LQSS, GTL, the partners in LQSS and LQP, their respective affiliates and all of their respective officers, directors, partners, controlling shareholders, employees and agents (each a "General Partner Person") will not be liable to Globalstar or the limited partners for any losses sustained or liabilities incurred as a result of any act or omission of a General Partner Person, if such person or entity acted in good faith and in a manner it or he reasonably believed to be in, or not opposed to, the best interest of Globalstar and the conduct did not constitute gross negligence or non-performance. LQSS and GTL, as applicable, will indemnify the limited partners for losses and liabilities resulting from conduct of their respective General Partner Person that is found to have constituted bad faith, gross negligence or non-performance. II-2 4 ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 1.1** Form of Underwriting Agreement for Debt Securities 1.2** Form of Underwriting Agreement for Equity Securities 4.1** Form of Preferred Stock Annex to Bye-Laws of Globalstar Telecommunications Limited 4.2** Form of Senior Indenture 4.3** Form of Subordinated Indenture 4.4** Form of Secured Indenture 4.5** Form of Senior Debt Security 4.6** Form of Subordinated Debt Security 4.7** Form of Secured Debt Security 4.8** Form of Warrant Agreement tp purchase GTL Common Stock 5.1** Opinion of Appleby, Spurling & Kempe. 5.2+ Opinion of Willkie Farr & Gallagher 12* Statement Regarding Computation of Ratios 23.1+ Consent of Deloitte & Touche LLP. 23.2** Consent of Appleby, Spurling & Kempe (included in their opinion filed as Exhibit 5.1). 23.3+ Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit 5.2) 25.1** Form of Statement of Eligibility of Senior Trustee on Form T-1 25.2** Form of Statement of Eligibility of Subordinated Trustee on Form T-1 25.3** Form of Statement of Eligibility of Secured Trustee on Form T-1
- ------------------------- + Previously filed. * Incorporated by reference from GTL's and Globalstar, L.P.'s Annual Report on Form 10-K for the year ended December 31, 1998 and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999. ** To be filed by amendment or incorporated by reference to the extent applicable in connection with an offering. II-3 5 ITEM 17. UNDERTAKINGS (a) The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (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 the offering. (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the II-4 6 registrants' annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under item 15 above, or otherwise, the registrants have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants 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 registrants 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 Act and will be governed by the final adjudication of such issue. II-5 7 SIGNATURES (GLOBALSTAR TELECOMMUNICATIONS LIMITED) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 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 JULY 20, 1999. GLOBALSTAR TELECOMMUNICA- TIONS LIMITED By /s/ ERIC J. ZAHLER -------------------------------------- Eric J. Zahler Vice President II-6 8 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF GLOBALSTAR TELECOMMUNICATIONS LIMITED IN THE CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE ---- ----- ---- * Chairman of the Board, President July 20, 1999 - --------------------------------------------------- and Chief Executive Officer Bernard L. Schwartz (Principal Executive Officer) * Vice Chairman of the Board and July 20, 1999 - --------------------------------------------------- Director Gregory J. Clark * Senior Vice President and July 20, 1999 - --------------------------------------------------- Director Michael P. DeBlasio Director July 20, 1999 - --------------------------------------------------- Douglas G. Dwyre * Director July 20, 1999 - --------------------------------------------------- Sir Ronald Grierson * Director July 20, 1999 - --------------------------------------------------- Robert B. Hodes * Director July 20, 1999 - --------------------------------------------------- E. John Peett
II-7 9
NAME TITLE DATE ---- ----- ---- Director July 20, 1999 - --------------------------------------------------- Michael B. Targoff * Director July 20, 1999 - --------------------------------------------------- A. Robert Towbin * Vice President and Chief July 20, 1999 - --------------------------------------------------- Financial Officer (Principal Richard J. Townsend Financial Officer) * Vice President and Controller July 20, 1999 - --------------------------------------------------- (Principal Accounting Officer) Harvey B. Rein *By: /s/ ERIC J. ZAHLER ---------------------------------------------- Attorney-in-Fact
II-8 10 SIGNATURES (GLOBALSTAR, L.P.) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 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 JULY 20, 1999. GLOBALSTAR, L.P. By: Loral/QUALCOMM Satellite Services, L.P., its General Partner By: Loral/QUALCOMM Partnership, L.P., its General Partner By: Loral General Partner, Inc., its General Partner By /s/ ERIC J. ZAHLER ---------------------------------------- Eric J. Zahler Senior Vice President II-9 11 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF LORAL GENERAL PARTNER, INC., THE CORPORATE GENERAL PARTNER OF LORAL/QUALCOMM PARTNERSHIP, L.P., THE GENERAL PARTNER OF LORAL/QUALCOMM SATELLITE SERVICES, L.P., THE GENERAL PARTNER OF GLOBALSTAR, L.P., IN THE CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE ---- ----- ---- * Chairman of the Board and July 20, 1999 - --------------------------------------------------- Chief Executive Officer Bernard L. Schwartz (Principal Executive Officer) * President, Chief Operating July 20, 1999 - --------------------------------------------------- Officer and Director Gregory J. Clark /s/ ERIC J. ZAHLER Senior Vice President, July 20, 1999 - --------------------------------------------------- Secretary and Director Eric J. Zahler * Senior Vice President and July 20, 1999 - --------------------------------------------------- Chief Financial Officer Richard J. Townsend (Principal Financial Officer) * Vice President and July 20, 1999 - --------------------------------------------------- Controller (Principal Harvey B. Rein Accounting Officer) *By: /s/ ERIC J. ZAHLER - --------------------------------------------------- Attorney-in-Fact
II-10 12 SIGNATURES (GLOBALSTAR CAPITAL CORPORATION) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 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 JULY 20, 1999. Globalstar Capital Corporation By /s/ ERIC J. ZAHLER ----------------------------------- Eric J. Zahler Senior Vice President II-11 13 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF GLOBALSTAR CAPITAL CORPORATION IN THE CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE ---- ----- ---- * Chairman of the Board and July 20, 1999 - --------------------------------------------------- Chief Executive Officer Bernard L. Schwartz (Principal Executive Officer) * President, Chief Operating July 20, 1999 - --------------------------------------------------- Officer and Director Gregory J. Clark /s/ ERIC J. ZAHLER Senior Vice President, July 20, 1999 - --------------------------------------------------- Secretary and Director Eric J. Zahler * Senior Vice President and July 20, 1999 - --------------------------------------------------- Chief Financial Officer Richard J. Townsend (Principal Financial Officer) * Vice President and July 20, 1999 - --------------------------------------------------- Controller (Principal Harvey B. Rein Accounting Officer) By: /s/ ERIC J. ZAHLER - --------------------------------------------------- Attorney-in-Fact
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