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As filed with the Securities and Exchange Commission on October 25, 1996
Registration No. 333-____
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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)
Islands of Bermuda 13-3867424
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
600 Third Avenue
New York, New York 10016
(Address of principal executive offices)
Loral Savings Plan
Loral Space & Communications Ltd. 1996 Stock Option Plan
Loral Space & Communications Ltd. Common Stock Purchase Plan for Directors
(Full title of the plan)
Eric J. Zahler, Esquire
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)
CALCULATION OF REGISTRATION FEE
- --------------- ---------------- ----------------- -------------- --------------
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities Amount to be offering price offering registration
to be registered registered(1) per share (2) price (2) fee
- --------------- ---------------- ----------------- -------------- --------------
Common Stock,
$0.01 par value
per share 17,200,000 $16.0625 $276,275,000 $83,720
- ------------------------
(1) This Registration Statement covers 5,000,000 shares authorized to
be sold under the Loral Savings Plan (the "Savings Plan"),
12,000,000 shares authorized to be sold under the Loral Space &
Communications Ltd. 1996 Stock Option Plan and 200,000 shares
authorized to be sold under the Loral Space & Communications Ltd.
Common Stock Purchase Plan for Directors. In addition, pursuant
to Rule 416(c) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
Savings Plan.
(2) Estimated solely for calculating the amount of the registration
fee, pursuant to Rule 457(h) under the Securities Act.
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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
March 31, 1996, pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K, filed on September 27,
1996 and August 13, 1996, respectively, pursuant to the Exchange Act; and
(d) 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 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 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock to be registered herein is
being passed upon by Appleby, Spurling & Kempe.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Officers and directors of the Company are covered by certain
provisions of the bye-laws and individual indemnification agreements and
insurance policies which serve to limit, and, in certain instances, to indemnify
them against, certain liabilities which they may incur in such capacities. Under
Bermuda law, a company may, in its bye-laws or in any contract or arrangement
between the company and any officer or any person employed by the company as
auditor, exempt such officer or person from, or indemnify him in respect of, any
loss arising or liability attaching to him by virtue of any rule of law in
respect of any negligence, default, breach of duty or breach of trust of which
the officer or person may be guilty in relation to the company or any subsidiary
thereof.
The Company has provided in its bye-laws that the directors and
officers of the Company 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
willful negligence, willful default, fraud or dishonesty.
The Company may, as permitted by Bermuda law, 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 Company intends to enter into indemnification agreements with the
Company's officers and directors. To the extent permitted by law, the
indemnification agreements may require the Company, among other things, to
indemnify such officers or directors against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature) and to advance
their expenses as a result of any proceedings against them as to which they
could be indemnified.
At present there is no pending material litigation or proceeding
involving a director or officer of the Company where indemnification will be
required or permitted. In addition, the Company is not aware of any threatened
material litigation or proceeding that may result in a claim for such
indemnification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
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Item 8. EXHIBITS
Exhibit No.
4.1 Memorandum of Association of the Company (incorporated by
reference to the Form 10, Exhibit 3.1).
4.2 Memorandum of Increase of Share Capital (incorporated by
reference to the Form 10, Exhibit 3.2).
4.3 Form of Amended and Restated Bye-Laws of the Company
(incorporated by reference to the Form 10, Exhibit 3.3).
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 Appleby, Spurling & Kempe (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
The Company hereby undertakes to submit the Savings Plan and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner and to
make all changes required by the IRS in order to qualify the Plan.
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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;
(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;
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provided, however, that paragraphs (a)(i) and (a)(ii) 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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
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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 15th day of
October, 1996.
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Bernard L. Schwartz
--------------------------
Bernard L. Schwartz
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, the
administrative committee of the Savings Plan 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 15th day of
October, 1996.
LORAL SAVINGS PLAN
By: /s/ Wendy L. Grabel
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Wendy L. Grabel
(a member of the Savings Plan's
Administrative Committee)
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Each of the undersigned officers and directors of the Company
hereby severally constitutes and appoints Eric J. Zahler, their true and lawful
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact 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 said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
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
--------- ----- ----
/s/ Bernard L. Schwartz Chairman of the Board and October 15, 1996
- -------------------------- Chief Executive Officer
Bernard L. Schwartz
/s/ Michael P. DeBlasio Senior Vice President and October 15, 1996
- -------------------------- Chief Financial Officer
Michael P. DeBlasio
/s/ Harvey Rein Controller and Chief October 15, 1996
- -------------------------- Accounting Officer
Harvey Rein
/s/ Howard Gittis Director October 15, 1996
- --------------------------
Howard Gittis
/s/ Robert B. Hodes Director October 15, 1996
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Robert B. Hodes
/s/ Gershon Kekst Director October 15, 1996
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Gershon Kekst
/s/ Charles Lazarus Director October 15, 1996
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Charles Lazarus
/s/ Malvin A. Ruderman Director October 15, 1996
- --------------------------
Malvin A. Ruderman
/s/ E. Donald Shapiro Director October 15, 1996
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E. Donald Shapiro
/s/ Arthur L. Simon Director October 15, 1996
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Arthur L. Simon
/s/ Thomas J. Stanton, Jr. Director October 15, 1996
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Thomas J. Stanton, Jr.
/s/ Daniel Yankelovich Director October 15, 1996
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Daniel Yankelovich
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INDEX TO EXHIBITS
Exhibit No.
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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 Consent of Appleby, Spurling & Kempe (contained
in Exhibit 5).
24 Powers of Attorney (included on signature page).
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[LETTERHEAD OF APPLEBY, SPURLING & KEMPE]
21st October, 1996
Loral Space & Communications Ltd.
Cedar House
41 Cedar Avenue
Hamilton HM12
Bermuda
Ladies and Gentlemen:
Re: Form S-8 Registration Statement
-----------------------------------
We have acted as 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 21st October, 1996 in connection
with the registration under the Securities Act of 1933, as amended, by the
Company of 17,200,000 Common Shares of par value $0.01 each to be sold in
accordance with the terms of the Loral Savings Plan, the Company's Stock Option
Plan and the Company's Common Stock Purchase Plan for Directors (collectively
the "Share Plans").
We have examined such documents, certificates and records and
have made such investigations as we have deemed necessary or appropriate in
order to give the opinion herein expressed.
In rendering this opinion, we do not express any opinion as to
the laws of any jurisdiction other than the laws of Bermuda.
In our opinion, the Company has duly authorised the issuance of
the Common Shares to be sold by the Company pursuant to the Share Plans and,
when issued and paid for in accordance with the terms of the Share Plans, 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
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Loral Space & Communications Ltd. on Form S-8 of our reports on (i) the
balance sheet of Loral Space & Communications Ltd. as of March 31, 1996;
(ii) the combined financial statements of the Space & Communications
Operations of Loral Corporation as of March 31, 1996 and 1994 and for each
of three years in the period ended March 31, 1996; (iii) the financial
statements of Globalstar, L.P. as of December 31, 1994 and 1995 and for the
year ended December 31, 1993, the periods January 1 to March 22, 1994 and
March 23 to December 31, 1994, and the year ended December 31, 1995 and
cumulative; and (iv) the financial statements of Space Systems/Loral, Inc.
as of March 31, 1996 and 1995 and for each of three years in the period
ended March 31, 1996, all appearing in the Annual Report on Form 10-K of
Loral Space & Communications Ltd. for the year ended March 31, 1996.
/s/ Deloitte & Touche LLP
San Jose, California
October 23, 1996
