<PAGE>
As filed with the Securities and Exchange Commission on April 1, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Third Avenue,
New York, New York, 10016
(Address of Principal Executive Offices)
Loral Orion Network Systems, Inc. Amended and Restated 1987 Stock Option Plan
Loral Orion Network Systems, Inc. 1997 Stock Option Plan
Loral Orion Network Systems, Inc. Non-Employee Director Stock Option Plan
Stock Option Agreement dated as of July 17, 1996, between Orion Network
Systems, Inc. and John G. Puente
Stock Option Agreement dated as of March 12, 1997, between Orion Network
Systems, Inc. and Gustave M. Hauser
(Full title of the plan)
Eric J. Zahler, Esq.
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)
-------------------------
with a copy to:
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Proposed Proposed Amount of
Securities to Amount to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee (2)
(1) Price Per Offering
Share (2) Price (2)
- -------------------------------- ------------ ---------- ---------- ------------
Common Stock, par value $.01 per 1,397,446 $28 $39,128,488 $11,858
share, and related Loral Rights shares
(as defined below in Note 1)
(1) Being registered hereby are 1,397,446 shares of common stock, par value $.01
per share ("Loral Common Stock"), of Loral Space & Communications Ltd. (the
"Registrant"), and related Loral Rights (as defined below), issuable
pursuant to the Loral Orion Network Systems, Inc. Amended and Restated 1987
Stock Option Plan, the Loral Orion Network Systems, Inc. 1997 Stock Option
Plan, the Loral Orion Network Systems, Inc. Non-Employee Director Stock
Option Plan, the Stock Option Agreement dated as of July 17, 1996 between
Orion Network Systems, Inc. (the predecessor company to Loral Orion Network
Systems, Inc., a subsidiary of the Registrant, "Orion") and John G. Puente
and the Stock Option Agreement dated as of March 12, 1997, between Orion and
Gustave M. Hauser (collectively, the "Plans"). At the effective time of the
transaction contemplated by the Agreement and Plan of Merger, among the
Registrant, Loral Satellite Corporation and Orion, dated as of October 7,
1997, as amended (the "Merger"), all options to purchase shares of the
common stock, par value $.01 per share, of Orion, whether vested or
unvested, issued under the Plans prior to the effective date of the Merger,
have been converted into options to purchase shares of Loral Common Stock.
As provided for in the Rights Agreement dated March 27, 1996, between the
Registrant and The Bank of New York, as Rights Agent, each share of Loral
Common Stock issued will be accompanied by one Loral right (a "Loral Right")
to purchase from the Registrant a unit consisting initially of one
one-thousandth of a share of Series B Preferred Stock, par value $.01 per
share. (2) Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(c)and (h). The proposed maximum
offering price per share was determined based upon the average of the high
and low prices per share of the Loral Common Stock on March 31, 1998, as
reported on the New York Stock Exchange, Inc.
--------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I will be sent or given
to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement (the
"Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of certain documents by reference
This Registration Statement incorporates documents by reference which are not
presented herein or delivered herewith. Loral Space & Communications Ltd. (the
"Registrant") will provide without charge to each person to whom this
Registration Statement is delivered a copy of any or all of such documents which
are incorporated herein by reference (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference into the
documents that this Registration Statement incorporates). Oral or written
requests for Registrant's documents should be directed to Loral Space &
Communications Ltd., 600 Third Avenue, New York, New York 10016, telephone
number (212) 697-1105, attention: Eric J.
Zahler, General Counsel.
The documents listed below have been filed by the Registrant (File No. 1-14180)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with
the Commission and are incorporated herein by reference:
1. Registrant's Annual Report on Form 10-K for the period ended December 31,
1997.
2. The description of Registrant's Common Stock contained in Registrant's
registration statement on Form 8-A, filed under the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to Section
13(a), 13(c), 14 or 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 securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and shall be part
hereof from the date of filing of such document with the Commission.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein (or
in any other subsequently filed document that also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, to constitute a part of this Registration
Statement. This Registration Statement is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference, except to the extent set forth in the
immediately preceding statement.
Item 4. Description of Securities
Not applicable (The Common Stock is registered under Section 12 of the
Exchange Act.)
Item 5. Interests of Named Experts and Counsel
Not applicable
2
<PAGE>
Item 6 Indemnification of Directors and Officers.
Bermuda law permits a company to indemnify its directors and officers,
except for any act of fraud or dishonesty. The Registrant has provided in its
Bye-Laws that its directors and officers 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 fraud or dishonesty.
Bermuda law and the Bye-Laws of the Registrant also permit the
Registrant 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.
The Registrant intends to enter into indemnification agreements with its
officers and directors. To the extent permitted by law, the indemnification
agreements may require the Registrant, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors (other than liabilities arising from fraud
or dishonesty) and to advance their expenses incurred as a result of any
proceedings against them as to which they could be indemnified.
The Registrant maintains a directors' and officers' liability insurance
policy.
Item 7. Exemption from registration claims.
Not applicable
Item 8 Exhibits and Financial Statement Schedules.
4.1 Rights Agreement dated March 27, 1996 between the Registrant and
The Bank of New York, Rights Agent*
5.1 Opinion of Appleby, Spurling & Kempe regarding the legality of the
securities being registered+
23.1 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP+
24.1 Powers of Attorney+
- ----------------------------
* Incorporated by reference to the Registrant's Registration Statement on
Form 10 (File No. 1014180).
+ Filed Herewith.
Item 9 Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in such Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to 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.
3
<PAGE>
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post effective amendment to this Registration Statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(b) 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.
(c) 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 these undertakings contained in paragraphs 1(a) and 1(b) 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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act, that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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
offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 31st day of
March, 1998.
LORAL SPACE & COMMUNICATIONS LTD.
By: *
Name: Bernard L. Schwartz
Title: Chairman of the Board
and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, 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 and March 31, 1998
- ------------------------------ Chief Executive Officer
Bernard L. Schwartz (Principal Executive Officer)
* Director March 31, 1998
- ------------------------------
Howard Gittis
* Director March 31, 1998
- ------------------------------
Robert B. Hodes
Director
- ------------------------------
Gershon Kekst
* Director March 31, 1998
- ------------------------------
Charles Lazarus
* Director March 31, 1998
- ------------------------------
Malvin A. Ruderman
* Director March 31, 1998
- ------------------------------
E. Donald Shapiro
* Director March 31, 1998
- ------------------------------
Arthur L. Simon
* Director March 31, 1998
- ------------------------------
Daniel Yankelovich
* First Senior Vice President and March 31, 1998
- ------------------------------ Chief Financial Officer
Michael P. DeBlasio (Principal Financial Officer)
* Vice President and Controller March 31, 1998
- ------------------------------ (Principal Accounting Officer)
Harvey B. Rein
/S/ Eric J. Zahler March 31, 1998
- ------------------------------
Eric J. Zahler
Attorney-in-Fact
* See Power of Attorney attached as Exhibit 24.1
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
4.1 Rights Agreement dated March 27, 1996 between the Registrant and
The Bank of New York, Rights Agent*
5.1 Opinion of Appleby, Spurling & Kempe regarding the legality of the
securities being registered+
23.1 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP+
24.1 Powers of Attorney+
- ------------------------------
* Incorporated by reference to the Registrant's Registration Statement
on Form 10 (File No. 1014180).
+ Filed Herewith.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF APPLEBY, SPURLING & KEMPE]
1 April, 1998
Loral Space & Communications Ltd.
600 Third Avenue
New York
N.Y. 10016
Dear Sirs,
Re: Loral Space & Communications Ltd.
- --- ---------------------------------
We have acted as Bermuda legal advisers to Loral Space & Communications
Ltd., a Bermuda exempted company (the "Company"). We have been requested to
render this opinion as to Bermuda law in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission in connection with the
registration by the Company of 1,397,446 common shares of par value $.01 per
share, and related rights (the "Shares") each to be sold in accordance with the
terms of the Loral Orion Network Systems, Inc. Amended and Restated 1987 Stock
Option Plan, the Loral Orion Network Systems, Inc. 1997 Stock Option Plan, the
Loral Orion Network Systems, Inc. Non-Employee Director Stock Option Plan, the
Stock Option Agreement dated as of 17 July, 1996 between Orion Network Systems,
Inc. ("Orion") and John G. Puente and the Stock Option Agreement dated as of
12 March, 1997, between Orion and Gustave M. Hauser (collectively the "Plans").
For purposes of this opinion, we have been supplied with and reviewed a
copy of the Registration Statement and have relied upon the Memorandum of
Association and Bye-Laws of the Company and such other documents, certificates
and records and have made such investigations as we deem necessary or
appropriate in order to give the opinion expressed herein. As to various
questions of fact, we have relied on statements and certificates of officers and
representatives of the Company.
We have assumed:-
(i) the truth, accuracy and completeness as of the date hereof
of all representations as to factual matters made in the
documents which we have examined;
(ii) the genuiness of all signatures on the documents which we
have examined; and
(iii) the conformity to original documents of all documents
produced to us as copies and the authenticity of all
original documents which, or copies of which, have been
submitted to us.
Based upon and subject to the foregoing and subject to the reservations
mentioned below and to any matter not disclosed to us, we are of the opinion
that:-
1. The Company is a company duly incorporated, and validly
existing and in good standing under Bermuda law; and
2. The Shares have been duly and validly authorised by the
Company, and when issued and paid for in accordance with
the terms of the Plans will be duly authorised, validly
issued, fully paid and non-assessable.
Our reservations are as follows:-
(A) We express no opinion as to any 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 other than Bermuda. Where an obligation is to
be performed in a jurisdiction other than Bermuda, a Bermuda
court may decline to enforce it to the extent that such
performance would be illegal or contrary to public policy
under the laws of such other jurisdiction.
<PAGE>
(B) We express no opinion as to the availability of equitable
remedies, such as specific performance or injunctive relief,
or as to any matters which are within the discretion of the
Bermuda courts, such as the award of costs, or questions
related to jurisdiction. Further, we express no opinion as
to the validity or binding effect in Bermuda of any waiver
of or obligation to waive any provision of law (whether
substantive or procedural) or any right or remedy arising
through circumstances not known at the time of the filing of
the Registration Statement.
(C) Section 9 of the Interest and Credit Charges (Regulation)
Act 1975 provides that the Bermuda courts have discretion as
to the amount of interest if any payable on the amount of a
judgment after date of judgment. If the court does not
exercise that discretion, then interest will accrue at the
statutory rate which is currently seven per cent per annum.
(D) Where a party is vested with a discretion or may determine
a matter in its opinion, such discretion may have to be
exercised reasonably or such an opinion may have to be
based on reasonable grounds.
(E) For the purposes of this opinion:-
(a) the term "fully paid" means, in relation to the issued
shares of a company limited by shares (that is to say, a
company having the liability of its members limited by its
Memorandum of Association to the amount, if any, unpaid on
the shares held by them), that members holding such shares
have no liability to make any contribution or other payment
to the company in respect of those shares; and
(b) the term "non-assessable" means, in relation to fully
paid shares of a company, that such member shall not be
bound by any alteration to the Memorandum of Association or
to the Bye-Laws of that company after the date upon 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 share
capital of, or otherwise to, pay money to the company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm therein.
This opinion is governed by Bermuda law.
Yours faithfully,
APPLEBY, SPURLING & KEMPE
2
INCLUDED IN EXHIBIT 5.1
EXHIBIT 23.2
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 & 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 on Form 10-K of
Loral Space & Communications Ltd. for the year ended December 31, 1997.
Deloitte & Touche LLP
New York, New York
March 27, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer and director of Loral
Space & Communications Ltd., whose signature appears below 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, with full power
to act without the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
/s/ Bernard L. Schwartz Chairman of the Board, March 31, 1998
- ------------------------------- Chief Executive Officer
Bernard L. Schwartz (Principal Executive Officer)
/s/ Howard Gittis Director March 31, 1998
- -------------------------------
Howard Gittis
/s/ Robert B. Hodes Director March 31, 1998
- -------------------------------
Robert B. Hodes
- ------------------------------- Director
Gershon Kekst
/s/ Charles Lazarus Director March 31, 1998
- -------------------------------
Charles Lazarus
/s/ Malvin A. Ruderman Director March 31, 1998
- -------------------------------
Malvin A. Ruderman
/s/ E. Donald Shapiro Director March 31, 1998
- -------------------------------
E. Donald Shapiro
/s/ Arthur L. Simon Director March 31, 1998
- -------------------------------
Arthur L. Simon
/s/ Daniel Yankelovich Director March 31, 1998
- -------------------------------
Daniel Yankelovich
/s/ Michael P. DeBlasio First Senior Vice President March 31, 1998
- ------------------------------- Chief Financial Officer
Michael P. DeBlasio (Principal Financial Officer)
/s/ Harvey B. Rein Vice President and Controller March 31, 1998
- ------------------------------- (Principal Accounting Officer)
Harvey B. Rein
