<PAGE> 1
As filed with the Securities and Exchange Commission on August 18, 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 (I.R.S. Employer
of incorporation or organization) Identification Number)
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, New York 10016
(212) 697-1105
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
----------------------------
Loral Space & Communications Ltd. 1996 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)
----------------------------
Copies to
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
======================= ====================== ========================= ===================== ======================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Common Shares, $0.01
par value per share 6,000,000 $23.84375 $143,062,500 $42,203.44
======================= ====================== ========================= ===================== ======================
</TABLE>
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act")
based upon the average of the high and low sales prices of the Common Shares as
reported by the New York Stock Exchange on August 11, 1998.
<PAGE> 2
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
December 31, 1997, filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998, filed pursuant to the Exchange Act;
(c) The Company's Current Report on Form 8-K, filed on January 13, 1998
pursuant to the Exchange Act;
(d) The Company's Current Report on Form 8-K/A, filed on March 4, 1998
pursuant to the Exchange Act;
(e) The Company's Current Report on Form 8-K, filed on April 6, 1998
pursuant to the Exchange Act, as amended by the Company's Current Reports on
Form 8-K/A, filed on April 27, 1998 and June 17, 1998, respectively,
pursuant to the Exchange Act;
(f) The Company's Current Report on Form 8-K, filed on June 9, 1998
pursuant to the Exchange Act;
(g) The Company's Current Report on Form 8-K, filed on July 7, 1998
pursuant to the Exchange Act;
(h) The Company's Registration Statement on Form S-8, filed on October
25, 1996, pursuant to the Securities Act; and
(i) 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
<PAGE> 3
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 (provided,
however, that the information referred to in item 402(a)(8) of Regulation S-K of
the Commission shall not be deemed specifically incorporated by reference
herein).
Item 8. EXHIBITS
Exhibit No.
- -----------
4 Rights Agreement dated March 27, 1996 between the Company and
the Bank of New York (incorporated by reference to the
Company's Registration Statement on Form 10 (File No.
1014180)).
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 Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP.
23.4 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5).
24 Powers of Attorney.
<PAGE> 4
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 August, 1998.
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Eric J. Zahler
--------------------------------
Eric J. Zahler
Senior Vice President, General
Counsel and Secretary
<PAGE> 5
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
--------- ----- ----
* Chairman of the Board August 17, 1998
- ------------------- and Chief Executive Officer
Bernard L. Schwartz
* Director August 17, 1998
- -------------------
Howard Gittis
* Director August 17, 1998
- -------------------
Robert B. Hodes
* Director August 17, 1998
- -------------------
Gershon Kekst
* Director August 17, 1998
- -------------------
Charles Lazarus
* Director August 17, 1998
- -------------------
Malvin A. Ruderman
* Director August 17, 1998
- -------------------
E. Donald Shapiro
* Director August 17, 1998
- -------------------
Arthur L. Simon
* Director August 17, 1998
- -------------------
Daniel Yankelovich
* First Senior Vice President and August 17, 1998
- ------------------- Chief Financial Officer
Michael P. DeBlasio
* Vice President and Controller August 17, 1998
- -------------------
Harvey B. Rein
* By: /s/ Eric J. Zahler
- ------------------------
/s/ Eric J. Zahler
Attorney-in-Fact
<PAGE> 6
INDEX TO EXHIBITS
Exhibit No.
- -----------
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 Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP.
23.4 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5).
24 Powers of Attorney
<PAGE> 1
EXHIBIT 5
<PAGE> 2
[APPLEBY, SPURLING & KEMPE LETTERHEAD]
17 August, 1998
Loral Space & Communications Ltd.
600 Third Avenue
New York, New York 10016
Ladies and Gentlemen:
Re: Form S-8 Registration Statement
-------------------------------
We have acted as Bermuda 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 or about 17 August, 1998 in
connection with the registration under the Securities Act of 1933, as amended,
by the Company of 6,000,000 Common Shares of par value $0.01 each to be sold in
accordance with the terms of the Company's 1996 Stock Option Plan (the "Option
Plan").
We have examined the Option Plan, the Memorandum of Association and Bye-laws of
the Company, resolutions adopted by the Board of Directors of the Company
relating to the authorisation of the issuance and sale of the shares pursuant to
the Option Plan and such other corporate records and documents as we have deemed
necessary as a basis for this opinion. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity with the originals of all documents
submitted to us as copies.
In rendering this opinion, we do not express any opinion as to the laws of any
jurisdiction other than the laws of Bermuda.
Based upon the foregoing, it is our opinion that the Company has duly authorised
the issuance of the Common Shares to be sold by the Company pursuant to the
Option Plan and, when issued and paid for in accordance with the terms of the
Option Plan, 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
/s/ APPLEBY, SPURLING & KEMPE
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EXHIBIT 23.1
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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 and
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 of Form 10-K of Loral Space &
Communications Ltd. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
August 11, 1998
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
Exhibit 23.2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the Loral Space & Communications Ltd. 1996
Stock Option Plan of our report dated February 20, 1998, with respect to the
consolidated financial statements of Orion Network Systems, Inc. included in its
Annual Report (Form 10-K and amendment thereto on Form 10-K/A) for the year
ended December 31, 1997, incorporated by reference in the Form 8-K of Loral
Space & Communications Ltd. filed on April 6, 1998, as amended by Forms 8-K/A
filed on April 27, 1998 and June 17, 1998, which Forms 8-K and 8-K/A are
incorporated herein by reference.
/s/ Ernst & Young LLP
Washington D.C.
August 11, 1998
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EXHIBIT 23.3
<PAGE> 2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Loral Space & Communication Ltd (the Company), of our
reports of Telecommunicaciones de Mexico, Fixed Satellite Service dated December
15, 1997 (except for Note 9 which is as January 31, 1998) contained in the Form
8-K and Form 8-K/A filed on January 13, 1998 and March 4, 1998, respectively,
which are incorporated by reference.
/s/ Price Waterhouse
Price Waterhouse
Mexico City
August 14, 1998
<PAGE> 1
EXHIBIT 24
<PAGE> 2
POWER OF ATTORNEY
Each of the undersigned officers and directors of Loral Space & Communications
Ltd. hereby severally 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 as the attorneys-in-fact for the undersigned, in any and
all capacities, with full power of substitution, to sign this Registration
Statement or Form S-8 covering 6,000,000 shares of Common Stock issuable under
the Loral Space & Communications Ltd. 1996 Stock Option Plan and any and all
pre- or post-effective amendments to this 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, Chief June 9, 1998
- ---------------------------- Executive Officer and Director
Bernard L. Schwartz (Principal Executive Officer)
/s/ Howard Gittis Director June 9, 1998
- ----------------------------
Howard Gittis
/s/ Robert B. Hodes Director June 9, 1998
- ----------------------------
Robert B. Hodes
/s/ Gershon Kekst Director June 9, 1998
- ----------------------------
Gershon Kekst
/s/ Charles Lazarus Director June 9, 1998
- ----------------------------
Charles Lazarus
/s/ Malvin A. Ruderman Director June 9, 1998
- ----------------------------
Malvin A. Ruderman
/s/ E. Donald Shapiro Director June 9, 1998
- ----------------------------
E. Donald Shapiro
/s/ Arthur L. Simon Director June 9, 1998
- ----------------------------
Arthur L. Simon
<PAGE> 3
/s/ Daniel Yankelovich Director June 9, 1998
- ----------------------------
Daniel Yankelovich
/s/ Michael P. DeBlasio First Senior Vice President June 9, 1998
- ---------------------------- and Chief Financial Officer
Michael P. DeBlasio (Principal Financial Officer)
/s/ Harvey B. Rein Vice President and Controller June 9, 1998
- ---------------------------- (Principal Accounting Officer)
Harvey B. Rein
