<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 2000
REGISTRATION NO. 333-[ ]
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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LIBERTY SATELLITE & TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1299995
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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7600 EAST ORCHARD ROAD
SUITE 330-SOUTH
ENGLEWOOD, CO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
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AMENDED AND RESTATED LIBERTY SATELLITE &
TECHNOLOGY, INC. 1996 STOCK INCENTIVE PLAN
(FORMERLY TCI SATELLITE ENTERTAINMENT, INC.
1996 STOCK INCENTIVE PLAN)
(FULL TITLE OF PLAN)
-------------------------
CARL E. VOGEL
LIBERTY SATELLITE & TECHNOLOGY, INC.
7600 EAST ORCHARD ROAD
SUITE 330-SOUTH
ENGLEWOOD, CO 80111
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(303) 268-5440
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
MARC A. LEAF
BAKER BOTTS L.L.P.
599 LEXINGTON AVENUE
NEW YORK, NY 10022-6030
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered(1) share(2) price(2) fee
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<S> <C> <C> <C> <C>
Series A Common Stock, 2,000,000 shares(3) $5.156 $10,312,000 $2,722
par value $1.00 per share
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Act"), this Registration Statement also covers shares issued pursuant to
antidilution provisions set forth in the Amended and Restated Liberty
Satellite & Technology, Inc. 1996 Stock Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Act, on the basis of the
average of the bid and asked prices of the Series A Common Stock on the OTC
Bulletin Board on October 26, 2000.
(3) 2,000,000 shares of Series A Common Stock are being registered hereby,
which represent the number of additional shares which may be issued as
awards or in respect of awards granted pursuant to the Amended and Restated
Liberty Satellite & Technology, Inc. 1996 Stock Incentive Plan.
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration Statement
on Form S-8 incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (Registration No. 333-18167) previously filed
by the Registrant with the Securities and Exchange Commission on December 18,
1996.
1
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ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Baker Botts L.L.P. as to the validity of the issuance
of the securities being registered.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Baker Botts L.L.P. (contained in Exhibit 5 hereto).
24 Power of Attorney (contained in signature page).
99 Amended and Restated Liberty Satellite & Technology, Inc. 1996
Stock Incentive Plan.
</TABLE>
2
<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
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 Greenwood Village, State of Colorado, on
October 27, 2000 LIBERTY SATELLITE & TECHNOLOGY, INC.
By: /s/ Kenneth G. Carroll
-------------------------------
Name: Kenneth G. Carroll
Title: Senior Vice President
Chief Financial Officer and
Treasurer
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl E. Vogel and Kenneth G. Carroll, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange 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 or necessary to be done in and about the premises,
to all intents and purposes and as fully as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
(which persons constitute a majority of the Board of Directors) in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/Alan M. Angelich
----------------------
Alan M. Angelich Director October 27, 2000
/s/ Robert R. Bennett
----------------------
Robert R. Bennett Director October 27, 2000
/s/ William H. Berkman
----------------------
William H. Berkman Director October 27, 2000
/s/ John W. Goddard
----------------------
John W. Goddard Director October 27, 2000
/s/ J. Curt Hockemeier
----------------------
J. Curt Hockemeier Director October 27, 2000
/s/ Gary S. Howard
----------------------
Gary S. Howard Director and Chairman of October 27, 2000
the Board
/s/ Carl E. Vogel
----------------------
Carl E. Vogel Director, President and October 27, 2000
Chief Executive Officer
(Principal Executive Officer)
/s/ Kenneth G. Carroll
----------------------
Kenneth G. Carroll Senior Vice President, Chief October 27, 2000
Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Mark E. Burton
----------------------
Mark E. Burton Vice President of Finance October 27, 2000
(Principal Accounting Officer)
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Baker Botts L.L.P. as to the validity of the
issuance of the securities being registered.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Baker Botts L.L.P. (contained in Exhibit 5 hereto).
24 Power of Attorney (contained in signature page).
99 Amended and Restated Liberty Satellite & Technology, Inc.
1996 Stock Incentive Plan.
</TABLE>
5
