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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAGELLAN INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-460-7698
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
c/o Hughes Electronics Corporation
Attention: Robert M. Hall, Esq.
7200 Hughes Terrace
Los Angeles, California 90045
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the registration of a
registration of a class of class of debt securities and is to become
debt securities and is effective simultaneously with the
effective upon filing effectiveness of a concurrent registration
pursuant to General statement under the Securities Act of 1933
instruction A.(c)(1) please pursuant to General Instruction A.(c)(2)
check the following box. please check the following box. [_]
[_]
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
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Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The description of the common stock, $.01 par value (the "Common Stock"),
of Magellan International, Inc., a Delaware corporation (the "Registrant"), is
incorporated by reference to the information set forth under the caption
"Description of Capital Stock-- Common Stock" in the Proxy Statement/Prospectus
included as part of the Registrant's registration statement on Form S-4 (No.
333-25293) as filed on April 16, 1997 with the Securities and Exchange
Commission, and as amended from time to time (the "S-4 Registration Statement").
ITEM 2. EXHIBITS.
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Pursuant to Instruction II of the Instructions as to Exhibits for
registration statements on Form 8-A, the documents listed below are filed as
exhibits to this Registration Statement:
1. Specimen of temporary Common Stock Certificate (filed herewith).
2. Specimen of permanent Common Stock Certificate (filed herewith).
3. Form of Restated Bylaws of the Registrant (incorporated by reference
to (incorporated by reference to Exhibit 3.1 from the S-4 Registration
Statement).
4. Form of Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 from the S-4 Registration Statement).
5. Agreement and Plan of Reorganization, dated September 20, 1996, among
Hughes Communications, Inc., Hughes Communications Galaxy, Inc.,
Hughes Communications Satellite Services, Inc., Hughes Communications
Services, Inc., Hughes Communications Carrier Services, Inc., Hughes
Communications Japan, Inc., the Registrant and PanAmSat Corporation
(attached thereto as Exhibits F and G are forms of the Registration
Rights Agreement and Stockholder Agreement, respectively, which will
be entered into upon consummation of the transactions contemplated by
the Agreement and Plan of Reorganization) (incorporated by reference
to Exhibit 2.1 from the S-4 Registration Statement).
6. Amendment to Agreement and Plan of Reorganization, dated as of April
4, 1997 among Hughes Communications, Inc., Hughes Communications
Galaxy, Inc., Hughes Communications Satellite Services, Inc., Hughes
Communications Services, Inc., Hughes Communications Carrier Services,
Inc., Hughes Communications Japan, Inc., the Registrant and PanAmSat
Corporation (modifies the forms of Registration Rights Agreement and
Stockholder Agreement attached to the Agreement and Plan of
Reorganization) (incorporated by reference to Exhibit 2.2 from the S-4
Registration Statement).
2
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 1997 MAGELLAN INTERNATIONAL, INC.
By: /s/ Kenneth N. Heintz
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Kenneth N. Heintz
Treasurer
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EXHIBIT INDEX
1. Specimen of temporary Common Stock Certificate (filed herewith).
2. Specimen of permanent Common Stock Certificate (filed herewith).
3. Form of Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 from the S-4 Registration
Statement).
4. Form of Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 from the S-4 Registration Statement).
5. Agreement and Plan of Reorganization, dated September 20, 1996, among
Hughes Communications, Inc., Hughes Communications Galaxy, Inc.,
Hughes Communications Satellite Services, Inc., Hughes Communications
Services, Inc., Hughes Communications Carrier Services, Inc., Hughes
Communications Japan, Inc., the Registrant and PanAmSat Corporation
(attached thereto as Exhibits F and G are forms of the Registration
Rights Agreement and Stockholder Agreement, respectively, which will
be entered into upon consummation of the transactions contemplated by
the Agreement and Plan of Reorganization) (incorporated by reference
to Exhibit 2.1 from the S-4 Registration Statement).
6. Amendment to Agreement and Plan of Reorganization, dated as of April 4,
1997 among Hughes Communications, Inc., Hughes Communications Galaxy,
Inc., Hughes Communications Satellite Services, Inc., Hughes
Communications Services, Inc., Hughes Communications Carrier Services,
Inc., Hughes Communications Japan, Inc., the Registrant and PanAmSat
Corporation (modifies the forms of Registration Rights Agreement and
Stockholder Agreement attached to the Agreement and Plan of
Reorganization) (incorporated by reference to Exhibit 2.2 from the S-4
Registration Statement).
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COMMON STOCK COMMON STOCK
PAR VALUE $0.01 PAR VALUE $0.01
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NUMBER SHARES
TP
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This Certificate is transferable in Boston, CUSIP 697933 10 9
Massachusetts or in New York, New York SEE REVERSE FOR CERTAIN DEFINITIONS
PanAmSat Corporation
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NOTE: REFERENCES TO THE "AMENDED
AND RESTATED CERTIFICATE OF
INCORPORATION" AND "BY-LAWS" SHALL
MEAN THE "RESTATED CERTIFICATE OF
INCORPORATION" AND "RESTATED BY-
LAWS" OF THE CORPORATION.
THIS CERTIFIES THAT
Is the owner of
FULLY PAID AND NON ASSESSABLE SHARES OF COMMON STOCK OF
PanAmSat Corporation (herein called the "Corporation") transferable on the books
of the Corporation by the holder hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are subject to all of the terms, conditions and
limitations of the Amended and Restated Certificate of Incorporation and all
amendments thereto and the By-laws of the Corporation to all of which the
holder of this certificate assents by acceptance hereof. This certificate is
not valid unless countersigned and registered by the Transfer Agent and
Registrar.
Witness the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers.
Dated:
Secretary President
[SEAL]
Countersigned and Registared:
THE FIRST NATIONAL BANK OF BOSTON
(Boston, Mass.)
Transfer Agent
and Registrar
By
Authorized Officer
PanAmSat Corporation
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.
The following abbreviations, when used in the inscription of the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act____________________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, ____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
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________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint______________________________________________
________________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated:__________________________
______________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement or any change whatever.
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COMMON STOCK COMMON STOCK
PAR VALUE $0.01 PAR VALUE $0.01
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NUMBER SHARES
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The Certificate is transferable in Boston, CUSIP 697933 10 9
Massachusetts or in New York, New York SEE REVERSE FOR CERTAIN DEFINITIONS
PanAmSat Corporation
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
Is the owner of
FULLY PAID AND NON ASSESSABLE SHARES OF COMMON STOCK OF
PanAmSat Corporation (herein called the "Corporation") transferable on the books
of the Corporation by the holder hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are subject to all of the terms, conditions and
limitations of the Restated Certificate of Incorporation and all amendments
thereto and the Restated By-laws of the Corporation to all of which the holder
of this certificate assents by acceptance hereof. This certificate is not valid
unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers.
Dated:
Secretary President
[SEAL]
Countersigned and Registared:
THE FIRST NATIONAL BANK OF BOSTON
(Boston, Mass.)
Transfer Agent
and Registrar
By
Authorized Officer
PanAmSat Corporation
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act____________________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, ____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
- ----------------------------------------
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint______________________________________________
________________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated:__________________________
______________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement or any change whatever.
