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Registration No. 333-_____
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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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PANAMSAT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-460-7698
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Pickwick Plaza, Greenwich, Connecticut 06830
(Address of Principal Executive Offices) (Zip Code)
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PanAmSat Corporation Long-Term Stock Incentive Plan Established in 1997
(Full Title of the Plan)
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James W. Cuminale Copy to:
Senior Vice President and General Counsel Dennis J. Friedman, Esq.
PANAMSAT CORPORATION CHADBOURNE & PARKE LLP
One Pickwick Plaza 30 Rockefeller Plaza
Greenwich, CT 06830 New York, New York 10112
(Name and Address of Agent For Service)
Telephone number, including area code, of agent for service: (203) 622-6664
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------- ----------------- ---------------- ----------------- -----------------
Proposed Proposed
Amount Maximum Maximum Amount
Title of Securities to be Offering Price Aggregate of
to be Registered Registered Per Share* Offering Price* Registration Fee
- ----------------------------------- ----------------- ---------------- ----------------- =================
<S> <C> <C> <C> <C>
Common Stock, Par Value $0.01 per
share...............................7,456,140 $59.00** $439,912,260** $129,774.12
shares*
- ----------------------------------- ----------------- ---------------- ----------------- =================
</TABLE>
* There are also registered hereunder such indeterminate number of additional
shares as may become subject to awards under the Plan as a result of the
antidilution provisions contained therein.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933 on the
basis of the average of the high and low price ($59.75 and $58.25,
respectively) for the Common Stock on the Nasdaq National Market on May 1,
1998.
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<PAGE>
EXPLANATORY NOTE
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Registrant with the Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:
(i) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), which
incorporates by reference certain information, including the Company's
1997 consolidated financial statements contained in its 1997 Annual
Report to Stockholders;
(ii) all other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997;
(iii) the description of Registrant's Common Stock contained in the
Registration Statement on Form S-4 (Registration No. 333-25293) of
Magellan International, Inc. (Registrant's prior name) by incorporation
by reference to pages 177 through 184 of the Proxy Statement/Prospectus
constituting a part of the Form S-4.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. 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 subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.
Item 4. Description of Securities.
This item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
James W. Cuminale, the Company's Senior Vice President and General
Counsel has options to purchase 37,500 shares of Common Stock under the PanAmSat
Corporation Long-Term Stock Incentive Plan Established in 1997.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides as
follows:
"(a) A corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
"(b) A corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
"(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination,
(1) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (4) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.
"(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this
section.
"(h) For purposes of this section, references to 'the
corporation' shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate
existence had continued.
"(i) For purposes of this section, references to 'other
enterprises' shall include employee benefit plans; references to
'fines' shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to 'serving at the
request of the corporation' shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner 'not opposed to the best interests of
the corporation' as referred to in this section.
"(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."
Article VII of Registrant's Restated Certificate of Incorporation
provides as follows:
INDEMNIFICATION
Section 7.1. Right to Indemnification. The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any
person who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative,
is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) incurred by such person. Except as
provided in Section 7.3, the Corporation shall not be required to
indemnify a person in connection with a proceeding (or part thereof)
initiated by such person unless the proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
Section 7.2. Advancement of Expenses. The Corporation shall pay
the expenses (including attorneys' fees) of any person referred to in
Section 7.1 of this ARTICLE SEVEN incurred in defending any proceeding
in advance of its final disposition; provided, however, that the
advancement of expenses incurred by a director or officer in advance of
the final disposition of the proceeding shall be made only upon receipt
of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this ARTICLE SEVEN or
otherwise.
Section 7.3. Claims. If a claim for indemnification or
advancement of expenses under this ARTICLE SEVEN is not paid in full
within sixty (60) days after a written claim therefore has been
received by the Corporation (except in the case of a claim for
advancement of expenses, in which case the applicable period shall be
twenty (20) days), the claimant may file suit to recover the unpaid
amount of such claim. If successful in whole in such an action, the
claimant shall be entitled to be paid the expense of prosecuting such
claim; if successful in part in such an action, the claimant shall be
entitled to be paid the expense of prosecuting each successfully
resolved claim, issue or matter. In any such action the Corporation
shall have the burden of proving that the claimant was not entitled to
the requested indemnification or advancement of expenses under
applicable law.
Section 7.4. Non-Exclusivity of Rights. The rights conferred on
any person by this ARTICLE SEVEN shall not be exclusive of any other
rights which such person may have or hereafter acquire under any
statute, provision of this Restated Certificate of Incorporation,
provision of the bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 7.5. Other Indemnification. The Corporation's
obligation, if any, to indemnify any person who was or is serving at
its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or nonprofit
entity shall be reduced by any amount such person would be entitled to
retain as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or nonprofit enterprise.
Section 7.6. Amendment or Repeal. Any repeal or modification of
the foregoing provisions of this ARTICLE SEVEN shall not adversely
affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or
modification.
Item 7. Exemption from Registration Claimed.
This item is not applicable.
Item 8. Exhibits.
4.a.1 Form of Restated Certificate of Incorporation of
Registrant (filed as Exhibit 3.1 to Registrant's
Annual Report on Form 10-K for the Fiscal Year
ended December 31, 1997 and incorporated herein by
reference).
4.b.1 Form of Restated By-Laws of Registrant (filed as
Exhibit 3.2 to Registrant's Annual Report on Form
10-K for the Fiscal Year ended December 31, 1997
and incorporated herein by reference).
4.c.1 PanAmSat Corporation Long-Term Stock Incentive Plan
Established in 1997, as amended (filed as Exhibit A
to Registrant's Proxy Statement for its 1998 Annual
Meeting of Stockholders and incorporated herein by
reference).
5.a.1 Opinion of Counsel regarding the legality of the
securities.
23.a.1 Consent of Deloitte & Touche LLP.
24.a.1 Power of Attorney authorizing certain persons to
sign this Registration Statement on behalf of
certain directors and officers of Registrant.
Item 9. Undertakings.
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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;
Provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses 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 the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
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, Registrant 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 of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Town of Greenwich, State of Connecticut, on this 5th day of
May, 1998.
PANAMSAT CORPORATION
By: /s/ Frederick A. Landman
------------------------------
Name: Frederick A. Landman
Title: President 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 indicated on this 5th day of May, 1998.
Signature Title
- --------- -----
/s/ Michael T. Smith* Chairman of the Board of Directors
- -------------------------
Michael T. Smith
/s/ Frederick A. Landman President, Chief Executive Officer
- ------------------------- (principal executive officer) and
Frederick A. Landman Director
/s/ Roxanne Austin* Director
- -------------------------
Roxanne Austin
<PAGE>
Signature Title
- --------- -----
/s/ Patrick J. Costello* Director
- -------------------------
Patrick J. Costello
/s/ Steven D. Dorfman* Director
- -------------------------
Steven D. Dorfman
/s/ Dennis F. Hightower* Director
- -------------------------
Dennis F. Hightower
/s/ James M. Hoak* Director
- -------------------------
James M. Hoak
/s/ Charles H. Noski* Director
- -------------------------
Charles H. Noski
/s/ Joseph R. Wright, Jr.* Director
- -------------------------
Joseph R. Wright, Jr.
/s/ Kenneth N. Heintz* Executive Vice President and Chief
- ------------------------- Financial Officer (principal
Kenneth N. Heintz financial and accounting officer)
*By: /s/ James W. Cuminale
--------------------------
(James W. Cuminale, Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Page
----
4.a.1 Form of Restated Certificate of
Incorporation of Registrant (filed as
Exhibit 3.1 to Registrant's Annual Report
on Form 10-K for the Fiscal Year ended
December 31, 1997 and incorporated herein
by reference).
4.b.1 Form of Restated By-Laws of Registrant
(filed as Exhibit 3.2 to Registrant's
Annual Report on Form 10-K for the Fiscal
Year ended December 31, 1997 and
incorporated herein by reference).
4.c.1 PanAmSat Corporation Long-Term Stock
Incentive Plan Established in 1997, as
amended (filed as Exhibit A to
Registrant's Proxy Statement for its 1998
Annual Meeting of Stockholders and
incorporated herein by reference).
5.a.1 Opinion of Counsel regarding the legality
of the securities.
23.a.1 Consent of Deloitte & Touche LLP.
24.a.1 Power of Attorney authorizing certain
persons to sign this Registration
Statement on behalf of certain directors
and officers of Registrant.
Exhibit 5.a.1
PanAmSat Corporation Letterhead
James W. Cuminale
Senior Vice President and
General Counsel
May 5, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
I am the General Counsel of PanAmSat Corporation (the "Company") and have
acted as such in connection with the registration by the Company under the
Securities Act of 1933, as amended (the "Act"), of 7,456,140 additional shares
of the Company's Common Stock, par value $0.01 per share (the "Common Stock"),
issuable or transferable in connection with the PanAmSat Corporation Long-Term
Stock Incentive Plan Established in 1997 (the "Plan").
As counsel for the Company, I am familiar with the Restated Certificate of
Incorporation of the Company, the Restated By-laws of the Company and the
Company's corporate proceedings in respect of the authorization for issuance of
Common Stock in connection with the Plan.
Based upon the foregoing and having regard for legal considerations which I
deem relevant, I am of the opinion that when the Registration Statement on Form
S-8 with respect to the shares of Common Stock issuable or transferable
inconnection with the Plan has become effective under the Act, any and all of
such shares of Common Stock, when issued or transferred in accordance with the
provisions of the Plan, will be legally and validly issued, fully paid and
nonassessable.
The foregoing opinions are limited to matters involving the Federal laws of
the United States, the Delaware General Corporation Law and law of the state of
Connecticut, and I do not express any opinion as to the laws of any other
jurisdiction.
Very truly yours,
/s/ James W. Cuminale
James W. Cuminale
JWC:clb
Exhibit 23.a.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement of PanAmSat Corporation on Form S-8, and the prospectus
related thereto, of our report dated January 23, 1998 (except for Note 4 to the
Financial Statements, which is dated March 9, 1998) appearing in the Annual
Report on Form 10-K of PanAmSat Corporation for the year ended December 31,
1997.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
May 5, 1998
Exhibit 24.a.1
POWER OF ATTORNEY
The undersigned, acting in the capacity or capacities with respect to
PanAmSat Corporation stated with their respective names below, hereby constitute
and appoint JAMES W. CUMINALE and KENNETH N. HEINTZ, and each of them severally,
the attorneys-in-fact of the undersigned with full power to them and each of
them to sign for and in the name of the undersigned in the capacities indicated
below (a) the Registration Statement on Form S-8 of the PanAmSat Corporation
Long-Term Stock Incentive Plan Established in 1997 and (b) any and all
amendments and supplements thereto:
Signature Title Date
/s/ Michael T. Smith
- -------------------------- Chairman of the Board April 9, 1998
Michael T. Smith of Directors
/s/ Frederick A. Landman
- ------------------------- President, Chief Executive April 9, 1998
Frederick A. Landman Officer (principal executive
officer) and Director
/s/ Roxanne Austin
- ------------------------- Director May 5, 1998
Roxanne Austin
/s/ Patrick J. Costello
- ------------------------- Director April 9, 1998
Patrick J. Costello
<PAGE>
/s/ Steven D. Dorfman
- ------------------------- Director April 9, 1998
Steven D. Dorfman
/s/ Dennis F. Hightower
- ------------------------- Director April 9, 1998
Dennis F. Hightower
/s/ James M. Hoak
- ------------------------- Director April 9, 1998
James M. Hoak
/s/ Charles H. Noski
- ------------------------- Director April 9, 1998
Charles H. Noski
/s/ Joseph R. Wright, Jr.
- ------------------------- Director April 9, 1998
Joseph R. Wright, Jr.
/s/ Kenneth N. Heintz
- ------------------------- Executive Vice President April 9, 1998
Kenneth N. Heintz and Chief Financial Officer
(principal financial officer
and principal accounting
officer)
