As filed with the Securities and Exchange Commission on January 28, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
PANAMSAT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-4607698
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Pickwick Plaza
Greenwich, Connecticut 06830
(203) 622-6664
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
----------------------
Non-Qualified Stock Option Agreement between PanAmSat Corporation
and Lourdes Saralegui
(Full titles of the Plans)
----------------------
James W. Cuminale
Executive Vice President, General Counsel and Secretary
PanAmSat Corporation
One Pickwick Plaza
Greenwich, Connecticut 06830
(203) 622-6664
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share (1) 31,250 $29.00 $906,250(2) $ 239.25
40,000 $39.00 $1,560,000(2) $ 411.84
------ ------
TOTAL 71,250 651.09
============================================================================================================================
</TABLE>
(1) This Registration Statement on Form S-8 relates to shares of Common Stock,
par value $.01 per share (the "Common Stock"), of PanAmSat Corporation
(the "Registrant"). Such shares are issuable pursuant to the Non-Qualified
Stock Option Agreement between PanAmSat Corporation and Lourdes Saralegui.
(2) Pursuant to Rule 457(h), the offering price of shares of Common Stock is
based on the per share option exercise price.
<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ----------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
"Note" to Part I of Form S-8.
<PAGE>
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by PanAmStat Corporation (the "Registrant") are
hereby incorporated by reference into this Registration Statement:
(a) 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);
(b) Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, 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
1998 consolidated financial statements contained in its 1998 Annual
Report to Stockholders; and
(c) all other reports filed by Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1998 including
the Registrant's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1999, June 30, 1999 and September 30, 1999.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof 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
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
4
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.
<PAGE>
5
(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.
<PAGE>
6
(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
<PAGE>
7
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.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Non-Qualified Stock Option Agreement between PanAmSat
Corporation and Lourdes Saralegui.
<PAGE>
8
4.2 Restated Certificate of Incorporation of Registrant, as
amended (filed as Exhibit 3.1 to Registrant's Annual Report on
Form 10-K for the Fiscal Year ended December 31, 1998 and
incorporated herein by reference).
4.3 By-laws (filed as Exhibit 3.2 to Registrant's Annual Report on
Form 10-K for the Fiscal Year ended December 31, 1998 and
incorporated herein by reference).
5.1 Opinion of Shearman & Sterling regarding the legality of the
Common Stock being registered hereby.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page).
Item 9. Undertakings.
(a) 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;
(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 aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above 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, 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; and
<PAGE>
9
(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.
(b) The Registrant further undertakes 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 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 the time shall be deemed
to be the initial bona fide offering thereof.
(c) 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 foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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 a 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.
<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 Town of Greenwich, State of Connecticut on the 19th day
of January, 2000.
PANAMSAT CORPORATION
By: /s/ R. Douglas Kahn
---------------------------------------
R. Douglas Kahn
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and executive officers of
PANAMSAT CORPORATION, hereby severally constitute James W. Cuminale and Kenneth
N. Heintz and each of them singly, our true and lawful attorneys with full power
to them and each of them to sign for us, and in our names in the capacities
indicated below, any and all amendments to the registration statement filed with
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys to any and all amendments
to said registration statement.
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 in the capacities indicated on the 19th day of January, 2000.
Signature Title
- --------- -----
/s/ Michael T. Smith Chairman of the Board of Directors
- -------------------------
Michael T. Smith
/s/ R. Douglas Kahn President, Chief Executive Officer
- ------------------------- (principal executive officer) and Director
R. Douglas Kahn
/s/ Kenneth N. Heintz Executive Vice President and Chief
- ------------------------- Financial Officer (principal financial
Kenneth N. Heintz and accounting officer)
/s/ Roxane S. Austin Director
- -------------------------
Roxane S. Austin
<PAGE>
Signature Title
- --------- -----
/s/ Patrick J. Costello Director
- -------------------------
Patrick J. Costello
/s/ Dennis F. Hightower Director
- -------------------------
Dennis F. Hightower
/s/ James M. Hoak Director
- -------------------------
James M. Hoak
/s/ Steven R. Kahn Director
- -------------------------
Steven R. Kahn
/s/ Tig H. Krekel Director
- -------------------------
Tig H. Krekel
/s/ Joseph R. Wright, Jr. Director
- -------------------------
Joseph R. Wright, Jr.
By: /s/ James W. Cuminale
--------------------------------------
James W. Cuminale, Attorney-in-Fact
By: /s/ Kenneth N. Heintz
--------------------------------------
Kenneth N. Heintz, Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit No. Description of Document
4.1 Non-Qualified Stock Option Agreement between PanAmSat
Corporation and Lourdes Saralegui.
4.2 Restated Certificate of Incorporation of Registrant, as
amended (filed as Exhibit 3.1 to Registrant's Annual Report on
Form 10-K for the Fiscal Year ended December 31, 1998 and
incorporated herein by reference).
4.3 By-laws (filed as Exhibit 3.2 to Registrant's Annual Report on
Form 10-K for the Fiscal Year ended December 31, 1998 and
incorporated herein by reference).
5.1 Opinion of Shearman & Sterling regarding the legality of the
Common Stock being registered hereby.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page).
EXHIBIT 4.1
PANAMSAT CORPORATION
NON-QUALIFIED STOCK OPTION GRANT
THIS AGREEMENT, made as of the 4th day of January, 1999 (the
"Grant Date"), between PANAMSAT CORPORATION, a Delaware corporation (the
"Company"), and LOURDES SARALEGUI (the "Optionee").
WHEREAS, effective as of January 4, 1999, the Company entered
into an Agreement with the Optionee to provide services to the Company as a
consultant and, subject to the terms and conditions hereunder, the Company
wishes to provide the Optionee with additional incentives to increase the
Optionee's interest in the success of the Company by granting to the Optionee
non-qualified stock options to purchase shares of common stock of the Company;
and
WHEREAS, the Board of Directors of the Company (the "Board")
has determined to grant the Options (as defined below) to the Optionee as
provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. The following definitions shall apply
for purposes of this Agreement:
"Cause" means: (i) the intentional and continuing refusal of
the Optionee to perform the services for which the Optionee is compensated by
the Company, (ii) the Optionee is convicted of, pleads guilty to, or pleads no
contest to, any criminal offense which, in the good faith determination of the
Committee, will result, or has resulted, in material pecuniary harm to the
Company or material harm to the reputation of the Company, or (iii) the Optionee
engages in an illegal or fraudulent act or acts which, in the good faith
determination of the Committee, will result or has resulted in material
pecuniary harm to the Company or material harm to the reputation of the Company;
provided, however, that if any such Cause relates to the Optionee's refusal to
perform the services for which she is compensated by the Company, the Company
may not terminate the Optionee's Option under this Agreement unless the Company
first gives the Optionee notice of its intention to terminate and of the grounds
for such termination within 90 days of the Company's actual knowledge of such
event, and the Optionee has not, within 30 days following receipt of such
notice, cured such Cause, or in the event such Cause is not susceptible to cure
within such 30-day period, the Optionee has not taken all reasonable steps
within such 30 day period to cure such Cause as promptly as practicable.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board,
which shall have the authority in its sole discretion to interpret, adopt or
amend the Agreement and make all other determinations (including factual
determinations) and take all other actions that may be necessary or advisable
for the administration of the Agreement.
"Fair Market Value" as of any date and in respect of any Share
means the last trading price on such date or on the next business day, if such
date is not a business day, of a Share as reported by NASDAQ or the principal
national securities exchange on which the Shares are listed or admitted to
<PAGE>
trading; provided that, if a Share shall not have been traded on the NASDAQ or
another principal national exchange for more than 10 days immediately preceding
such date, or if deemed appropriate by the Committee for any other reason, the
fair market value of a Share shall be as determined by the Committee in such
other manner as it may deem appropriate. In no event shall the fair market value
of a Share be less than its par value.
"Option" means the non-qualified stock options granted to the
Optionee pursuant to this Agreement.
"Share(s)" means the common stock, par value $.01, of the
Company.
2. Grant of Option.
2.1 The Company hereby grants to the Optionee the right and
Option to purchase all or any part of an aggregate of 71,250 Shares subject to,
and in accordance with, the terms and conditions set forth in this Agreement.
2.2 The Option is not intended to qualify as an Incentive
Stock Option within the meaning of Section 422 of the Code.
2.3 This grant of the Option shall be construed in accordance
with, and subject to, the provisions of this Agreement.
3. Exercise Price. The exercise price at which the Optionee
shall be entitled to purchase Shares upon the exercise of the Option shall be as
follows: (a) 31,250 Options shall be granted to the Optionee with an exercise
price equal to $29.00 per share ("$29.00 Options"); and (b) 40,000 Options shall
be granted to the Optionee with an exercise price equal to $39.00 per Share
("$39.00 Options").
4. Duration of Option. The Option shall be exercisable to the
extent and in the manner provided herein for a period of five (5) years from the
Grant Date (the "Exercise Term"); provided, however, that the Option may be
terminated earlier as provided in Section 7.2 below.
5. Exercisability of Option.
5.1 Unless otherwise provided in this Agreement, the Option
shall vest and become exercisable, in whole at any time or in part from time to
time, as follows:
(a) $29 Options:
------------
Number of Options
Exercisable
(on a cumulative basis) Date of Vesting
----------------------- ---------------
10,417 Grant Date
20,834 May 16, 1999
31,250 June 30, 1999
<PAGE>
(b) $39 Options:
------------
Number of Options
Exercisable
(on a cumulative basis) Date of Vesting
----------------------- ---------------
13,333 Grant Date
40,000 June 30, 1999
Notwithstanding the foregoing, all unvested Options will
immediately vest and become exercisable upon the death of the Optionee.
Each right of purchase shall be cumulative and shall continue,
unless sooner exercised or terminated as herein provided, during the remaining
period of the Exercise Term.
5.2 Notwithstanding any provision in this Agreement to the
contrary, unless the Committee determines otherwise, the Optionee shall forfeit
(i) all Shares acquired upon the exercise of an Option (net of the aggregate
purchase price), and (ii) any proceeds received in connection with the sale of
any Shares acquired upon the exercise of an Option (net of the aggregate
purchase price), if the Optionee exercises an Option prior to December 31, 2000,
and within one year of such exercise(s), without the prior written consent of
the Company, directly or indirectly, whether as principal or investor or as an
employee, officer, director, manager, partner, consultant, agent or otherwise,
alone or in association with any other person, firm, corporation or other
business organization, engages in a Competing Business (as defined below) that
directly competes with the Company in any geographic area in which the Company
does or will do business during such period. For purposes of this Section 5.2, a
"Competing Business" shall include any business engaged in by the Company at the
Grant Date.
6. Manner of Exercise and Payment.
6.1 Subject to the terms and conditions of the Agreement, the
Option may be exercised by delivery of written notice to the Company, at its
principal executive office. Such notice shall state that the Optionee is
electing to exercise the Option and the number of Shares in respect of which the
Option is being exercised and shall be signed by the person or persons
exercising the Option. If requested by the Committee, such person or persons
shall (i) deliver this Agreement to the Secretary of the Company who shall
endorse thereon a notation of such exercise and (ii) provide satisfactory proof
as to the right of such person or persons to exercise the Option.
6.2 The notice of exercise described in Section 6.1 hereof
shall be accompanied by (x)(i) the full purchase price for the Shares in respect
of which the Option is being exercised and any applicable withholding taxes, in
cash (i.e., by check), or by transferring Shares already owned by the Optionee,
or in a combination of cash and such Shares to the Company having a Fair Market
Value on the day preceding the date of exercise equal to the exercise price of
the Shares underlying the Option and any applicable withholding taxes, or (ii)
instructions from the Optionee to the Company directing the Company to deliver a
specified number of Shares directly to a designated broker or dealer pursuant to
a cashless exercise election which is made in accordance with such requirements
and procedures as are acceptable to the Committee in its sole discretion.
<PAGE>
6.3 Upon receipt of notice of exercise and full payment for
the Shares in respect of which the Option is being exercised and any other
documentation which may be reasonably required by the Committee, the Company
shall, subject to this Agreement, take such action as may be necessary to effect
the transfer to the Optionee of the number of Shares as to which such exercise
was effective.
6.4 The Optionee shall not be deemed to be the holder of, or
to have any of the rights of a holder with respect to any Shares subject to the
Option until (i) the Option shall have been exercised pursuant to the terms of
the Agreement and the Optionee shall have paid the full purchase price for the
number of Shares in respect of which the Option was exercised and any applicable
withholding taxes, (ii) the Company shall have issued and delivered the Shares
to the Optionee, and (iii) the Optionee's name shall have been entered as a
stockholder of record on the books of the Company, whereupon the Optionee shall
have full voting and other ownership rights with respect to such Shares, subject
to the terms and conditions set forth herein.
7. Termination of Consulting Services to the Company.
7.1 Upon the termination of the Optionee's consulting services
to the Company by the Company for any reason other than Cause, the Optionee may
exercise her vested Options at any time during the Exercise Term. All Options,
whether or not vested, shall terminate upon the expiration of the Exercise Term.
7.2 Upon the termination of the Optionee's consulting services
to the Company by the Company for Cause, all Options, whether or not vested,
shall immediately terminate.
7.3 Upon termination of the Optionee's consulting services to
the Company, any Options which have not yet vested shall terminate and be
canceled without any payment therefor.
8. Limitation on Exercise. If at any time the Committee shall
determine that (i) the listing, registration or qualification of the Shares
underlying the Option upon any securities exchange or under any state or Federal
law, or (ii) the consent or approval of any government regulatory body, or (iii)
an agreement by the Optionee with respect to the disposition of Shares, is
necessary or desirable as a condition of, or in connection with, the issue or
purchase of Shares underlying the Option, the Committee may elect, in its sole
discretion, not to consummate the exercise of the Option in whole or in part
unless such listing, registration, qualification, consent, approval or agreement
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
9. Nontransferability. The Option shall not be transferable
other than by will or by the laws of descent and distribution unless the
Committee shall elect to permit such an assignment or transfer in its sole
discretion. During the life of the Optionee, the Option shall be exercisable
only by the Optionee or the Optionee's guardian or legal representative.
10. No Rights to Future Grants or Continued Retainer as
Consultant. The Optionee shall not have any claim or right to receive future
grants of additional Options. Neither this Agreement nor any action taken or
omitted to be taken hereunder shall be deemed to create or confer on the
Optionee any right to be retained as a consultant to the Company or to any
subsidiary or other affiliate thereof, or to interfere with or to limit in any
way the right of the Company or any subsidiary or other affiliate thereof to
terminate the Optionee's services at any time.
<PAGE>
11. Adjustments. In the event of any change in the number of
outstanding Shares by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like, the Committee may appropriately adjust the number of Shares
subject to the Option, the exercise price of the Options, and any and all other
terms of the Options as deemed appropriate by the Committee.
12. Notices. All notices and other communications provided for
herein shall be in writing and shall be delivered by hand or sent by certified
or registered mail, return receipt requested, postage prepaid, addressed, if to
the Optionee, to the address that the Optionee shall have specified to the
Company in writing, and, if to the Company, to PanAmSat Corporation, One
Pickwick Plaza, Greenwich, Connecticut 06830, Attention: General Counsel. All
such notices shall be conclusively deemed to be received and shall be effective,
if sent by hand delivery, upon receipt, or if sent by registered or certified
mail, on the fifth day after the day on which such notice is mailed.
13. Modification of Agreement. This Agreement may be modified,
amended, suspended or terminated, and any terms or conditions may be waived, but
only by a written instrument executed by the parties hereto.
14. Severability. Should any provision of this Agreement be
held by a court of competent jurisdiction to be unenforceable or invalid for any
reason, the remaining provisions of this Agreement shall not be affected by such
holding and shall continue in full force in accordance with their terms.
15. Successors in Interest. This Agreement shall inure to the
benefit of and be binding upon each successor corporation. This Agreement shall
inure to the benefit of the Optionee's legal representatives. All obligations
imposed upon the Optionee and all rights granted to the Company under this
Agreement shall be final, binding and conclusive upon the Optionee's heirs,
executors, administrators and successors.
16. Resolution of Disputes.
16.1. Except as provided in Section 16.2 below, any dispute or
disagreement which may arise under, or as a result of, or in any way relate to,
the interpretation, construction or application of this Agreement shall be
determined by the Committee. Any determination made by the Committee hereunder
shall be final, binding and conclusive on the Optionee and the Company for all
purposes.
16.2 Notwithstanding anything in this Agreement to the
contrary, any dispute or disagreement arising or relating to the termination of
the Optionee's Option, as a result of the termination of her services to the
Company for Cause, that cannot be mutually resolved by the Company and the
Optionee shall be settled exclusively by arbitration in New York County, New
York before one arbitrator of exemplary qualifications and stature, who shall be
selected jointly by the Company and the Optionee, or, if the Company and the
Optionee cannot agree on the selection of the arbitrator, shall be selected by
the American Arbitration Association. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. The parties hereby agree
that the arbitrator shall be empowered to enter an equitable decree mandating
specific enforcement of the terms of this Agreement. If the Optionee prevails in
an arbitration under this Section 16.2, the Company shall reimburse her for any
reasonable legal fees and out-of-pocket expenses directly attributable to such
arbitration, and the Company shall bear all expenses of the arbitrator.
<PAGE>
17. Governing Law. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
New York without giving effect to the conflicts of laws principles thereof.
PANAMSAT CORPORATION
By: /s/ Kenneth N. Heintz
-------------------------------
Kenneth N. Heintz
Executive Vice President
and Chief Financial Officer
/s/ Lourdes Saralegui
-------------------------------
Lourdes Saralegui
ATTEST:
/s/ James W. Cuminale
- ----------------------
James W. Cuminale
Senior Vice President
General Counsel and
Secretary
[LETTERHEAD OF SHEARMAN & STERLING]
January 28, 2000
PanAmSat Corporation
One Pickwick Plaza
Greenwich, Connecticut 06830
Ladies and Gentlemen:
We have acted as counsel to PanAmSat Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company on January
28, 2000 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to 71,250 shares (the "Shares") of common stock,
par value $.01 per share, of the Company, to be issued from time to time
pursuant to the Non-Qualified Stock Option Agreement between the Company and
Lourdes Saralegui (the "Agreement").
In connection with the foregoing, we have examined the Registration
Statement and we have also examined the originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records of the
Company, certificates of public officials, officers of the Company and other
persons, and such other documents, agreements and instruments as we have deemed
necessary as a basis for the opinion hereinafter expressed. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents presented to us as originals and the conformity with the originals of
all documents submitted to us as copies. In rendering the opinion expressed
below, we have relied as to certain matters on information obtained from
officers of the Company and public officials.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares to
which the Registration Statement relates have been duly authorized by the
Company and, (a) when issued and delivered in accordance with the terms of the
Agreement and (b) paid for in full in accordance with the terms of the
Agreement, the Shares, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law
of the State of Delaware and the federal law of the United States and we do not
express any opinion herein concerning any other law.
<PAGE>
2
This opinion is intended solely for your benefit in connection with the
filing of the Registration Statement and the transactions contemplated thereby.
This opinion is being delivered in connection with the Registration Statement
and is not to be used for any other purpose without our prior authorization.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ SHEARMAN & STERLING
----------------------------------
SHEARMAN & STERLING
EXHIBIT 23.1
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of PanAmSat Corporation on Form S-8 of our report dated January 15,
1999, appearing in the Annual Report on Form 10-K of PanAmSat Corporation for
the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
----------------------------
DELOITTE & TOUCHE LLP
Stamford, Connecticut
January 26, 2000
