<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1997
REGISTRATION NO. 333-25461
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
GLOBALSTAR, L.P.
GLOBALSTAR CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4812 13-3759824
DELAWARE 4812 13-3876323
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------------
3200 ZANKER ROAD, P.O. BOX 640670
SAN JOSE, CALIFORNIA 95164
(408) 473-5550
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
------------------------
ERIC J. ZAHLER, ESQ.
600 THIRD AVENUE
NEW YORK, NY 10016
(212) 697-1105
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
WITH A COPY TO:
BRUCE R. KRAUS, ESQ.
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGULATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Globalstar Capital, which is a Delaware corporation, is empowered by the
Delaware General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed action,
suit or proceeding in which such person is made a party by reason of his being
or having been a director, officer, employee or agent of Globalstar Capital. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Certificate of Incorporation and by-laws of Globalstar Capital
provide for indemnification of the directors and officers of such entities to
the full extent permitted by the Delaware General Corporation Law.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
empowers Globalstar to indemnify and hold harmless any partner or other person
from and against any and all claims and demands whatsoever.
Globalstar has agreed to indemnify its partners, the partners in LQSS and
LQP, their respective affiliates and all of their respective officers,
directors, partners, controlling shareholders, employees, and agents (each an
"Indemnitee") from and against any and all losses and liabilities arising out of
or incidental to the business of Globalstar so long as such Indemnitee's conduct
did not constitute actual fraud, gross negligence, knowing breach of specific
provisions of the Globalstar partnership agreement or willful or wanton
misconduct. The Globalstar partnership agreement further provides that LQSS,
GTL, the partners in LQSS and LQP, their respective affiliates and all of their
respective officers, directors, partners, controlling shareholders, employees
and agents (each a "General Partner Person") will not be liable to Globalstar or
the limited partners for any losses sustained or liabilities incurred as a
result of any act or omission of a General Partner Person, if such person or
entity acted in good faith and in a manner it or he reasonably believed to be
in, or not opposed to, the best interest of Globalstar and the conduct did not
constitute gross negligence or non-performance. LQSS and GTL, as applicable,
will indemnify the limited partners for losses and liabilities resulting from
conduct of their respective General Partner Person that is found to have
constituted bad faith, gross negligence or non-performance.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ------------------------------------------------------------------------------------
<S> <C>
3.1 Amended and Restated Agreement of Limited Partnership of Globalstar, dated as of
March 6, 1996, among Loral/Qualcomm Satellite Services, L.P., Globalstar
Telecommunications Limited, AirTouch Satellite Services, San Giorgio S.p.A.,
Hyundai/Dacom, Loral/DASA Globalstar, L.P., Loral Globalstar, L.P., TE.S.A.M. and
Vodastar Limited.***
3.2 Certificate of Incorporation of Globalstar Capital.****
3.3 By-laws of Globalstar Capital.****
4.1 Indenture dated as of February 15, 1997 relating to Globalstar's and Globalstar
Capital's 11 3/8% Senior Notes due 2004.***
4.2 Indenture dated as of June 1, 1997 relating to Globalstar's and Globalstar Capital's
11 1/4% Senior Notes due 2004.****
5.1 Opinion of Willkie Farr & Gallagher.****
8.1 Opinion of Willkie Farr & Gallagher (included with Exhibit 5.1).****
10.1 Subscription Agreements by and between Globalstar, and each of AirTouch
Communications, Alcatel Spacecom, Loral General Partner, Inc., Hyundai/Dacom and
Vodastar Limited.*
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II-1
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ------------------------------------------------------------------------------------
<S> <C>
10.2 Subscription Agreement by and between Globalstar and Loral/Qualcomm Satellite
Services, L.P.*
10.3 Satellite Procurement Letter Agreement by and among Globalstar, Hyundai Electronics
Industries Co., Ltd. and Space Systems/Loral, Inc.*
10.4 Contract for OmniTRACS Like Services Agreement between Globalstar and Qualcomm
Incorporated.*
10.5 Support Agreement by and among Qualcomm Incorporated, Globalstar and Loral/Qualcomm
Satellite Services, Inc.*
10.6 Qualcomm Licensee Letter Agreement by and among Globalstar, Hyundai Electronics
Industries Co., Ltd. and Qualcomm Incorporated.*
10.7 Contract between Globalstar and Space Systems/Loral, Inc.*
10.8 Contract for the Development of Certain Portions of the Ground Operations Control
Center between Globalstar and Loral Western Development Laboratories.*
10.9 Contract for the Development of Satellite Orbital Operations Centers between
Globalstar and Loral Aerosys, a division of Loral Aerospace Corporation.*
10.10 Revolving Credit Agreement dated as of December 15, 1995, as amended on March 25,
1996, among Globalstar, certain banks parties thereto and Chemical Bank, as
Administrative Agent.***
10.11 Warrant Agreement dated as of February 19, 1997 relating to Warrants to purchase
1,032,250 shares of Common Stock.***
10.12 Registration Rights Agreement dated February 19, 1997 relating to Globalstar's and
Globalstar Capital's 11 3/8% Senior Notes due 2004.***
10.13 Registration Rights Agreement dated June 13, 1997 relating to Globalstar's and
Globalstar Capital's 11 1/4% Senior Notes due 2004.****
12 Statement Regarding Computation of Ratios.****
21 Subsidiaries of the Registrants.****
23.1 Consent of Deloitte & Touche LLP.+
23.2 Consents of Willkie Farr & Gallagher (included in their opinion filed as Exhibit
5.1).****
24 Powers of Attorney (included in the Signature Pages).****
25 Statement on Form T-1 of Eligibility of Trustee.****
99.1 Form of Letter of Transmittal relating to the 11 3/8% Notes.****
99.2 Form of Letter of Transmittal relating to the 11 1/4% Notes.****
99.3 Form of Notice of Guaranteed Delivery.****
99.4 Form of Letter to Clients.****
99.5 Form of Letter to Nominees.****
</TABLE>
- ---------------
* Incorporated by reference to GTL's Registration Statement on Form S-1
(No. 33-86808).
** Incorporated by reference to GTL's Registration Statement on Form S-3 (No.
333-6477).
*** Incorporated by reference to the Form 10-K of GTL for fiscal 1996.
**** Previously filed.
+ Filed herewith.
(b) Financial Statement Schedules:
All schedules have been omitted because they are not applicable or not
required or the required information is included in the financial statements or
notes thereto.
II-2
<PAGE> 4
ITEM 22. UNDERTAKINGS.
The Registrants will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Registrants
pursuant to the provisions, described under Item 20 above, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
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
Registrants of expenses incurred or paid by a director, officer or controlling
person of the Registrants 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 registrants will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to 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.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.
II-3
<PAGE> 5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON JULY 15, 1997.
GLOBALSTAR, L.P.
By: Loral/QUALCOMM Satellite Services,
L.P., its General Partner
By: Loral/QUALCOMM Partnership, L.P.,
its General Partner
By: Loral General Partner, Inc., its
General Partner
By: *
------------------------------------
Michael B. Targoff
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
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<CAPTION>
NAME TITLE DATE
- ------------------------------------------ ----------------------------------------------------
<C> <S> <C>
* Chairman of the Board July 15, 1997
- ------------------------------------------ (Principal Executive Officer)
BERNARD L. SCHWARTZ
* President and Director July 15, 1997
- ------------------------------------------
MICHAEL B. TARGOFF
* Vice President and Director July 15, 1997
- ------------------------------------------
ERIC J. ZAHLER
* Vice President and Chief July 15, 1997
- ------------------------------------------ Financial Officer
MICHAEL P. DEBLASIO (Principal Financial Officer)
* Vice President and Controller July 15, 1997
- ------------------------------------------ (Principal Accounting Officer)
HARVEY B. REIN
*By: /s/ ERIC J. ZAHLER
- ------------------------------------------
ERIC J. ZAHLER
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE> 6
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON JULY 15, 1997.
GLOBALSTAR CAPITAL CORPORATION
By: *
------------------------------------
Michael B. Targoff
President and Chief Operating
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------ ----------------------------------------------------
<C> <S> <C>
* Chairman of the Board and Chief July 15, 1997
- ------------------------------------------ Executive Officer (Principal
BERNARD L. SCHWARTZ Executive Officer)
* President, Chief Operating Officer and July 15, 1997
- ------------------------------------------ Director
MICHAEL B. TARGOFF
* Senior Vice President, Chief Financial July 15, 1997
- ------------------------------------------ Officer and Director (Principal
MICHAEL P. DEBLASIO Financial Officer)
* Vice President and Controller July 15, 1997
- ------------------------------------------ (Principal Accounting Officer)
HARVEY B. REIN
*By: /s/ ERIC J. ZAHLER
- ------------------------------------------
ERIC J. ZAHLER
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ------------------------------------------------------------------------
<S> <C> <C>
3.1 Amended and Restated Agreement of Limited Partnership of Globalstar,
dated as of March 6, 1996, among Loral/Qualcomm Satellite Services,
L.P., Globalstar Telecommunications Limited, AirTouch Satellite
Services, San Giorgio S.p.A., Hyundai/Dacom, Loral/DASA Globalstar,
L.P., Loral Globalstar, L.P., TE.S.A.M. and Vodastar Limited.***........
3.2 Certificate of Incorporation of Globalstar Capital.****.................
3.3 By-laws of Globalstar Capital.****......................................
4.1 Indenture dated as of February 15, 1997 relating to Globalstar's and
Globalstar Capital's 11 3/8% Senior Notes due 2004.***..................
4.2 Indenture dated as of June 1, 1997 relating to Globalstar's and
Globalstar Capital's 11 1/4% Senior Notes due 2004.****.................
5.1 Opinion of Willkie Farr & Gallagher.****................................
8.1 Opinion of Willkie Farr & Gallagher (included with Exhibit 5.1).****....
10.1 Subscription Agreements by and between Globalstar, and each of AirTouch
Communications, Alcatel Spacecom, Loral General Partner, Inc.,
Hyundai/Dacom and Vodastar Limited.*....................................
10.2 Subscription Agreement by and between Globalstar and Loral/Qualcomm
Satellite Services, L.P.*...............................................
10.3 Satellite Procurement Letter Agreement by and among Globalstar, Hyundai
Electronics Industries Co., Ltd. and Space Systems/Loral, Inc.*.........
10.4 Contract for OmniTRACS Like Services Agreement between Globalstar and
Qualcomm Incorporated.*.................................................
10.5 Support Agreement by and among Qualcomm Incorporated, Globalstar and
Loral/Qualcomm Satellite Services, Inc.*................................
10.6 Qualcomm Licensee Letter Agreement by and among Globalstar, Hyundai
Electronics Industries Co., Ltd. and Qualcomm Incorporated.*............
10.7 Contract between Globalstar and Space Systems/Loral, Inc.*..............
10.8 Contract for the Development of Certain Portions of the Ground
Operations Control Center between Globalstar and Loral Western
Development Laboratories.*..............................................
10.9 Contract for the Development of Satellite Orbital Operations Centers
between Globalstar and Loral Aerosys, a division of Loral Aerospace
Corporation.*...........................................................
10.10 Revolving Credit Agreement dated as of December 15, 1995, as amended on
March 25, 1996, among Globalstar, certain banks parties thereto and
Chemical Bank, as Administrative Agent.***..............................
10.11 Warrant Agreement dated as of February 19, 1997 relating to Warrants to
purchase 1,032,250 shares of Common Stock.***...........................
10.12 Registration Rights Agreement dated February 19, 1997 relating to
Globalstar's and Globalstar Capital's 11 3/8% Senior Notes due
2004.***................................................................
10.13 Registration Rights Agreement dated June 13, 1997 relating to
Globalstar's and Globalstar Capital's 11 1/4% Senior Notes due
2004.****...............................................................
12 Statement Regarding Computation of Ratios.****..........................
21 Subsidiaries of the Registrants.****....................................
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ------------------------------------------------------------------------
<S> <C> <C>
23.1 Consent of Deloitte & Touche LLP.+......................................
23.2 Consents of Willkie Farr & Gallagher (included in their opinion filed as
Exhibit 5.1).****.......................................................
24 Powers of Attorney (included in the Signature Pages).****...............
25 Statement on Form T-1 of Eligibility of Trustee.****....................
99.1 Form of Letter of Transmittal relating to the 11 3/8% Notes.****........
99.2 Form of Letter of Transmittal relating to the 11 1/4% Notes.****
99.3 Form of Notice of Guaranteed Delivery.****..............................
99.4 Form of Letter to Clients.****..........................................
99.5 Form of Letter to Nominees.****.........................................
</TABLE>
- ---------------
* Incorporated by reference to GTL's Registration Statement on Form S-1
(No. 33-86808).
** Incorporated by reference to GTL's Registration Statement on Form S-3 (No.
333-6477).
*** Incorporated by reference to the Form 10-K of GTL for fiscal 1996.
**** Previously filed.
+ Filed herewith.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
Globalstar, L.P. and Globalstar Capital Corporation
We consent to the use in Amendment No. 4 to Registration Statement No.
333-25461 of Globalstar, L.P. and Globalstar Capital Corporation of our reports
dated February 24, 1997 on the consolidated financial statements of Globalstar,
L.P., the financial statements of Globalstar Telecommunications Limited and
Loral/Qualcomm Satellite Services, L.P. and the balance sheets of Globalstar
Capital Corporation and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
San Jose, California
July 11, 1997
