As filed with the Securities and Exchange Commission on November 4, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMSAT Corporation
(Exact name of issuer as specified in its charter)
District of Columbia 52-0781863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)
6560 Rock Spring Drive
Bethesda, Maryland 20817
(Address of Principal Executive Offices, including Zip Code)
COMSAT CORPORATION 1988 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
Warren Y. Zeger
Vice President, General Counsel and Secretary
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
(301) 214-3000
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered per Share Offering Price
- ----------------------------------------------------------------------------
Common Stock 300,000
(without par shares(1) $20.6875(2) $6,206,250(2) $2,140
value)
- ----------------------------------------------------------------------------
(1) This Registration Statement also covers such additional
shares of Common Stock as may be issuable pursuant to
adjustments deemed necessary or equitable by the Committee
on Compensation and Development of the Board of Directors of
the registrant upon changes in capitalization, as provided
in Section 6 of the COMSAT Corporation 1988 Non-Employee
Directors Stock Option Plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the average
of the high and low prices of the registrant's Common Stock
on the New York Stock Exchange on November 2, 1994.
Page 1 of 14 pages - Exhibit Index at page 9.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, this Registration
Statement is being filed with respect to the registration of
additional shares of Common Stock of COMSAT Corporation to be
issued under the COMSAT Corporation 1988 Non-Employee Directors
Stock Option Plan, for which Plan shares of Common Stock were
previously registered on Registration Statement No. 33-25124 on
Form S-8 which is currently effective and is incorporated by
reference herein.
Item 3. Incorporation of Documents by Reference
The following documents which have been filed previously
with the Securities and Exchange Commission (the "Commission") by
COMSAT Corporation (the "Company") (Commission File No. 1-4929)
pursuant to the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K, as amended on Form
10-K/A, for the fiscal year ended December 31, 1993.
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1994 and June 30, 1994.
(c) The Company's Current Reports on Form 8-K filed with
the Commission on February 1, 1994, March 7, 1994,
March 11, 1994, April 26, 1994, June 8, 1994, June 30,
1994 (as amended on Form 8-K/A), July 18, 1994 (as
amended on Form 8-K/A), July 19, 1994 (as amended on
Form 8-K/A), October 27, 1994 and November 3, 1994.
(d) The description of the Common Stock appearing on pages
41 through 46 of the Company's Registration Statement
No. 33-53437.
All documents filed with the Commission subsequent to the
date of this Registration Statement pursuant to Sections 13(a),
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 into this
Registration Statement and to be a part hereof from the date of
filing of such documents with the Commission.
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12(b)
of the Exchange Act.
Page 2 of 14
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Item 5. Interests of Named Experts and Counsel
An opinion as to the validity of the securities being issued
has been rendered for the Company by Warren Y. Zeger, Vice
President, General Counsel and Secretary of the Company. As of
September 1, 1994, Mr. Zeger was the record owner of 12,358
shares of the Company's Common Stock ("Common Stock") and had
options to purchase 134,819 shares of Common Stock, of which
options to purchase 26,819 shares were exercisable.
Item 6. Indemnification of Officers and Directors
Reference is made to the provisions of Article III of the
registrant's Articles of Incorporation filed as Exhibit 4(a)
hereto and the provisions of Article VIII of the registrant's By-
laws filed as Exhibit 4(b) hereto.
Section 29-304 of the District of Columbia Business
Corporations Act provides a District of Columbia corporation
shall have the power to indemnify any and all of its directors or
officers or former directors or officers or any person who may
have served at its request as a director or officer of another
corporation in which it owns shares of capital stock or of which
it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made
parties, or a party, by reason of being or having been directors
or officers or a director or officer of the corporation, or of
such other corporation, except in relation to matters as to which
any such director or officer or former director or officer or
person shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of duty.
Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled, under any
bylaw, agreement, vote of stockholders, or otherwise.
There are in effect directors' and officers' liability
insurance policies which insure the registrant's directors and
officers against certain liabilities that they may incur in such
capacities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The exhibits listed below are listed according to the number
assigned in the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
4(a) Articles of Incorporation of COMSAT
Corporation (as amended through June 1, 1993)
Page 3 of 14
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(Incorporated by reference to Exhibit 4(a) to
Registrant's Registration Statement on Form
S-3, Commission File No. 33-51661).
4(b) By-laws of COMSAT Corporation (as amended
through March 15, 1991) (Incorporated by
reference to Exhibit 3(b) to Registrant's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1991).
5(a) Opinion of Warren Y. Zeger, Vice President,
General Counsel and Secretary of the
registrant, as to the legality of the shares
of Common Stock being registered.
5(b) Not applicable.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Warren Y. Zeger (contained in
Exhibit 5(a)).
24 Powers of Attorney.
Item 9. Undertakings (numbered as in Item 512 of Regulation S-K)
(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 of 1933;
(ii) To reflect in the prospectus any facts or event
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 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 15(d) of the Securities Exchange Act of 1934
Page 4 of 14
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that are incorporated by reference in this 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.
(b) 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 Securities Exchange Act of
1934 that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.
Page 5 of 14
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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 County of Montgomery, State of
Maryland, on November 4, 1994.
COMSAT Corporation
(Registrant)
Date: November 4, 1994 By /s/ Warren Y. Zeger
Warren Y. Zeger
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons by power of attorney in the capacities and on the date
indicated.
(1) Principal executive officer
Date: November 4, 1994 /s/ Bruce L. Crockett*
(Bruce L. Crockett, President
and Chief Executive Officer)
(2) Principal financial officer
Date: November 4, 1994 /s/ C. Thomas Faulders, III*
(C. Thomas Faulders, III, Vice
President and Chief Financial
Officer)
(3) Principal accounting officer
Date: November 4, 1994 /s/ Allen E. Flower*
(Allen E. Flower, Controller)
Page 6 of 14
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(4) Board of Directors
Date: November 4, 1994 /s/ Lucy Wilson Benson*
(Lucy Wilson Benson, Director)
Date: November 4, 1994 /s/ Rudy Boschwitz*
(Rudy Boschwitz, Director)
Date: November 4, 1994 /s/ Edwin I. Colodny*
(Edwin I. Colodny, Director)
Date: November 4, 1994 /s/ Bruce L. Crockett*
(Bruce L. Crockett, Director)
Date: November 4, 1994 /s/ Frederick B. Dent*
(Frederick B. Dent, Director)
Date: November 4, 1994 /s/ Neal B. Freeman*
(Neal B. Freeman, Director)
Date: November 4, 1994 /s/ Barry M. Goldwater*
(Barry M. Goldwater, Director)
Date: November 4, 1994 /s/ Arthur Hauspurg*
(Arthur Hauspurg, Director)
Date: November 4, 1994 /s/ Peter S. Knight*
(Peter S. Knight, Director)
Date: November 4, 1994 /s/ Melvin R. Laird*
(Melvin R. Laird, Chairman of the
Board and Director)
Page 7 of 14
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Date: November 4, 1994 /s/ Peter W. Likins*
(Peter W. Likins, Director)
Date: November 4, 1994 /s/ Howard M. Love*
(Howard M. Love, Director)
Date: November 4, 1994 /s/ Robert G. Schwartz*
(Robert G. Schwartz, Director)
Date: November 4, 1994 /s/ C. J. Silas*
(C. J. Silas, Director)
Date: November 4, 1994
(Dolores D. Wharton, Director)
* By: /s/ Warren Y. Zeger
Warren Y. Zeger, Attorney-in-fact
Page 8 of 14
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
- ----------- ----------- -----------
4(a) Articles of Incorporation of
COMSAT Corporation (as amended
through June 1, 1993)
(Incorporated by reference to
Exhibit 4(a) to Registrant's
Registration Statement on Form
S-3, Commission File No.
33-51661).
4(b) By-laws of COMSAT Corporation
(as amended through March 15,
1991) (Incorporated by
reference to Exhibit 3(b) to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1991).
5(a) Opinion of Warren Y. Zeger, 10
Vice President, General
Counsel and Secretary of the
registrant counsel as to the
legality of the shares of
Common Stock to which this
Registration Statement
relates.
5(b) Not applicable.
23(a) Consent of Deloitte & Touche 11
LLP.
23(b) Consent of Warren Y. Zeger
(contained in Exhibit 5(a)).
24 Powers of Attorney. 12
Page 9 of 14
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Exhibit 5(a)
November 4, 1994
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, Maryland 20817
Re: Registration Statement on Form S-8 Relating to 300,000
Shares of COMSAT Corporation Common Stock to be issued
under the COMSAT Corporation 1988 Non-Employee
Directors Stock Option Plan (the "Registration
Statement").
Ladies and Gentlemen:
In connection with the proposed issuance and sale by
COMSAT Corporation, a District of Columbia corporation (the
"Company"), of up to 300,000 of Common Stock, without par value
(the "Shares") of the Company to be issued pursuant to the COMSAT
Corporation 1988 Non-Employee Directors Stock Option Plan (the
"Plan"), I am of the opinion that:
1. The Company is a duly incorporated and validly
existing corporation in good standing under the
laws of the District of Columbia.
2. Proper corporate proceedings have been taken so
that the Shares have been duly authorized and when
certificates for any Shares have been duly
executed, registered and delivered, and paid for,
in accordance with the terms of the Plan, such
Shares will have been legally issued and will be
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5(a) to the
Registration Statement.
Very truly yours,
/s/Warren Y. Zeger
Warren Y. Zeger
Vice President, General Counsel
and Secretary
Page 10 of 14
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of COMSAT Corporation on Form S-8 of our reports dated
February 16, 1994, relating to the consolidated financial
statements of COMSAT Corporation, appearing in the Annual Report
on Form 10-K, as amended on Form 10-K/A for the year ended
December 31, 1993, and our report dated June 24, 1994 relating to
the supplemental consolidated financial statements of COMSAT
Corporation, appearing in the Form 8-K current report of COMSAT
Corporation dated June 29, 1994, as amended on Form 8-K/A, which
aforementioned reports include explanatory paragraphs referring
to the changes in the Corporation's method of accounting for
postretirement health and life insurance benefits and in its
method of accounting for income taxes, and our report dated
August 20, 1993, relating to the consolidated financial
statements of Radiation Systems, Inc., appearing in the Annual
Report on Form 10-K of Radiation Systems, Inc., as amended by
Amendment No. 3 on Form 10-K/A for the year ended June 30, 1993.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
Washington, D.C.
November 3, 1994
Page 11 of 14
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Exhibit 24
COMSAT CORPORATION
POWERS OF ATTORNEY
Each of the undersigned hereby appoints Bruce L. Crockett,
President and Chief Executive Officer, C. Thomas Faulders, III,
Vice President and Chief Financial Officer, Warren Y. Zeger, Vice
President, General Counsel and Secretary, Robert N. Davis, Jr.,
Assistant General Counsel, and Arthur M. Aaron, General Attorney,
and each of them severally, his or her true and lawful attorneys
to execute (in the name of and on behalf of and as attorneys for
the undersigned) a Registration Statement on Form S-8 relating to
the registration of 300,000 shares of the Corporation's Common
Stock for issuance pursuant to the Corporation's 1988 Non-
Employee Directors Stock Option Plan, and any and all amendments
to such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission.
(1) Principal executive officer
Date: October 21, 1994 /s/ Bruce L. Crockett
(Bruce L. Crockett, President
and Chief Executive Officer)
(2) Principal financial officer
Date: October 21, 1994 /s/ C. Thomas Faulders, III
(C. Thomas Faulders, III
Vice President and Chief
Financial Officer)
(3) Principal accounting officer
Date: October 21, 1994 /s/ Allen E. Flower
(Allen E. Flower, Controller)
Page 12 of 14
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(4) Board of Directors
Date: October 21, 1994 /s/ Lucy Wilson Benson
(Lucy Wilson Benson, Director)
Date: October 21, 1994 /s/ Rudy Boschwitz
(Rudy Boschwitz, Director)
Date: October 21, 1994 /s/ Edwin I. Colodny
(Edwin I. Colodny, Director)
Date: October 21, 1994 /s/ Bruce L. Crockett
(Bruce L. Crockett, Director)
Date: October 21, 1994 /s/ Frederick B. Dent
(Frederick B. Dent, Director)
Date: October 21, 1994 /s/ Neal B. Freeman
(Neal B. Freeman, Director)
Date: October 21, 1994 /s/ Barry M. Goldwater
(Barry M. Goldwater, Director)
Date: October 21, 1994 /s/ Arthur Hauspurg
(Arthur Hauspurg, Director)
Date: October 21, 1994 /s/ Peter S. Knight
(Peter S. Knight, Director)
Page 13 of 14
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Date: October 21, 1994 /s/ Melvin R. Laird
(Melvin R. Laird, Chairman of
the Board and Director)
Date: October 21, 1994 /s/ Peter W. Likins
(Peter W. Likins, Director)
Date: October 21, 1994 /s/ Howard M. Love
(Howard M. Love, Director)
Date: October 21, 1994 /s/ Robert G. Schwartz
(Robert G. Schwartz, Director)
Date: October 21, 1994 /s/ C. J. Silas
(C. J. Silas, Director)
Date: October 21, 1994
(Dolores D. Wharton, Director)
Page 14 of 14
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