<PAGE>
As filed with the Securities and Exchange Commission on May 19, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMSAT Corporation
(Exact Name of Registrant 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) (Zip Code)
COMSAT CORPORATION NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full Title of the Plan)
Warren Y. Zeger, Esq.
Vice President, General Counsel and Secretary
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, Maryland 20817
(Name and Address of Agent for Service)
(301) 214-3000
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
Title Of Amount To Be Proposed Maximum Proposed Maximum Amount Of
Securities To Be Registered Offering Price Aggregate Offering Registration Fee
Registered Per Share Price
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 shares (1) $33.0000 (2) $8,250,000 (2) $2,294
(without par
value)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 Management Development of the Board of
Directors of the registrant upon changes in capitalization, as provided in
Section 6 of the COMSAT Corporation Non-Employee Directors Stock Plan.
<PAGE>
(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 May 14, 1999.
<PAGE>
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 Non-Employee Directors Stock
Plan, for which Plan shares of Common Stock were previously registered on
Registration Statement No. 33-56331 on Form S-8 which is currently effective and
is incorporated by reference herein.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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 for the fiscal year ended December
31, 1998.
(b) 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), 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
then 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 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 April 1, 1999, Mr. Zeger was the beneficial
owner of 171,955 shares of the Company's Common Stock ("Common Stock"), which
included beneficial ownership of 149,052 shares that may be acquired within 60
days of such date. As of April 1, 1999, Mr. Zeger had options to purchase
223,106 shares of Common Stock, of which options to purchase 149,052 shares were
exercisable.
Item 8. Exhibits
The exhibits listed below are listed according to the number assigned in the
table in Item 601 of Regulation S-K.
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
<C> <S>
4(a) Articles of Incorporation of Registrant, composite copy, as
amended through June 1, 1993 (Incorporated by reference from
Exhibit No. 4(a) to Registrant's Registration Statement on
Form S-3 (No. 33-51661) filed on December 22, 1993).
4(b) By-laws of Registrant, as amended through April 21, 1997
(Incorporated by reference from Exhibit No. 3.2 to
Registrant's Current Report on Form 8-K filed on April 21,
1997).
4(c) Non-Employee Directors Stock Plan (Incorporated by reference
from Exhibit 10.11 to Registrant's Report on Form 10-K for
the fiscal year ended December 31, 1996).
4(d) Amendment to Non-Employee Directors Stock Plan, dated as of
September 18, 1998 (Incorporated by reference to Exhibit 19
to the Registrant's Solicitation/Recommendation Statement on
Schedule 14D-9 filed on September 25, 1998).
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.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Warren Y. Zeger (contained in Exhibit 5(a)).
24 Powers of Attorney.
</TABLE>
<PAGE>
SIGNATURES
The Registrant. 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 City of Bethesda, County of
Montgomery, State of Maryland, on this 18th day of May, 1999.
COMSAT Corporation
(Registrant)
By: /s/ Allen E. Flower
Allen E. Flower
Vice President and Chief
Financial Officer
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.
* By: /s/ Allen E. Flower
Allen E. Flower, Attorney-in-fact
(1) Principal executive officer
May 18, 1999 By: /s/ Betty C. Alewine*
Betty C. Alewine, President,
Chief Executive Officer and Director
(2) Principal financial officer
May 18, 1999 By: /s/ Allen E. Flower
Allen E. Flower, Vice President and Chief
Financial Officer
(3) Principal accounting officer
May 18, 1999 By: /s/ Alan G. Korobov*
Alan G. Korobov, Controller
<PAGE>
(4) Board of Directors
May 18, 1999 By: /s/ Edwin I. Colodny*
Edwin I. Colodny, Chairman and Director
May 18, 1999 By: /s/ Marcus C. Bennett*
Marcus C. Bennett, Director
May 18, 1999 By: /s/ Lucy Wilson Benson*
Lucy Wilson Benson, Director
May 18, 1999 By: /s/ Lawrence S. Eagleburger*
Lawrence S. Eagleburger, Director
May 18, 1999 By: /s/ Neal B. Freeman*
Neal B. Freeman, Director
May 18, 1999 By: /s/ Caleb B. Hurtt*
Caleb B. Hurtt, Director
May 18, 1999 By: /s/ Peter S. Knight*
Peter S. Knight, Director
By:
---------------------------
Peter W. Likins, Director
May 18, 1999 By: /s/ Charles T. Manatt*
Charles T. Manatt, Director
<PAGE>
May 18, 1999 By: /s/ Larry G. Schafran*
Larry G. Schafran, Director
May 18, 1999 By: /s/ Robert G. Schwartz*
Robert G. Schwartz, Director
May 18, 1999 By: /s/ Kathryn C. Turner*
Kathryn C. Turner, Director
May 18, 1999 By: /s/ Guy P. Wyser-Pratte*
Guy P. Wyser-Pratte, Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
<C> <S>
4(a) Articles of Incorporation of Registrant, composite copy, as
amended through June 1, 1993 (Incorporated by reference from
Exhibit No. 4(a) to Registrant's Registration Statement on
Form S-3 (No. 33-51661) filed on December 22, 1993).
4(b) By-laws of Registrant, as amended through April 21, 1997
(Incorporated by reference from Exhibit No. 3.2 to
Registrant's Current Report on Form 8-K filed on April 21,
1997).
4(c) Non-Employee Directors Stock Plan (Incorporated by reference
from Exhibit No. 10.11 to Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1996).
4(d) Amendment to Non-Employee Directors Stock Plan (Incorporated
by reference to Exhibit 19 to Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9
filed on September 25, 1998).
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.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Warren Y. Zeger (contained in Exhibit 5(a)).
24 Powers of Attorney.
</TABLE>
<PAGE>
Exhibit 5(a)
May 17, 1999
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, Maryland 20817
Re: Registration Statement on Form S-8 Relating to 250,000 Shares of
COMSAT Corporation Common Stock to be issued under the COMSAT Corporation Non-
Employee Directors Stock 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 250,000 shares of
Common Stock, without par value (the "Shares") of the Company to be issued
pursuant to the COMSAT Corporation Non-Employee Directors Stock 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>
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 report dated February 18, 1999, appearing
in the Annual Report on Form 10-K of COMSAT Corporation for the year ended
December 31, 1998.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
Washington, D.C.
May 17, 1999
<PAGE>
Exhibit 24
COMSAT CORPORATION
POWERS OF ATTORNEY
As of April 16, 1999, each of the undersigned hereby appoints Betty C.
Alewine, President and Chief Executive Officer, Allen E. Flower, Vice President
and Chief Financial Officer, Warren Y. Zeger, Vice President, General Counsel
and Secretary, and Robert N. Davis, Jr., Assistant General Counsel, 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 250,000 shares of the Corporation's
Common Stock for issuance pursuant to the Corporation's Non-Employee Directors
Stock 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
By: /s/ Betty C. Alewine
Betty C. Alewine, President, Chief
Executive Officer and Director
(2) Principal financial officer
By: /s/ Allen E. Flower
Allen E. Flower, Vice President
and Chief Financial Officer
(3) Principal accounting officer
By: /s/ Alan G. Korobov
Alan G. Korobov, Controller
<PAGE>
(4) Board of Directors
By: /s/ Edwin I. Colodny
Edwin I. Colodny, Chairman and
Director
By: /s/ Marcus C. Bennett
Marcus C. Bennett, Director
By: /s/ Lucy Wilson Benson
Lucy Wilson Benson, Director
By: /s/ Lawrence S. Eagleburger
Lawrence S. Eagleburger, Director
By: /s/ Neal B. Freeman
Neal B. Freeman, Director
By: /s/ Caleb B. Hurtt
Caleb B. Hurtt, Director
By: /s/ Peter S. Knight
Peter S. Knight, Director
By:
-------------------------------------
Peter W. Likins, Director
By: /s/ Charles T. Manatt
Charles T. Manatt, Director
<PAGE>
By: /s/ Larry G. Schafran
Larry G. Schafran, Director
By: /s/ Robert G. Schwartz
Robert G. Schwartz, Director
By: /s/ Kathryn C. Turner
Kathryn C. Turner, Director
By: /s/ Guy P. Wyser-Pratte
Guy P. Wyser-Pratte, Director
