<PAGE>1
Registration No. 33-___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Loral Corporation
__________________________________________________
(Exact name of issuer as specified in its charter)
New York 13-1718360
____________________________ _____________________
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
600 Third Avenue
New York, New York 10016
_______________________________________________________________________
(Address of principal executive offices) (zip code)
Loral Corporation 1994 Stock Option
and Incentive Stock Purchase Plan
________________________
(Full title of the plan)
Eric J. Zahler, Esq.
Vice President and General Counsel
Loral Corporation
600 Third Avenue
New York, New York 10016
(212) 697-1105
________________________
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
_________________________
<PAGE>2
CALCULATION OF REGISTRATION FEE
_________________________________________________________________________
Proposed Proposed
Title of Amount maximum maximum Amount
securities to be offering aggregate of reg-
to be regis- price offering istration
registered tered (1) per share (2) price (2) fee
_________________________________________________________________________
Common Stock,
$0.25 par
value per
share 5,500,000 $38.8125 $213,468,750 $73,609.91
____________________________
(1) This Registration Statement covers the 5,500,000 shares authorized
to be issued under the Loral Corporation 1994 Stock Option and
Incentive Stock Purchase Plan.
(2) Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act
of 1933, as amended.
<PAGE>3
PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Loral Corporation, a New York corporation
(the "Company"), are incorporated herein by reference:
(a) the Company's annual report filed on Form 10-K for the fiscal
year ended March 31, 1994, pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) the Company's quarterly report filed on Form 10-Q for the
quarter ended June 30, 1994, pursuant to the Exchange Act; and
(c) the description of Company's Common Stock, par value $0.25 per
share (the "Common Stock"), which is contained in the Company's
registration statement on Form 8-A, pursuant to the Exchange Act as
updated in: Amendment No. 1 to Form S-3 dated May 31, 1991, on page
21, under the heading "Description of Capital Stock."
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by Willkie Farr & Gallagher. As of the date of
this Registration Statement, Robert
<PAGE>4
B. Hodes, a partner of Willkie Farr & Gallagher, is a director and stockholder
of the Company but is not eligible to participate in the Loral Corporation
1994 Stock Option and Incentive Stock Purchase Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721-726 of the New York Business Corporation Law contain
non-exclusive provisions for indemnification of officers and directors of a
corporation under certain specified conditions, including, in part: (a)
indemnification against judgments, fines, amounts paid in settlement of, and
reasonable expenses incurred as a result of, an action or proceeding, whether
civil or criminal, threatened or brought against such person (other than by
one bringing an action by or in the right of the corporation, but including an
action by or in the right of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person
served in any capacity at the request of the corporation) if such person acted
in good faith, for a purpose which he reasonably believed to be in, or, in the
case of service for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests
of the corporation, and, in criminal actions or proceedings, in addition, had
no reasonable cause to believe that his conduct was unlawful; (b)
indemnification against amounts paid in settlement and reasonable expenses
incurred by such person in connection with the defense or settlement of an
action by or in the right of the corporation of such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or,
in the case of service for any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise, not opposed to, the
best interests of the corporation, except that no indemnification shall be
made in respect of (1) a threatened action, or a pending action which is
settled or otherwise disposed of, or (2) 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, or if no action was brought, a
court of competent jurisdiction, determines the person is fairly and
reasonably entitled to indemnification; and (c) notwithstanding the failure of
a corporation to provide indemnification, indemnification, pursuant to court
order.
Article Ninth of the Company's Restated Certificate of Incorporation
provides that any person made a party to any action, suit or proceeding by
reason of the fact that he, his testator or intestate, is or was a director,
officer or employee of the Company or of any corporation for which he served
as such at the request of the Company, shall be indemnified by the Company
against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in
relation to matters as to
<PAGE>5
which it shall be adjudged in such action, suit or proceeding that such
officer, director or employee is liable for negligence or misconduct in the
performance of his duties. Such right of indemnification shall not be deemed
exclusive of any other rights to which such director, officer or employee may
be entitled apart from the indemnification provisions of said Article Ninth.
Any amount payable by way of indemnity, whether the action, suit or proceeding
reaches final judgment, or is settled with court approval before final
judgment, shall be determined and paid in accordance with the then applicable
provisions of the statutes of the State of New York, provided, however, that
if such amount is paid other than pursuant to court order or action by
stockholders, the Company shall within eighteen months from the date of such
payment mail to its stockholders of record at the time entitled to vote for
the election of directors a statement specifying the persons paid, the amounts
of the payments and the final disposition of the litigation.
The By-laws of the Company provide that the Company may enter into
such contracts of indemnification as may be authorized from time to time by
the Board of Directors. The Board of Directors has authorized, and the
Company has entered into, an Indemnity Agreement with each of the Company's
directors and executive officers. The Indemnity Agreements provide that the
Company will pay on behalf of the indemnified person any amount which he is or
becomes legally obligated to pay as a result of any claim or claims threatened
or made against him as a result of any act or omission or neglect or breach of
duty he commits or suffers while acting in his capacity as a director or
officer of the Company, including any damages, judgments, settlements and
costs, reasonable costs of investigation and reasonable costs of defense of
legal actions, claims or proceedings and appeals therefrom, and costs of
attachment or similar bonds.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
4.1 Specimen certificate for shares of the Common Stock, par value
$0.25, of the Company (incorporated by reference to Amendment Number
2 to the Company's Registration Statement on Form S-3, Registration
Number 33-40825, dated June 7, 1991, Exhibit 4.1).
4.2 Copy of the Company's Restated Certificate of Incorporation
(incorporated by reference to the Company's Form 10-Q for the
quarter ended September 30, 1993, Exhibit 3).
<PAGE>6
4.3 Copy of the Registrant's By-Laws, as amended (incorporated by
reference to the Company's Annual Report on Form 10-K for fiscal
year ended March 31, 1994, Exhibit 3.2).
5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as to
the legality of the shares being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Power of Attorney.
Item 9. UNDERTAKINGS
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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 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 paragraphs (a)(i) and (a)(ii) 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 Company pursuant to
section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement;
(b) 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.
<PAGE>7
(c) 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.
2. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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>8
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 New York, State of New York, on the 28th day of
September, 1994.
Loral Corporation
By: /s/ Eric J. Zahler
Eric J. Zahler
Vice President and
General Counsel
<PAGE>9
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board, Chief September 28, 1994
Bernard L. Schwartz Executive Officer and Director
* President, Chief Operating September 28, 1994
Frank C. Lanza Officer and Director
* Principal Financial Officer September 28, 1994
Michael P. DeBlasio
* Principal Accounting Officer September 28, 1994
Robert V. LaPenta
* Director September 28, 1994
Howard Gittis
* Director September 28, 1994
Robert B. Hodes
* Director September 28, 1994
Gershon Kekst
* Director September 28, 1994
Charles Lazarus
* Director September 28, 1994
Malvin Ruderman
<PAGE>10
* Director September 28, 1994
E. Donald Shapiro
Director September 28, 1994
Allen M. Shinn
* Director September 28, 1994
Thomas J. Stanton, Jr.
Director September 28, 1994
Daniel Yankelovich
* By: /s/ Eric J. Zahler September 28, 1994
Eric J. Zahler
Attorney-in-fact
<PAGE>11
INDEX TO EXHIBITS
Exhibit No. Page
5 Opinion of Willkie Farr & Gallagher,
Counsel to the Company, as to the
legality of the shares being
registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Willkie Farr & Gallagher
(contained in Exhibit 5).
24 Power of Attorney.
<PAGE>1
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
September 27, 1994
Loral Corporation
600 Third Avenue
New York, New York 10016
Ladies and Gentlemen:
We have acted as counsel to Loral Corporation (the "Company"), a corporation
organized under the laws of the State of New York, with respect to the
Company's Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission on September
28, 1994, in connection with the registration under the Securities Act of
1933, as amended, by the Company of an aggregate of 5,500,000 shares of Common
Stock, par value of $0.25 per share (the "Common Stock"), to be sold in
accordance with the terms of the Loral Corporation 1994 Stock Option and
Incentive Stock Purchase Plan ("Plan").
As counsel for the Company, we have examined, among other things, such federal
and state laws and originals and/or copies (certified or otherwise identified
to our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion.
Based on the foregoing, we are of the opinion that the newly issued shares of
Common Stock to be sold by the Company pursuant to the Plan have been duly and
validly authorized for issuance and, when issued and paid for in accordance
with the terms of the Plan for consideration in excess of $0.25 per share,
will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report, which includes an explanatory paragraph regarding the
Company's changes in methods of accounting for income taxes and postretirement
benefits other than pensions as discussed in notes 6 and 9 to the consolidated
financial statements, dated May 12, 1994 on our audits of the consolidated
financial statements and financial statement schedules of Loral Corporation as
of March 31, 1994 and 1993 and for the years ended March 31, 1993, 1992 and
1991, which report is included in Loral Corporation's Annual Report on Form
10K for the fiscal year ended March 31, 1994 incorporated by reference in this
registration statement.
New York, New York
September 28, 1994 /s/ Coopers & Lybrand L.L.P.
<PAGE>1
POWER OF ATTORNEY
The undersigned, individually and in the capacity relative to Loral
Corporation, a New York corporation, stated below, hereby appoints Michael P.
DeBlasio, Robert V. LaPenta, Michael B. Targoff and Eric J. Zahler, and each
of them acting indivudually, to be his Attorney-in-Fact with full power of
substitution to act in his name and on his behalf to sign and to file with the
Securities and Exchange Commission this Registration Statement on Form S-8 in
connection with the 1994 Stock Option and Incentive Stock Purchase Plan of
Loral Corporation, including one or more amendments, including post-effective
amendments, to such Registration Statement, which amendments may make such
changes as such person deems appropriate, and to execute and deliver any
agreements, instruments, certificates or other documents which such person
shall deem necessary or proper in connection with the filing of such
Registration Statement and generally to act for and in the name of the
undersigned with respect to such filing as fully as could the undersigned if
then personally present and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set opposite his respective name.
/s/ Bernard L. Schwartz Chairman of the Board September 23, 1994
Bernard L. Schwartz Chief Executive Officer
and Director
/s/ Frank C. Lanza
Frank C. Lanza President and Director September 23, 1994
/s/ Howard Gittis
Howard Gittis Director September 23, 1994
/s/ Robert B. Hodes
Robert B. Hodes Director September 22, 1994
/s/ Gershon Kekst
Gershon Kekst Director September 23, 1994
/s/ Charles Lazarus
Charles Lazarus Director September 23, 1994
/s/ Malvin Ruderman
Malvin Ruderman Director September 23, 1994
/s/ E. Donald Shapiro
E. Donald Shapiro Director September 26, 1994
Allen Shinn Director September __, 1994
/s/ Thomas J. Stanton, Jr.
Thomas J. Stanton, Jr. Director September 26, 1994
Daniel Yankelovick Director September __, 1994
/s/ Michael P. DeBlasio
Michael P. DeBlasio Principal Financial Officer September 22, 1994
/s/ Robert V. LaPenta
Robert V. LaPenta Principal Accounting Officer September 22, 1994
