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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 Master Savings 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
_________________________
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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 800,000 $38.8125 $31,050,000 $10,706.90
________________________
(1) This Registration Statement covers the 800,000 shares authorized to
be issued under the Loral Master Savings Plan. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Loral
Master Savings 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.
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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"), and the Loral Master Savings Plan (the "Plan") 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 Plan's annual report filed on Form 11-K for the year ended
December 31, 1993, pursuant to the Exchange Act;
(c) the Company's quarterly report filed on Form 10-Q for the
quarter ended June 30, 1994, pursuant to the Exchange Act; and
(d) 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
Inapplicable
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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 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
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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).
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).
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5 Internal Revenue Service determination letter that the Master
Savings Plan is qualified under section 401 of the Internal Revenue
Code.
23 Consent of Coopers & Lybrand L.L.P.
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 Section 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.
(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
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filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act and each filing of the Loral Master Savings Plan's
annual report pursuant to Section 15(d) of the Exchange Act 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.
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.
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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 Zahler
Eric J. Zahler, Esq.
Vice President and
General Counsel
Pursuant to the requirements of the Securities Act, the
Administrative Committee of the Loral Master Savings Plan 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 Master Savings Plan
By:/s/ Eric Zahler
Eric J. Zahler, Esq.
Vice President and
General Counsel
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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
* Director September 28, 1994
E. Donald Shapiro
Director September 28, 1994
Allen M. Shinn
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* Director September 28, 1994
Thomas J. Stanton, Jr.
Director September 28, 1994
Daniel Yankelovich
*By: /s/ Eric Zahler September 28, 1994
Eric J. Zahler
Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit No. Page
5 Internal Revenue Service determination
letter that the Master Savings Plan is
qualified under section 401 of the
Internal Revenue Code.
23 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney.
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INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
Brooklyn, NY 11202
Date: June 05 1992 Employer Identification No:
13-1718360
File Folder Number:
LORAL CORPORATION 113009278
C/O THOMAS S. MONFRIED ESQ. Person to Contact:
C/O WILLKIE FARR AND GALLAGHER H.R. NASS
153 E. 53rd Street Contact Telephone Number:
New York, NY 10022-0000 (516) 683-5396
Plan Name:
LORAL MASTER SAVINGS PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on
August 1, 1990.
This letter does not constitute a determination that your plan satisfies
the requirements of Code section 401(a) (26).
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
Letter 835(DO/CG)
-2-
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LORAL CORPORATION
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Eugene D. Alexander
Eugene D. Alexander
District Director
Enclosures:
Publication 794
PWBA 515
Letter 835(DO/CG)
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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 and our report dated April 12, 1994
on our audit of the financial statements of the Loral Master Savings Plan at
December 31, 1993 and 1992 and for the years then ended, which report is
included in the Savings Plan annual report on Form 11K for the year ended
December 31, 1993, incorporated by reference in this registration statement.
New York, New York /s/ Coopers & Lybrand
September 28, 1994
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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 individually, to be his Attorney-in-Fact with full power of
substitition 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 Loral Savings Plans, 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 an 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 WHEROF, the undersigned has excuted 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
