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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 31, 1995
LORAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-4238 13-1718360
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number
600 Third Avenue, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 697-1105
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Item 5. Other Events.
On May 31, 1995, the Registrant filed a Restated Certificate of
Incorporation with the Department of State of the State of New York.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 3.1 Restated Certificate of Incorporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LORAL CORPORATION
(Registrant)
Date: June 7, 1995 By: /s/ Michael B. Targoff
Michael B. Targoff
Senior Vice President
and Secretary
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
3.1 Restated Certificate of Incorporation
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RESTATED CERTIFICATE OF INCORPORATION
OF
LORAL CORPORATION
UNDER SECTION 807
OF
THE BUSINESS CORPORATION LAW
We, the undersigned, Bernard L. Schwartz and Michael B. Targoff, being
the Chairman of the Board and Secretary, respectively, of LORAL CORPORATION,
do hereby certify:
1) The name of the corporation is LORAL CORPORATION. This Corporation
was originally formed under the name LORAL ELECTRONICS CORPORATION.
2) The Certificate of Incorporation of LORAL ELECTRONICS CORPORATION
was filed by the Department of State on February 24, 1948. A Certificate of
Amendment of the Certificate of Incorporation of Loral Corporation was filed
on October 18, 1993.
3) This Restated Certificate of Incorporation was
authorized by the Board of Directors.
4) The Certificate of Incorporation as amended to change the post
office address to which the Secretary of State shall mail copy of process
against the corporation is hereby restated as amended to read as herein set
forth:
FIRST: The name of the Corporation is LORAL CORPORATION.
SECOND: The purposes for which said Corporation is to be formed
are as follows:
(a) To manufacture, assemble, install, buy, sell, design, patent,
develop, export, import, exchange, repair and in any and every
other way deal in radio, radio sets and receivers, television,
television sets and receivers, amplifiers, sound equipment of
any kind or nature whatsoever, devices, machinery, machine
parts, tools, dies, engines, motors, appliances and any
equipment directly or indirectly related to same and any parts
or supplies of any of the above, whether
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made wholly or partly from metals or from any other material
whatsoever, whether operated by electricity or by any other
power, cause, or action.
(b) To acquire, hold, maintain and operate all real estate, plants,
machinery, warehouses, apparatus, equipment, franchises,
licenses, and permits and do all other things requisite to the
prosecution of such business.
(c) To buy, lease or otherwise acquire the good will, franchises,
rights and property of any corporation, person, firm, or
association engaged in the same or similar line of business,
and to pay for the same in cash, property, the stock or bonds
of this company or otherwise, and to hold or in any manner
dispose of, the whole or any part of the property so acquired;
to conduct, carry on, operate, manage, control, improve and
develop the whole or any part of any business or property so
acquired, in the name of this Corporation, provided that such
business is one that may be carried on by a corporation
organized under the act under which this company is
incorporated, and to exercise all the powers necessary or
convenient in and about the conduct and management of such
business.
(d) To sell or exchange all or any part of the property, assets,
good will and undertaking of the company, and to accept in
payment or exchange therefor, the stocks, bonds, or other
securities of any other corporation, either domestic or
foreign.
(e) To borrow or raise money for the purpose of the company, to
secure the same and any interest therein, and for that purpose
or any other purpose, subject to the provisions and
restrictions hereinafter set forth, to mortgage and charge all
or any part of the present or after-acquired property-rights,
or rights and franchises of the company, and to issue notes,
bonds, debentures and other evidences of indebtedness.
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(f) To use the surplus profits of said Corporation for the purchase
of any of the shares of its capital stock, provided, however,
that the capital stock shall not be reduced except in
accordance with the requirements of the statue.
(g) To do all and everything necessary, suitable, useful or proper
for the accomplishment of any of the purposes or the attainment
of any of the objects or the furtherance of any of the powers
hereinbefore set forth, as principal or agent, either alone or
in association with other corporations, firms or individuals,
and to do every other act or acts, thing or things incidental
or appurtenant to, or growing out of, or connected with, any of
the aforesaid purposes, objects or powers, or any part or parts
thereof, and to do any such acts or things to the same extent
and as fully as natural persons might or could do in any part
of the world.
(h) To purchase, sell, lease, manufacture, deal in and deal with
every kind of goods, wares and merchandise and every kind of
personal property, including patents and patent rights,
chattels, easements, privileges and franchises which may
lawfully be purchased, sold, produced or dealt in by
corporations under the statues of the State of New York.
(i) To enter into, make, perform and carry out contracts of every
kind, which may be necessary for or incidental to the business
of the Corporation, with any person, firm, corporation,
private, public or municipal, body politic, under the
government of the United States, or any territory, district,
protectorate, dependency or insular or other possession or
acquisition of the United States, or any foreign government, so
far as, and to the extent that the same may be done and
performed by a corporation organized under the Stock
Corporation Law.
(j) This Corporation shall have the power to conduct its business
in all branches in the
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State of New York or any other State of the United States and
in all foreign countries and generally to do all acts and
things and to exercise all the powers, now or hereafter
authorized by law, necessary to carry on the business of this
Corporation or to promote any of the objects for which this
Corporation is formed.
(k) The objects and powers specified in any clause contained in
this Article, shall, except where otherwise expressed, be in no
wise limited or restricted by reference to or interference from
the terms of any other clause of this Article or any other
Article of this Certificate; but the objects and powers
specified in each of the clauses of this Article shall be
regarded as independent objects, purposes and powers.
(l) To acquire by purchase or otherwise hold, lease, own, improve,
sell, convey, exchange, mortgage and otherwise deal or trade in
and dispose of real property and any estate, interest or rights
therein; to lend money on bonds secured by mortgage on real and
personal property or otherwise; to erect, construct, alter,
maintain and improve houses and buildings of every description
on any lands of the Corporation or upon any other lands, and to
re-build, alter and improve existing houses and buildings
thereon.
(m) The foregoing enumeration of specific powers shall not be held
to limit or restrict in any manner, the general powers of the
company, and the enjoyment thereof, as conferred by the Laws of
the State of New York upon corporations organized under the
provisions of the act under which this company is incorporated.
THIRD: The total number of shares which the Corporation shall have
authority to issue is 152,000,000 of which 150,000,000 shares shall be Common
Stock having a par value of Twenty-Five Cents ($.25) each, and 2,000,000
shares
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shall be Preferred Stock having a par value of One Dollar ($1.00) each.
The relative powers, preferences and rights and the qualifications,
limitations and restrictions on the shares of each class of stock are as
follows:
(1) The Preferred Stock may be issued in one or more series from
time to time with such distinctive serial designations as may be stated or
expressed in the resolutions providing for the issue of such stock from time
to time adopted by the Board of Directors; and in such resolution providing
for the issue of shares of each particular series, the Board of Directors is
expressly authorized to fix:
(a) the annual dividend rate of the particular series, if any,
whether the dividends shall be cumulative or non-cumulative and, if such
dividends shall be cumulative, the date from which they shall be cumulative;
(b) the redemption and liquidation prices for the particular
series;
(c) the voting power, if any, for the particular series and
the terms and conditions under which such voting power may be exercised,
provided that the shares of all series having voting power shall not have more
than one vote each;
(d) the obligation, if any, of the Corporation to retire
shares of such series pursuant to a sinking fund or fund of a similar nature
or otherwise and the terms and conditions of such obligation; and
(e) the terms and conditions, if any, upon which shares of such series shall
be convertible into, or exchangeable for, shares of stock of any other class
or classes, including the price or prices or the rate or rates
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of conversion or exchange and the terms of adjustment, if any.
(2) In case the stated dividends and the amounts payable on
liquidation to the holders of the Preferred Stock are not paid in full, the
shares of all series of such Preferred Stock shall share ratably in the
payment of dividends, including accumulations, if any, in accordance with the
sums which would be payable on said shares if all dividends were declared and
paid in full, and in any distribution of assets other than by way of dividends
in accordance with the sums which would be payable on such distribution if all
sums payable were discharged in full.
(3) The holders of the Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, but only out of
surplus legally available for the payment of dividends, preferential dividends
in cash at, but not exceeding, the annual rate fixed for each particular
series at the time of the original authorization of the issue of the shares of
the particular series, payable quarter-yearly on the fifteenth day of January,
April, July and October in each year. The holders of the Preferred Stock
shall not be entitled to receive any dividends thereon other than the
dividends referred to in this subdivision (3).
(4) So long as any of the Preferred Stock remains outstanding, in
no event shall any dividend whatever, whether in cash, stock, or otherwise, be
paid or declared, or any distribution be made on the Common Stock, nor shall
any shares of the Common Stock be purchased, retired, or otherwise acquired
for a consideration by the Corporation (a) unless the full dividends on the
Preferred Stock for all past quarter-yearly dividend periods from the
respective
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date or dates dividends became cumulative thereon, shall have been paid and
the full dividend thereon for the then current quarter-yearly dividend period
shall have been paid or declared and a sum sufficient for the payment thereof
set apart, (b) unless, if any time the Corporation is obligated to retire
shares of any series of Preferred Stock pursuant to a sinking fund or fund of
a similar nature, all arrears, if any, in respect of the retirement of the
Preferred Stock of all such series shall have been made good and (c) except
out of surplus legally available at the time for payment of such dividends or
for the purchase of such stock.
Subject to the foregoing provisions, and not otherwise, such
dividends (payable in cash, stock, or otherwise) as may be determined by the
Board of Directors may be declared and paid on the Common Stock from time to
time out of the remaining surplus of the Corporation, and the Preferred Stock
shall not be entitled to participate in any such dividend, whether payable in
cash, stock, or otherwise.
(5) The Corporation, at the option of the Board of Directors, may
redeem any one or more series at the time outstanding of the Preferred Stock,
in whole at any time or in part from time to time, upon notice duly given as
hereinafter specified, by paying therefor the applicable redemption price
fixed at the time of the original authorization of the issue of shares of such
respective series for the shares thereof, together with a sum, in the case of
each share so to be redeemed, computed at the annual dividend rate for the
series of which the particular share is a part, from the date on which
dividends on such shares became cumulative to the date fixed for such
redemption, less the aggregate amount of all dividends theretofore and
on such redemption date paid thereon.
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Notice of every such redemption of the Preferred Stock shall be
given by publication at least once in each of two successive calendar weeks in
a daily newspaper printed in the English language and published and of general
circulation in the City of New York, New York, the first publication to be at
least thirty days prior to the date fixed for such redemption. At least
thirty days' previous notice of every such redemption shall also be mailed to
the holders of record of the shares to be redeemed at their respective
addresses as the same shall appear on the books of the Corporation, and if
such notice has been given as herein provided, the failure of any holder to
receive such notice shall not affect the validity of the proceedings for the
redemption of any share so to be redeemed.
In case of redemption of only part of any series of the Preferred
Stock at any time outstanding, the Corporation shall designate by lot the
shares so to be redeemed. Subject to the limitations and provisions herein
contained, the Board of Directors shall have full power and authority to
prescribe the manner in which the drawings by lot shall be conducted and the
terms and conditions upon which the Preferred Stock shall be deemed from time
to time.
If such notice of redemption shall have been given as hereinbefore
provided, and if on or before the redemption date specified therein the funds
necessary for such redemption shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for the pro rata benefit of
the holders of the shares so called for redemption, so as to be and continue
to be available therefor, then, notwithstanding that any certificate for
shares so called for redemption shall not have been surrendered for
cancellation, all shares of the Preferred
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Stock so called for redemption shall no longer be deemed to be outstanding on
and after such redemption date, and all rights with respect to such shares
shall forthwith on such redemption date cease and terminate, except only the
right of the holders thereof to receive the amount payable on redemption
thereof, without interest, and the right to exercise, on or before the date
fixed for redemption, privileges of conversion or exchange, if any, not
theretofore expiring.
Provided, however, in the alternative, that if such notice of
redemption shall have been duly given as hereinbefore provided or if the
Corporation shall have given to the bank or trust company hereinafter referred
to irrevocable authorization to give or complete such notice as hereinbefore
provided, and if prior to the redemption date specified therein the funds
necessary for such redemption shall have been deposited by the Corporation
with a bank or trust company in good standing, designated in such notice,
organized under the laws of the United States of America or of the State of
New York, doing business in the City of New York, New York, having a capital
surplus and undivided profits aggregating at least $5,000,000 according to its
last published statement of condition, in trust to be applied to the
redemption of the shares so called for redemption, then, notwithstanding that
any certificate for shares so called for redemption shall not have been
surrendered for cancellation, from and after the time of such deposit all
shares of the Preferred Stock so called for redemption shall no longer be
deemed to be outstanding and all rights with respect to such shares shall
forthwith cease and terminate, except only the right of the holders thereof to
receive from such bank or trust company at any time after
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the time of such deposit the funds so deposited, without interest, and the
right to exercise, on or before the date fixed for redemption, privileges of
conversion or exchange, if any, not theretofore expiring. Any funds so
deposited which shall not be required for such redemption because of the
exercise of any such right of conversion subsequent to the date of such
deposit shall be returned to the Corporation forthwith. Any interest accrued
on any funds so deposited shall be paid to the Corporation from time to time.
Any funds so set aside or deposited, as the case may be, and
unclaimed at the end of six years from such redemption date shall be released
or repaid to the Corporation, after which the holders of the shares so called
for redemption shall look only to the Corporation for payment thereof.
Shares of any series of Preferred Stock so redeemed may thereafter,
in the discretion of the Board of Directors, be reissued at any time or from
time to time to the extent and in any manner not or hereafter permitted by
law, except as may be otherwise provided in the resolution or resolutions of
the Board of Directors providing for the issue of shares of any such series.
(6) In the event of a liquidation, dissolution or winding up the
affairs of the Corporation, whether voluntary or involuntary, then, before any
distribution or payment shall be made to the holders of the Common Stock, the
holders of each series of the Preferred Stock shall be entitled to be paid in
cash the applicable liquidation price per share fixed at the time of the
original authorization of the issue of shares of each such respective series
and, in the case of each share of the Preferred Stock having
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cumulative dividend rights, an amount, computed at the annual dividend rate
for the series of which the particular share is a part, from the date on which
dividends on such share became cumulative to the date fixed for such
distribution or payment, less the aggregate amount of all dividends
theretofore and on such distribution or payment date paid thereon. If such
payment shall have been made in full to the holders of the Preferred Stock,
the remaining assets and funds of the Corporation shall be distributed among
the holders of the Common Stock according to their respective shares.
FOURTH: No holder of stock of the Corporation shall have any right
as such holder to subscribe for or acquire from the Corporation any stock,
whether such stock be a part of the presently authorized stock or a part of
any future increase thereof, or any bonds, notes, debentures, or other
securities convertible into stock of the Corporation which the Corporation may
from time to time issue; and the Corporation shall have the right from time to
time, without offering the same to the holders of such stock of any class then
outstanding, to issue and sell shares of its stock of any class or any such
bonds, notes, debentures or other securities convertible into stock to such
person or persons as its Board of Directors from time to time shall determine.
As used in this section, the expression "securities convertible into stock"
shall be deemed to include all bonds, notes, debentures or other evidence of
indebtedness to which are attached, or with which are issued, warrants or
other instruments evidencing the right to purchase or otherwise acquire shares
of stock of the Corporation.
FIFTH: The office of the Corporation is to be located in the City
of New York, County of New York, State of New York.
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SIXTH: The duration of the Corporation shall be perpetual.
SEVENTH: The number of its Directors shall be as set forth in the
By-Laws of this Corporation but shall at no time be less than 3 nor more than
11. At the 1985 annual meeting of stockholders, the directors shall be
divided into three classes, as nearly equal in number as possible, with the
term of office of the first class to expire at the 1986 annual meeting of
stockholders, the term of office of the second class to expire at the 1987
annual meeting of stockholders, and the term of office of the third class to
expire at the 1988 annual meeting of stockholders. Increases or decreases in
the total number of authorized directors shall be allocated among the classes
of directors, so as to retain the number of directors in each class as nearly
equal in number as possible. At each annual meeting of stockholders following
such initial classification and election, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders after their election;
directors elected to fill a vacancy shall be elected for a term equal to the
remaining term of office of the class to which such directors shall have been
elected.
Subject to the rights of then-outstanding holders of any class or series
of the capital stock of the Corporation entitled to vote generally in the
election of directors (hereinafter in this Article SEVENTH and paragraph
(1)(a) of Article NINTH of this Certificate of Incorporation such stock is
referred to as the "Voting Stock"), newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement,
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disqualification, removal from office or other cause may be filled only by a
majority vote of the directors then in office, though less than a quorum, and
directors so chosen shall hold office for a term expiring at the next regular
annual meeting of stockholders at which directors are to be elected. No
decrease in the number of authorized directors constituting the entire Board
of Directors shall shorten the term of any incumbent director.
Subject to the rights of the holders of any class or series of the Voting
Stock then-outstanding, any director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by resolution
adopted by the directors or by the affirmative vote of the holders of at least
80 percent of the voting power of all of the then-outstanding shares of the
Voting Stock, voting together as a single class. Notwithstanding any other
provisions of this Certificate of Incorporation or any provision of law which
might otherwise permit a lesser vote, but not in derogation of any special
vote of the holders of any particular class or series of the Voting Stock
required by law, this Certificate of Incorporation, of any designation of the
rights, powers and preferences of any class or series of Preferred Stock made
pursuant to Article THIRD of this Certificate of Incorporation ("Preferred
Stock Designation"), the affirmative vote of the holders of at least 80
percent of the voting power of all of the then-outstanding shares of Voting
Stock, voting together as a single class, shall be required to alter, amend or
repeal this Article SEVENTH, unless such alteration, amendment or repeal has
been first approved by a resolution adopted by the Board of Directors.
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EIGHTH: The Secretary of State of the State of New York is hereby
designated as the agent of the Corporation upon whom process in any action or
proceeding against it may be served, and the address to which the Secretary of
State shall mail a copy of such process served upon him is 600 Third Avenue,
New York, New York 10016.
NINTH: The following provisions are inserted for the regulation of
the business and conduct of the affairs of the Corporation and it is expressly
provided that they are intended to be in furtherance and not in limitation or
exclusion of the powers conferred by statute:
(1) The Board of Directors of the Corporation shall have power
among other things:
(a) To make, alter, amend and repeal the By-Laws of this
Corporation, subject to the power of the holders of the
Voting Stock to alter, amend or repeal the By-Laws;
provided, however, that notwithstanding any other
provisions of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser
vote or no vote, but in addition of any affirmative vote
of the holders of any particular class or series of the
capital stock required by law, this Certificate of
Incorporation or any Preferred Stock Designation, the
affirmative vote of the holders of at least 80 percent of
the voting power of all of the then-outstanding shares of
the Voting Stock, voting together as a single class, shall
be required to (i) alter, amend or repeal any provision of
the By-Laws which is to the same effect as Article SEVENTH
of this Certificate of Incorporation, or which establishes
the manner in which a special meting of the stockholders
of this Corporation may
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be called, or which prescribes the manner in which the By-
Laws may be amended, or (ii) alter, amend or repeal any
provision of this proviso to this paragraph (1)(a) of
Article NINTH, unless such alteration, amendment or repeal
has been first approved by the Board of Directors.
(b) From time to time to determine whether and to what extent
and at what times and places and under what conditions and
regulations the accounts and books of the Corporation
(other than the stock book), or any of them, shall be open
to the inspection of the stockholders, and no stockholder
shall have any right, except as conferred by statute, to
inspect any account, book or document of the Corporation
unless expressly so authorized by resolution of the Board
of Directors or the stockholders.
(c) From time to time to fix and determine and to vary the
amount of the working capital of the Corporation, to
direct and determine whether any, and if any, what part,
of the surplus or net profits of the Corporation shall be
declared in dividends and paid to the stockholders, and to
set apart any of the funds of the Corporation otherwise
available for dividends as a reserve or reserves for any
proper purpose and to abolish any such reserve in the
manner in which it was created.
(d) By resolution passed by a majority of the whole Board of
Directors, to designate three or more of its members to
constitute an Executive Committee, which, to the extent
provided in said resolution or in the By-Laws of the
Corporation, shall have and may exercise such of the
powers of the Board of Directors in the management of the
business and affairs of the Corporation as may be lawfully
delegated.
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(2) In the absence of fraud, no contract or other transaction
between the Corporation and any other corporation and no act of the
Corporation shall in any way be invalidated or otherwise affected by the fact
that any of the Directors of the Corporation are pecuniarily or otherwise
interested in, or are directors or officers of, such other corporation. Any
Director of the Corporation, individually, or any firm or association of which
any Director may be a member, may be a party to, or may be pecuniarily or
otherwise interested in any contract or transaction of the Corporation,
provided that the fact that he, individually, or such firm or association is
so interested shall be disclosed or shall have been known to the Board of
Directors, or such members thereof as shall be present at any meeting of the
Board of Directors at which action upon any such contract or transaction
shall be taken; and any Director of the Corporation who is also a director or
officer of such other corporation, or who is so interested, may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
or of any committee of the Corporation which is authorizing any such contract
or transaction, and may vote thereat to authorize any such contract or
transaction with like force and effect as if he were not such director or
officer of such other corporation or not so interested. Any contract,
transaction or act of the Corporation or of the Directors or of any committee,
which shall be ratified by a majority of a quorum of the stockholders of the
Corporation at any annual meeting, or at any special meeting called for such
purpose, shall, in so far as permitted by law, be as valid and as binding as
though ratified by every stockholder of the Corporation.
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(3) 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 Corporation or of any corporation for which he
served as such at the request of the Corporation, shall be indemnified by the
Corporation 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 herefrom. 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 statues of the State of New York; provided, however, that if such amount
is paid otherwise than pursuant to court order or action by the stockholders,
the Corporation 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.
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IN WITNESS WHEREOF, we have signed this Restated Certificate of
Incorporation on the 30th day of May, 1995, and we affirm the contents therein
as true under penalties of perjury.
/s/ Bernard L. Schwartz /s/ Michael B. Targoff
Bernard L. Schwartz Michael B. Targoff
Chairman Secretary
