Registration No. 333-12317
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PANAMSAT INTERNATIONAL SYSTEMS, INC.*
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1407851
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Pickwick Plaza, Greenwich, Connecticut 06830
(Address of Principal Executive Offices) (Zip Code)
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PanAmSat Corporation Long-Term
Stock Investment Plan
(Full Title of the Plan)
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James W. Cuminale Copy to:
Senior Vice President and Secretary David M. Wilf, Esq.
PANAMSAT INTERNATIONAL SYSTEMS, INC. CHADBOURNE & PARKE LLP
One Pickwick Plaza 30 Rockefeller Plaza
Greenwich, CT 06830 New York, New York 10112
(Name and Address of Agent for Service)
Telephone number, including area code, of agent for service: (203) 622-6664
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Withdrawing Securities from Registration
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* PanAmSat International Systems, Inc. ("Old PanAmSat" or the "Registrant") was
known as "PanAmSat Corporation" until May 16, 1997, when it became a
wholly-owned subsidiary of PanAmSat Corporation ("New PanAmSat") as a
consequence of the combination of Old PanAmSat and the commercial satellite
business of Hughes Communications, Inc.
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WITHDRAWAL OF SECURITIES FROM REGISTRATION
On May 16, 1997, PAS Merger Corp., a wholly-owned subsidiary of New
PanAmSat, merged with and into Old PanAmSat (the "Merger") as part of the
combination of Old PanAmSat and the commercial satellite business of Hughes
Communications, Inc. As a result of the Merger, the Long-Term Stock Investment
Plan of Old PanAmSat (the "Plan") was terminated and New PanAmSat became the
owner of all of the outstanding shares of common stock, par value $0.01 per
share (the "Common Stock"), of Old PanAmSat.
Old PanAmSat, by this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-8 (Registration No. 333-12317), withdraws from
registration under the Securities Act of 1933, as amended, the shares of Common
Stock that were issuable under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
24.1 Power of Attorney authorizing certain persons to sign
this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 on behalf of
certain officers and directors of the Registrant
(incorporated herein by reference to Exhibit 24.1 to
the Registration Statement on Form S-8 (Registration
No. 333-12317)).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Greenwich, State of
Connecticut, on this 31st day of December, 1997.
PANAMSAT INTERNATIONAL SYSTEMS, INC.
By /s/James W. Cuminale
James W. Cuminale
Senior Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on this 31st day of December,
1997.
Signature Title
/s/Frederick A. Landman* President and Director (Principal
Frederick A. Landman Executive Officer)
/s/Kenneth N. Heintz Chief Financial Officer and Director
Kenneth N. Heintz (Principal Financial and Accounting Officer)
/s/Lourdes Saralegui* Director
Lourdes Saralegui
/s/James W. Cuminale Director
James W. Cuminale
/s/Carl A. Brown Director
Carl A. Brown
*By: /s/James W. Cuminale
(James W. Cuminale,
Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit
24.1 Power of Attorney authorizing certain persons to sign this
Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 on behalf of certain officers and directors of the Registrant
(incorporated herein by reference to Exhibit 24.1 to the Registration
Statement on Form S-8 (Registration No. 333-12317)).
