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As filed with the Securities and Exchange Commission on June 18, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBALSTAR TELECOMMUNICATIONS LIMITED
(Exact name of registrant as specified in its charter)
Bermuda 13-3795510
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda
(441) 295-2244
(Address, including zip code, and
telephone number, including area
code, of principal executive offices)
Globalstar Telecommunications Limited 1994 Stock Option Plan
(Full title of the plan)
Eric J. Zahler, Esq.
600 Third Avenue
New York, New York 10016
(212) 679-1105
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share (2) price (2) registration fee
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value per share 1,250,000 $31.875 $39,843,750 $12,074
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</TABLE>
(1) This Registration Statement covers 1,250,000 shares authorized to
be sold under the Globalstar Telecommunications Limited 1994
Stock Option Plan (the "Plan").
(2) Estimated solely for calculating the amount of the registration
fee, pursuant to Rule 457(h) under the Securities Act of 1933
(the "Securities Act").
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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 Globalstar Telecommunications Limited, a
Bermuda company (the "Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(c) The Company's Current Reports on Form 8-K, filed on
February 3, 1997, February 25, 1997, April 15, 1997 and May 23, 1997.
(d) The description of the common stock of the Company, par value
$1.00 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A (File No. 0-25456) declared
effective on February 13, 1995 pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
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 to be registered herein is
being passed upon by Appleby, Spurling & Kempe.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bermuda law permits a Company to indemnify its directors and officers,
except for any act of fraud or dishonesty. The Company has provided in its
Bye-Laws that its directors and officers will be indemnified and held harmless
against any expenses, judgments, fines, settlements and other amounts incurred
by reason of any act or omission in the discharge of their duty, other than in
the case of fraud or dishonesty.
Bermuda law and the Bye-Laws of the Company also permit the Company to
purchase insurance for the benefit of its directors and officers against any
liability incurred by them for the failure to exercise the requisite care,
diligence and skill in the exercise of their powers and the discharge of their
duties, or indemnifying them in respect of any loss arising or liability
incurred by them by reason of negligence, default, breach of duty or breach of
trust.
The Company has entered into indemnification agreements with its
officers and directors. To the extent permitted by law, the indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors (other than liabilities arising from
willful misconduct of a culpable nature) and to advance their expenses incurred
as a result of any proceedings against them as to which they could be
indemnified.
The Company maintains a directors' and officers' liability insurance
policy.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
4.1 Memorandum of Association (incorporated by reference to the
Company's Registration Statement on Form S-1 (No. 33-86808)
(the "Form S-1").
4.2 Bye-Laws of the Company (incorporated by reference to the
Form S-1).
5 Opinion of Appleby, Spurling & Kempe as to the validity of
the shares to be issued.
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23.1 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (reference is made to the signature page
herein).
Item 9. UNDERTAKINGS
1. The undersigned registrant 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.
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2. The undersigned registrant 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
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 10th day of June,
1997.
GLOBALSTAR TELECOMMUNICATIONS LIMITED
By: /s/ Michael B. Targoff
Michael B. Targoff
President and Chief
Operating Officer
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Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Bernard L. Schwartz, Michael B. Targoff,
Michael P. DeBlasio, Eric J. Zahler and Harvey B. Rein, and each of them, as the
true and lawful attorneys-in-fact for the undersigned, in any and all
capacities, with full power of substitution, to sign any and all amendments to
this Registration Statement (including post-effective amendments), and to file
the same with exhibits thereto and other documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or either of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Bernard L. Schwartz Chairman of the Board and Chief Executive Officer June 10, 1997
Bernard L. Schwartz (Principal Executive Officer)
/s/ Michael B. Targoff President, Chief Operating Officer and Director June 10, 1997
Michael B. Targoff
/s/ Michael P. DeBlasio Senior Vice President, Chief Financial Officer June 10, 1997
Michael P. DeBlasio and Director (Principal Financial Officer)
/s/ Robert B. Hodes Director June 3, 1997
Robert B. Hodes
/s/ Ronald Grierson Director June 5, 1997
Sir Ronald Grierson
/s/ E. John Peett Director June 11, 1997
E. John Peett
/s/ A. Robert Towbin Director June 11, 1997
A. Robert Towbin
/s/ Harvey B. Rein Vice President and Controller (Principal June 10, 1997
Harvey B. Rein Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Appleby, Spurling & Kempe as to the
validity of the shares to be issued.
23.1 Consent of Appleby, Spurling & Kempe (contained
in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (reference is made to the
signature page herein).
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[LETTERHEAD OF APPLEBY, SPURLING & KEMPE]
Your Ref:
Our Ref: ASM/rt
17 June, 1997
Globalstar Telecommunications
Limited
Cedar House
41 Cedar Avenue
Hamilton HM 12
BERMUDA
Ladies and Gentlemen:
Re: Form S-8 Registration Statement
We have acted as Bermuda legal advisers to Globalstar
Telecommunications Limited, a Bermuda company (the "Company"), in connection
with the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about 17 June, 1997 in connection with the registration under
the Securities Act of 1933, as amended, by the Company of 1,250,000 Common
Shares of par value $1.00 each to be sold in accordance with the terms of the
Company's 1994 Stock Option Plan (the "Share Plan").
We have examined such documents, certificates and records and have made
such investigations as we have deemed necessary or appropriate in order to give
the opinion herein expressed.
In rendering this opinion, we do not express any opinion as to the laws
of any jurisdiction other than the laws of Bermuda.
In our opinion, the Company has duly authorised the issuance of the
Common Shares to be sold by the Company pursuant to the Share Plan and, when
issued and paid for in accordance with the terms of the Share Plan, will be
fully paid and not subject to any further calls.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours faithfully,
APPLEBY, SPURLING & KEMPE
/s/ Appleby, Spurling & Kempe
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EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration
Statement of Globalstar Telecommunications Limited on Form S-8 of our reports
dated February 24, 1997 appearing in the Annual Report on Form 10-K of
Globalstar Telecommunications Limited for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
San Jose, California
June 16, 1997
