As filed with the Securities and Exchange Commission on November 17, 1999
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) 697-1105
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered (1) offering price aggregate offering registration
be registered per share (2) price (2) fee
- -------------- --------------- ----------------- ------------------ ------------
Common Stock,
$1.00 par
value per
share 2,500,000 $25.8125 $64,531,250 $17,939.69
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(1) This Registration Statement covers 2,500,000 shares of Common Stock
authorized to be issued under the Globalstar Telecommunications Limited 1994
Stock Option 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 (the
"Securities Act").
<PAGE>
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, 1998;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(c) The Company's Current Reports on Form 8-K, filed on January 8,
1999, January 22, 1999 and August 6, 1999;
(d) The Company's Registration Statement on Form S-8 (Registration
Number 333-29447), filed on June 18, 1997; and
(e) 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 8. EXHIBITS
Exhibit No.
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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).
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23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (reference is made to the signature page herein).
<PAGE>
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 17th day of November, 1999.
GLOBALSTAR TELECOMMUNICATIONS LIMITED
By: /s/ Eric J. Zahler
------------------------------
Eric J. Zahler
Vice President and Secretary
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POWER OF ATTORNEY
Each of the undersigned officers and directors of Globalstar
Telecommunications Limited hereby severally constitutes and appoints Bernard L.
Schwartz, Eric J. Zahler, Michael P. DeBlasio, Nicholas C. Moren, Richard J.
Townsend, Avi Katz and Harvey B. Rein, and each of them as the attorneys-in-fact
for the undersigned, in any and all capacities, with full power of substitution,
to sign a Registration Statement on Form S-8 covering an additional 2,500,000
shares of Common Stock issuable under the 1994 Stock Option Plan of Globalstar
Telecommunications Limited and any and all pre- or post-effective amendments to
such Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933 and any and all pre- or post-effective amendments thereto, and to file the
same with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange 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 each said attorney-in-fact, or either of them, may lawfully
do or cause to be done by virtue hereof.
Signatures Title Date
---------- ----- ----
/s/ Bernard L. Schwartz Chairman of the Board November 10, 1999
- ----------------------- and Chief Executive Officer
Bernard L. Schwartz (Principal Executive Officer)
/s/ Michael P. DeBlasio Director November 10, 1999
- -----------------------
Michael P. DeBlasio
/s/ Douglas G. Dwyre Director November 2, 1999
- --------------------
Douglas G. Dwyre
/s/ Ronald Grierson Director November 10, 1999
- -------------------
Sir Ronald Grierson
/s/ Robert B. Hodes Director November 10, 1999
- -------------------
Robert B. Hodes
/s/ E. John Peett Director November 10, 1999
- -----------------
E. John Peett
/s/ Michael B. Targoff Director November 10, 1999
- ----------------------
Michael B. Targoff
/s/ A. Robert Towbin Director November 10, 1999
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A. Robert Towbin
/s/ Richard J. Townsend Vice President and November 4, 1999
- ----------------------- Chief Financial Officer
Richard J. Townsend (Principal Financial Officer)
<PAGE>
/s/ Harvey B. Rein Vice President and Controller November 10, 1999
- ------------------ (Principal Accounting
Harvey B. Rein Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
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).
<PAGE>
[LETTERHEAD OF APPLEBY SPURLING & KEMPE]
17 November, 1999
Globalstar Telecommunications Limited
Cedar House
41 Cedar Avenue
Hamilton HM 12
BERMUDA
Ladies and Gentlemen:
Registration Statement on Form S-8
- ----------------------------------
We have acted as attorneys in Bermuda for Globalstar Telecommunications Limited,
a Bermuda limited liability company (the "Company") in connection with its
filing with the United States Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") with respect
to a total of 2,500,000 of the Company's common shares US$1.00 par value per
share (the "Shares") to be issued in accordance with the terms of the Company's
1994 Stock Option Plan (the "Share Plan").
For the purposes of this opinion we have examined and relied upon the documents
listed (which, in some cases, are also defined) in the Schedule to this opinion
(the "Documents").
Assumptions
- -----------
We have assumed:
(i) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have a material effect on any of the opinions
herein expressed;
(ii) the genuineness of all signatures on the documents which we have examined;
(iii) the authenticity, accuracy and completeness of all documents submitted
to us as originals and the conformity to authentic original documents,
of all documents produced to us as certified, conformed, notarised or
photostatic copies;
<PAGE>
(iv) that all representations and factual statements appearing in the
Registration Statement, the Share Plan and the Board Resolutions are
true, accurate and complete in all material respects;
(v) that any awards granted under the Share Plan will be in consideration
of the receipt by the Company prior to the issue of Shares pursuant
thereto of either cash or services at least equal to the par value of
such Shares;
(vi) that the Resolutions are in full force and effect and have not been
rescinded, either in whole or in part, and accurately record the
resolutions passed by the Board of Directors and the Executive Committee
of the Company at meetings held on 26 May, 1995 and 15 November, 1999,
respectively;
(vii) that when filed with the Securities and Exchange Commission, the
Registration Statement will not differ in any material respect from the
draft which we have examined; and
(viii)that the information disclosed by the Searches has not been materially
altered and that the Searches did not fail to disclose any material
information which had been delivered for filing or registration, but
was not disclosed or did not appear on the public file at the time of
the Searches.
Opinion
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Based upon and subject to the foregoing, and subject to the reservations
mentioned below and to any matters not disclosed to us, we are of the opinion
that: -
(1) The Company has been duly incorporated as a limited liability company
and is validly existing and in good standing under the laws of Bermuda
and has all requisite corporate power and authority to issue the
Shares.
(2) When duly issued pursuant to the Board Resolutions and the Share Plan
all necessary action required to be taken by the Company pursuant to
Bermuda law will have been taken by or on behalf of the Company and all
the necessary authorisations and approvals of Governmental authorities
in Bermuda have been duly obtained for the issue by the Company of the
Shares.
(3) When duly issued and paid for in accordance with the Board Resolutions
and the Share Plan, the Shares will be validly issued, fully paid and
nonassessable shares in the capital of the Company.
<PAGE>
(4) There are no taxes, duties or other charges payable to or chargeable by
the Government of Bermuda, or any authority or agency thereof, in
respect of the issue of the Shares.
Reservations
- ------------
We have the following reservations: -
(a) We express no opinion as to any other law other than Bermuda law and none
of the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion is
limited to Bermuda law as applied by the Courts of Bermuda as at the
date hereof.
(b) In paragraph (1) above, the term "good standing" means that the Company
has neither failed to make any filing with any Bermuda governmental
authority nor to pay any Bermuda government fee or tax, which might make
it liable to be struck off the Registrar of Companies and thereby cease
to exist under the laws of Bermuda.
(c) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully paid shares of the Company and subject to any
contrary provision in any agreement in writing between the Company and
the member holding such shares, that no such member shall be bound by
an alteration in the Memorandum of Association, or Bye-Laws of the
Company after the date on which he became a member, if and so far as the
alteration requires him to take, or subscribe for additional shares, or
in any way increases his liability to contribute to the shares capital
of, or otherwise to pay money to, the Company.
Disclosure
- ----------
This opinion is addressed to you in connection with the registration of the
Shares with the Securities and Exchange Commission solely for your benefit and
is neither to be transmitted to any other person, nor relied upon by any other
person or for any other purpose nor quoted or referred to in any public document
nor filed with any governmental agency or person, without our prior written
consent, except as may be required by law or regulatory authority. Further, this
opinion speaks as of its date and is strictly limited to the matter stated
herein.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
This opinion is to be governed by and construed in accordance with the laws of
Bermuda.
Yours faithfully,
APPLEBY SPURLING & KEMPE
/s/ Appleby Spurling & Kempe
<PAGE>
SCHEDULE
--------
(1) Registration Statement draft dated 17 November 1999;
(2) a copy of Share Plan;
(3) the Certificate of Incorporation, Memorandum of Association and Bye-Laws of
the Company (collectively referred to as the "Constitutional Documents");
(4) a copy of the Minutes of the Meeting of the Board of Directors of the
Company adopted on 26 May, 1995 (the "Board Resolutions");
(5) a certified copy of excerpts of resolutions of the meeting of the Executive
Committee of the Board of Directors of the Company adopted on 15 November, 1999
(the "Executive Committee Resolutions");
The Board Resolutions and the Executive Committee Resolutions are together
referred to as the "Resolutions".
(5) a copy of the permissions dated 17 November, 1999 given by the Bermuda
Monetary Authority under the Exchange Control Act (1972) and related regulations
for the issue of a total of 2,500,000 common shares of the Company;
(6) an Officers Certificate dated as of today's date and signed by Avi Katz, a
Director of the Company (the "Certificate");
(7) a Certificate of Compliance, dated 17 November, 1999 issued by the Ministry
of Finance in relation to the Company; and
(8) the entries and filings shown in respect of the Company on the file of the
Company maintained in the Register of Companies at the office of the Registrar
of Companies in Hamilton, Bermuda, and the entries and filings shown in the
Supreme Court Causes Book maintained at the Registry of the Supreme Court in
Hamilton, Bermuda, as revealed by searches conducted on 17 November, 1999
(collectively referred to as the "Searches").
<PAGE>
EXHIBIT 23.1
(CONTAINED IN EXHIBIT 5)
<PAGE>
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
16, 1999, on the consolidated financial statements of Globalstar, L.P. and the
financial statements of Globalstar Telecommunications Limited, appearing in the
Annual Report on Form 10-K of Globalstar Telecommunications Limited and
Globalstar, L.P. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
San Jose, California
November 12, 1999
<PAGE>
EXHIBIT 24
(REFERENCE IS MADE TO THE SIGNATURE PAGE HEREIN)
