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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1999
REGISTRATION NO. 333-83239
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C>
GLOBALSTAR TELECOMMUNICATIONS GLOBALSTAR, L.P.
LIMITED GLOBALSTAR CAPITAL CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
BERMUDA DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION) (STATE OR OTHER JURISDICTION OF INCORPORATION)
13-3759824
13-3795510 13-3876323
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
CEDAR HOUSE, 41 CEDAR AVENUE 3200 ZANKER ROAD
HAMILTON, HM12, BERMUDA SAN JOSE, CALIFORNIA 95134
(441) 295-2244 (408) 933-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES) PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
ERIC J. ZAHLER, ESQ.
C/O LORAL SPACECOM 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)
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WITH COPIES TO:
BRUCE R. KRAUS, ESQ.
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019-6099
(212) 728-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses payable by the
Registrants in connection with this offering, other than underwriting discounts
and commissions. All the amounts shown are estimates, except the SEC
registration fee:
<TABLE>
<S> <C>
SEC registration fee........................................ $139,000
Transfer agent and registration fee......................... $ 5,000
Printing fees............................................... $ 10,000
Legal fees and expenses..................................... $ 15,000
Accounting fees and expenses................................ $ 5,000
Miscellaneous fees and expenses............................. $ 1,500
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Total............................................. $175,500
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Bermuda law permits a company to indemnify its directors and officers,
except for any act of fraud or dishonesty. GTL has provided in its Bye-Laws that
its directors and officers will be indemnified out of the funds of GTL against
all civil liabilities, loss, damage or expense (including defending any
proceedings in specified circumstances) incurred or suffered, other than to the
extent such indemnity would be void under Bermuda law.
Bermuda law also permits GTL 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.
GTL has entered into indemnification agreements with its officers and
directors. To the extent permitted by law, the indemnification agreements may
require GTL, among other things, to indemnify such officers and directors
against 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.
GTL maintains a directors' and officers' liability insurance policy.
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Globalstar Capital, which is a Delaware corporation, is empowered by the
Delaware General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed action,
suit or proceeding in which such person is made a party by reason of his being
or having been a director, officer, employee or agent of Globalstar Capital. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Certificate of Incorporation and by-laws of Globalstar Capital
provide for indemnification of the directors and officers of such entities to
the full extent permitted by the Delaware General Corporation Law.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
empowers Globalstar to indemnify and hold harmless any partner or other person
from and against any and all claims and demands whatsoever.
Globalstar has agreed to indemnify its partners, the partners in LQSS and
LQP, their respective affiliates and all of their respective officers,
directors, partners, controlling shareholders, employees, and agents (each an
"Indemnitee") from and against any and all losses and liabilities arising out of
or incidental to the business of Globalstar so long as such Indemnitee's conduct
did not constitute actual fraud, gross negligence, knowing breach of specific
provisions of the Globalstar partnership agreement or willful or wanton
misconduct. The Globalstar partnership agreement further provides that LQSS,
GTL, the partners in LQSS and LQP, their respective affiliates and all of their
respective officers, directors, partners, controlling shareholders, employees
and agents (each a "General Partner Person") will not be liable to Globalstar or
the limited partners for any losses sustained or liabilities incurred as a
result of any act or omission of a General Partner Person, if such person or
entity acted in good faith and in a manner it or he reasonably believed to be
in, or not opposed to, the best interest of Globalstar and the conduct did not
constitute gross negligence or non-performance. LQSS and GTL, as applicable,
will indemnify the limited partners for losses and liabilities resulting from
conduct of their respective General Partner Person that is found to have
constituted bad faith, gross negligence or non-performance.
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ITEM 16. EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<S> <C>
1.1** Form of Underwriting Agreement for Debt Securities
1.2** Form of Underwriting Agreement for Equity Securities
4.1** Form of Preferred Stock Annex to Bye-Laws of Globalstar
Telecommunications Limited
4.2** Form of Senior Indenture
4.3** Form of Subordinated Indenture
4.4** Form of Secured Indenture
4.5** Form of Senior Debt Security
4.6** Form of Subordinated Debt Security
4.7** Form of Secured Debt Security
4.8** Form of Warrant Agreement tp purchase GTL Common Stock
5.1** Opinion of Appleby, Spurling & Kempe.
5.2+ Opinion of Willkie Farr & Gallagher
12* Statement Regarding Computation of Ratios
23.1+ Consent of Deloitte & Touche LLP.
23.2** Consent of Appleby, Spurling & Kempe (included in their
opinion filed as Exhibit 5.1).
23.3+ Consent of Willkie Farr & Gallagher (included in their
opinion filed as Exhibit 5.2)
25.1** Form of Statement of Eligibility of Senior Trustee on Form
T-1
25.2** Form of Statement of Eligibility of Subordinated Trustee on
Form T-1
25.3** Form of Statement of Eligibility of Secured Trustee on Form
T-1
</TABLE>
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+ Previously filed.
* Incorporated by reference from GTL's and Globalstar, L.P.'s Annual Report on
Form 10-K for the year ended December 31, 1998 and the Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1999.
** To be filed by amendment or incorporated by reference to the extent
applicable in connection with an offering.
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ITEM 17. UNDERTAKINGS
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
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registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under item 15 above, or
otherwise, the registrants have been advised that in the opinion of the SEC,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of the registrants 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 registrants 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
(GLOBALSTAR TELECOMMUNICATIONS LIMITED)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 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 JULY 20, 1999.
GLOBALSTAR TELECOMMUNICA-
TIONS LIMITED
By /s/ ERIC J. ZAHLER
--------------------------------------
Eric J. Zahler
Vice President
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF
GLOBALSTAR TELECOMMUNICATIONS LIMITED IN THE CAPACITIES AND ON THE DATES
INDICATED.
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Chairman of the Board, President July 20, 1999
- --------------------------------------------------- and Chief Executive Officer
Bernard L. Schwartz (Principal Executive Officer)
* Vice Chairman of the Board and July 20, 1999
- --------------------------------------------------- Director
Gregory J. Clark
* Senior Vice President and July 20, 1999
- --------------------------------------------------- Director
Michael P. DeBlasio
Director July 20, 1999
- ---------------------------------------------------
Douglas G. Dwyre
* Director July 20, 1999
- ---------------------------------------------------
Sir Ronald Grierson
* Director July 20, 1999
- ---------------------------------------------------
Robert B. Hodes
* Director July 20, 1999
- ---------------------------------------------------
E. John Peett
</TABLE>
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<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
Director July 20, 1999
- ---------------------------------------------------
Michael B. Targoff
* Director July 20, 1999
- ---------------------------------------------------
A. Robert Towbin
* Vice President and Chief July 20, 1999
- --------------------------------------------------- Financial Officer (Principal
Richard J. Townsend Financial Officer)
* Vice President and Controller July 20, 1999
- --------------------------------------------------- (Principal Accounting Officer)
Harvey B. Rein
*By: /s/ ERIC J. ZAHLER
----------------------------------------------
Attorney-in-Fact
</TABLE>
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SIGNATURES
(GLOBALSTAR, L.P.)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 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 JULY 20, 1999.
GLOBALSTAR, L.P.
By: Loral/QUALCOMM Satellite
Services, L.P.,
its General Partner
By: Loral/QUALCOMM Partnership, L.P.,
its General Partner
By: Loral General Partner, Inc.,
its General Partner
By /s/ ERIC J. ZAHLER
----------------------------------------
Eric J. Zahler
Senior Vice President
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF
LORAL GENERAL PARTNER, INC., THE CORPORATE GENERAL PARTNER OF LORAL/QUALCOMM
PARTNERSHIP, L.P., THE GENERAL PARTNER OF LORAL/QUALCOMM SATELLITE SERVICES,
L.P., THE GENERAL PARTNER OF GLOBALSTAR, L.P., IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Chairman of the Board and July 20, 1999
- --------------------------------------------------- Chief Executive Officer
Bernard L. Schwartz (Principal Executive
Officer)
* President, Chief Operating July 20, 1999
- --------------------------------------------------- Officer and Director
Gregory J. Clark
/s/ ERIC J. ZAHLER Senior Vice President, July 20, 1999
- --------------------------------------------------- Secretary and Director
Eric J. Zahler
* Senior Vice President and July 20, 1999
- --------------------------------------------------- Chief Financial Officer
Richard J. Townsend (Principal Financial
Officer)
* Vice President and July 20, 1999
- --------------------------------------------------- Controller (Principal
Harvey B. Rein Accounting Officer)
*By: /s/ ERIC J. ZAHLER
- ---------------------------------------------------
Attorney-in-Fact
</TABLE>
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SIGNATURES
(GLOBALSTAR CAPITAL CORPORATION)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 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 JULY 20, 1999.
Globalstar Capital Corporation
By /s/ ERIC J. ZAHLER
-----------------------------------
Eric J. Zahler
Senior Vice President
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF
GLOBALSTAR CAPITAL CORPORATION IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Chairman of the Board and July 20, 1999
- --------------------------------------------------- Chief Executive Officer
Bernard L. Schwartz (Principal Executive
Officer)
* President, Chief Operating July 20, 1999
- --------------------------------------------------- Officer and Director
Gregory J. Clark
/s/ ERIC J. ZAHLER Senior Vice President, July 20, 1999
- --------------------------------------------------- Secretary and Director
Eric J. Zahler
* Senior Vice President and July 20, 1999
- --------------------------------------------------- Chief Financial Officer
Richard J. Townsend (Principal Financial
Officer)
* Vice President and July 20, 1999
- --------------------------------------------------- Controller (Principal
Harvey B. Rein Accounting Officer)
By: /s/ ERIC J. ZAHLER
- ---------------------------------------------------
Attorney-in-Fact
</TABLE>
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