<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1997
REGISTRATION NO. 333-
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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IRIDIUM WORLD COMMUNICATIONS LTD.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
BERMUDA 4812 52-2025291
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON HM 11, BERMUDA
(441) 295-5950
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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IRIDIUM LLC
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4800 52-1984342
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
1575 EYE STREET, N.W., WASHINGTON, D.C. 20006
(202) 408-3800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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F. THOMAS TUTTLE, ESQ.
IRIDIUM WORLD COMMUNICATIONS LTD., 1575 EYE STREET, N.W., WASHINGTON, D.C.
20006
(202) 408-3800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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with copies to:
John P. Mead, Esq. Timothy E. Peterson, Esq.
Sullivan & Cromwell Fried, Frank, Harris,
125 Broad Street Shriver & Jacobson
New York, New York 10004 One New York Plaza
(212) 558-4000 New York, New York 10004
(212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, as amended, check the following box. [ ]
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. [X ] 333-23419;
333-23419-01
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 this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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<TABLE>
<CAPTION>
CALCULATION OF ADDITIONAL REGISTRATION FEE
====================================== =========== ================ ================ =============
-------------------------------------- ----------- ---------------- ---------------- -------------
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
--------------------------- ------------- ------------ -------- ----------------
<S> <C> <C> <C> <C>
Shares of Class A Common Stock, par value $.01
per share . . . . . . . . . . . . . . 2,300,000 $ 20.00 $46,000,000 $13,939.40
</TABLE>
(1)Includes 300,000 shares issuable upon exercise of options granted to the
Underwriters to cover over-allotments, if any.
(2)Estimated solely for purposes of determining the registration fee.
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THE REGISTRANTS HEREBY REQUEST THE SECURITIES AND EXCHANGE COMMISSION TO
DECLARE THIS REGISTRATION STATEMENT EFFECTIVE IMMEDIATELY UPON FILING PURSUANT
TO RULE 462 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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<PAGE> 2
INCORPORATION BY REFERENCE
There is incorporated herein by reference the Form S-1 of Iridium World
Communications Ltd. and Iridium LLC (the "Registrants"), Registration Nos.
333-23419 and 333-23419-01, as filed by the Registrants under the Securities
Act of 1933, as amended.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN A PROSPECTUS
<TABLE>
<CAPTION>
EXHIBITS
<S> <C>
5.1 Opinion of Conyers, Dill & Pearman, as to the validity of the Class A Common Stock
8.1 Opinion of Conyers, Dill & Pearman, as to matters of Bermuda tax law
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Conyers, Dill & Pearman (contained in Exhibit 5.1 and Exhibit 8.1)
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Iridium World Communications Ltd., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-1
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Washington, D.C.
on June 9, 1997.
IRIDIUM WORLD COMMUNICATIONS LTD.
By: /s/ ROBERT W. KINZIE
--------------------------------------
Robert W. Kinzie
Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ EDWARD F. STAIANO Chairman and Chief Executive Officer June 9, 1997
- - - -----------------------------------
Edward F. Staiano
/s/ ROY GRANT Chief Financial Officer and Chief June 9, 1997
- - - ----------------------------------- Accounting Officer
Roy Grant
/s/ ALBERTO FINOL Deputy Chairman and Director June 9, 1997
- - - -----------------------------------
Alberto Finol
/s/ ULF BOHLA Director June 9, 1997
- - - -----------------------------------
Ulf Bohla
/s/ ROBERT W. KINZIE Director June 9, 1997
- - - -----------------------------------
Robert W. Kinzie
/s/ YOSHIHARU YASUDA Director June 9, 1997
- - - -----------------------------------
Yoshiharu Yasuda
/s/ ROY GRANT Authorized Representative in the June 9, 1997
- - - ----------------------------------- United States
Roy Grant
</TABLE>
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Iridium LLC, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-1 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, D.C. on June
9, 1997.
IRIDIUM LLC
By: /s/ ROBERT W. KINZIE
----------------------------------
Robert W. Kinzie
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ ROBERT W. KINZIE Chairman June 9, 1997
- - - ------------------------------------------
Robert W. Kinzie
/s/ EDWARD F. STAIANO Vice Chairman and Chief June 9, 1997
- - - ------------------------------------------ Executive Officer
Edward F. Staiano
/s/ ROY GRANT Vice President-Treasurer and June 9, 1997
- - - ------------------------------------------ acting Chief Financial Officer
Roy Grant
/s/ HASAN M. BINLADIN Director June 9, 1997
- - - ------------------------------------------
Hasan M. Binladin
/s/ ULF BOHLA Director June 9, 1997
- - - ------------------------------------------
Ulf Bohla
/s/ GORDON J. COMERFORD Director June 5, 1997
- - - ------------------------------------------
Gordon J. Comerford
Director June , 1997
- - - ------------------------------------------
Atilano de Oms Sobrinho
/s/ ROBERT A. FERCHAT Director June 9, 1997
- - - ------------------------------------------
Robert A. Ferchat
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ ALBERTO FINOL Director June 9, 1997
- - - ------------------------------------------
Alberto Finol
/s/ EDWARD GAMS Director June 9, 1997
- - - ------------------------------------------
Edward Gams
/s/ LUDWIG HOFFMAN Director June 4, 1997
- - - ------------------------------------------
Ludwig Hoffman
/s/ KAZUO INAMORI Director June 9, 1997
- - - ------------------------------------------
Kazuo Inamori
/s/ S. H. KHAN Director June 9, 1997
- - - ------------------------------------------
S. H. Khan
Director June , 1997
- - - ------------------------------------------
Anatoli I. Kiselev
/s/ GEORGE S. MEDAWAR Director June 9, 1997
- - - ------------------------------------------
George S. Medawar
/s/ JOHN F. MITCHELL Director June 4, 1997
- - - ------------------------------------------
John F. Mitchell
/s/ JUNG L. MOK Director June 9, 1997
- - - ------------------------------------------
Jung L. Mok
/s/ GIUSEPPE MORGANTI Director June 6, 1997
- - - ------------------------------------------
Giuseppe Morganti
/s/ J. MICHAEL NORRIS Director June 5, 1997
- - - ------------------------------------------
J. Michael Norris
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <C> <C>
/s/ YUSAI OKUYAMA Director June 9, 1997
- - - ------------------------------------------
Yusai Okuyama
/s/ JOHN M. SCANLON Director June 4, 1997
- - - ------------------------------------------
John M. Scanlon
Director June , 1997
- - - ------------------------------------------
Theodore H. Schell
/s/ SRIBHUMI SUKHANETR Director June 9, 1997
- - - ------------------------------------------
Sribhumi Sukhanetr
/s/ TAO-TSUN SUN Director June 9, 1997
- - - ------------------------------------------
Tao-Tsun Sun
/s/ YOSHIHARU YASUDA Director June 9, 1997
- - - ------------------------------------------
Yoshiharu Yasuda
/s/ WANG MEI YUE Director June 5, 1997
- - - ------------------------------------------
Wang Mei Yue
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[ ], 1997
Iridium World Communications Ltd.
Clarendon House
Church Street
Hamilton HM11
Bermuda
Dear Sirs:
IRIDIUM WORLD COMMUNICATIONS LTD.
We have acted as special Bermuda legal counsel to the Company in connection with
an initial public offering of certain shares of Class A Common Stock in the
Company (the "Common Stock") as described in the U.S. and International
Prospectuses contained in the Company's registration statement on Form S-1
(Registration No. 333-23419) filed with the U.S. Securities and Exchange
Commission (the "Commission" on [ ] June, 1997, which is hereinafter defined as
the "462(b) Registration Statement", which term does not include any exhibits,
documents or schedules incorporated by reference therein other than the
Company's registration statement on Form S-1 registration number 333-23419 and
the amendements thereto and filed by the Company with the Commission on April
18, 1997, April 25, 1997 and May 9, 1997.
For the purposes of giving this opinion, we have examined and relied upon
copies of the following documents:
1. A facsimile copy of a U.S. Purchase Agreement dated [ ],
1997 between the Company, Iridium LLC, a Delaware limited liability
company ("Iridium") and the U.S. Underwriters (such term having herein
the same meaning as therein) (the "U.S. Purchase Agreement");
2. A facsimile copy of a International Purchase Agreement dated [ ],
1997 between the Company, Iridium LLC, a Delaware limited
liability company ("Iridium") and the International Underwriters (such
term having herein the same meaning as therein) (the "International
Purchase Agreement" and together with the U.S. Purchase Agreement the
"Purchase Agreements");
3. The 462(b) Registration Statement filed by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission (the "Commission") on [ ] June,
1997.
<PAGE> 2
4. The final Form of U.S. Prospectus dated [ ], 1997 for use
in connection with the offering of U.S. Securities of the Company
(the "Prospectus").
5. The final Form of International Prospectus dated [ ], 1997
for use in connection with the offering of International Securities
(the "International Prospectus" and together with the U.S. Prospectus
the "Prospectus").
We have also reviewed and have relied upon originals, or copies certified or
otherwise identified to our satisfaction, of the Memorandum of Association and
Bye-Laws of the Company as well as Board minutes and resolutions and Members
minutes and resolutions of the Company. We have also reviewed originals, or
copies certified to our satisfaction, of such corporate records of the Company
and other instruments, certificates of appropriate public officials and
certificates of officers and representatives of the Company and such other
documents and have made such enquiries as to questions of Bermuda law as we
have deemed necessary in order to render the opinions set forth below.
We have assumed:
(i) the genuineness and authenticity of all signatures and the conformity
to the originals of all copies (whether or not certified) of all
documents examined by us and the authenticity and completeness of the
originals from which such copies were taken;
(ii) the capacity, power and authority of each of the parties to the
Purchase Agreements, other than the Company, to enter into and perform
its respective obligations under the Purchase Agreements;
(iii) the due execution of the Purchase Agreements by each of the parties
thereto, other than the Company and the delivery of the Purchase
Agreements by each of the parties thereto;
(iv) the correctness, accuracy and completeness of all factual
representations made in the Purchase Agreements, the 462(b)
Registration Statement and the Prospectuses and in the other documents
which we have reviewed;
<PAGE> 3
(v) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
expressed herein; and
(vi) the validity and binding effect under the laws of the State of New
York (the "Foreign Laws") of the Purchase Agreements in accordance
with their respective terms.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda. Subject is mentioned
below, this opinion is issued solely for your benefit with respect to the
matters referred to herein and is not to be relied upon by any other person,
firm or entity or in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as an
exempted company under the laws of Bermuda and is in good standing
(meaning that it has not failed to make any required filing with any
Bermuda governmental authority or to pay any Bermuda government fee or
tax the failure of which might make it liable to be struck off the
Register of Companies and thereby cease to exist under the laws of
Bermuda) under the laws of Bermuda.
2. The 2,300,000 shares of Common Stock covered by the 462(b) Registration
Statement (including the 300,000 shares of Common Stock issuable
upon exercise of options granted to the U.S. Underwriters and the
International Managers to cover over allotments, if any), have been
duly authorised for issuance and sale and upon sale and delivery by
the Company against payment in full of the consideration as
contemplated by such 462(b) Registration Statement will be duly and
validly issued, fully paid and non-assessable (which term when
used herein shall mean no further sums are required to be paid by the
holders thereof in connection with the issue of such shares).
We consent to the filing of this opinion with the U.S. Securities and Exchange
Commission as an exhibit to the 462(b) Registration Statement. We also consent
to the reference to us under the caption "Legal Matters" in the prospectus
contained in the 462(b) Registration Statement.
Yours faithfully,
CONYERS, DILL & PEARMAN
<PAGE> 1
EXHIBIT 8.1
DCG/vph/307246/d.342438
[ ], 1997
Iridium World Communications Ltd
Clarendon House
Church Street
Hamilton HM 11
Bermuda
Dear Sirs,
IRIDIUM WORLD COMMUNICATIONS LTD. (THE "COMPANY")
We have acted as special Bermuda legal counsel to the Company in connection
with an initial public offering of certain shares of Class A Common Stock in
the Company as described in the U.S. and International Prospectuses contained in
the Company's registration statement on Form S-1 (registration number
333-23419) filed with the U.S. Securities and Exchange Commission (the
"Commission" on [ ] June, 1997 which is hereunder after defined as the
"462(b) Registration Statement", which term does not include any exhibits or
schedules or documents incorporated by reference therein) other than the
The Company's Registartion Statement on Form S-1 registration number 333-23419
and the amendments thereto filed on March 17, 1997 and the amendments thereto
by the Company with the Commission on April 18, 1997, April 25, 1997 and
May 9, 1997.
For the purposes of giving this opinion, we have examined and relied upon the
462(b) Registration Statement and such other documents and made such enquiries
as to questions of law as we have deemed necessary in order to render the
opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies of documents (whether or not
certified), (b) the
<PAGE> 2
accuracy and completeness of all factual representations made in the 462(b)
Registration Statement and other documents reviewed by us, (c) the authority of
all persons signing any documents reviewed by us, (d) that there is no
provision of the law of any jurisdiction, other than Bermuda, which would have
any implication in relation to the opinions expressed herein.
We have made no investigation of and expressed no opinion in relation to the
laws of any jurisdiction other than Bermuda. This opinion is governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda.
On the basis of, and subject to, the foregoing, we are of the opinion that the
statements set forth under the heading "Tax Considerations--Bermuda Law" in so
far as they purport to describe provisions of Bermuda law are accurate in all
material respects.
We hereby consent to the filing of this opinion with the U.S. Securities and
Exchange Commission as an exhibit to the 462(b) Registration Statement. We also
consent to the reference to our firm under the section entitled "Tax
Considerations" in the 462(b) Registration Statement.
Yours faithfully,
CONYERS DILL & PEARMAN
<PAGE> 1
Exhibit 23.1
Accountants' Consent
The Boards of Directors, Members and Stockholders
Iridium LLC and Iridium World Communications Ltd.:
We consent to the use of our reports included herein and to the references to
our firm under the headings "Selected Financial Data" and "Experts" in the
prospectus.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG Peat Marwick LLP
Washington, D.C.
June 4, 1997
