<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1997
REGISTRATION NOS. 333- ; 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
--------------------
IRIDIUM WORLD COMMUNICATIONS LTD.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Bermuda 4800 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)
--------------------
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. 20005
(202) 408-3800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
IRIDIUM LLC OPTION PLAN OF 1996
(Full Title of the Plan)
--------------------
F. THOMAS TUTTLE, ESQ.
IRIDIUM LLC
IRIDIUM WORLD COMMUNICATIONS LTD.
1575 EYE STREET, N.W.
WASHINGTON, DC 20005
(202) 408-3800
(Name, address and telephone number, including
area code, of agent for service)
--------------------
Copy to:
DENNIS C. SULLIVAN, ESQ.
SULLIVAN & CROMWELL
1701 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20006
(202) 956-7500
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES BEING REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Class A Common Stock,
par value $.01 per share . . 2,625,000 $48.375 $126,984,375 $38,481
- ---------------------------------------------------------------------------------------------------------------
Class 1 Membership Interests of
Iridium LLC . . . . . . . . 2,625,000 N/A N/A N/A
===============================================================================================================
</TABLE>
(1) This Registration Statement covers (i) up to 2,625,000 shares (the
"Shares") of Class A Common Stock of Iridium World Communications Ltd.
("IWCL"), par value $.01 per share (the "Class A Common Stock"), to be
sold under the Iridium LLC Option Plan of 1996 (the "Plan") and (ii)
up to 2,625,000 Class 1 Membership Interests in Iridium LLC
("Iridium") to be issued to IWCL in connection with the sale of the
Shares.
(2) Pursuant to Rule 457(h), the maximum offering price has been
calculated, solely for the purpose of determining the registration
fee, in accordance with Rule 457(c) based upon the average of the high
and low sales prices of the Class A Common Stock, as quoted on the
Nasdaq National Market, on October 16, 1997.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the Plan covered
by this registration statement as required by Rule 428(b). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by IWCL and Iridium (the
"Registrants") with the Commission are incorporated by reference in this
registration statement.
1. The Prospectus dated June 9, 1997 relating to offering of
shares of Class A Common Stock filed with the Commission on June 10, 1997,
Commission File Nos. 333-23419 and 333-23419-01.
2. All reports filed by the Registrants pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since July 1, 1997.
3. The description of the Class A Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on June 2, 1997
declared effective on June 9, 1997 pursuant to the Exchange Act.
All documents subsequently filed by the Registrants pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein,
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Class A Common Stock registered hereby is being
passed upon by Conyers, Dill and Pearman.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bermuda law permits a company to indemnify its directors and officers,
except for any act of dishonesty. IWCL has provided in its Bye-Laws that the
directors and officers of IWCL will be indemnified and secured harmless to the
full extent permitted by law out of the assets of IWCL
II-1
<PAGE> 4
from and against all actions, costs, charges, losses, damages and expenses
incurred by reason of any act done, concurred in or omitted in or about the
execution of their duties or supposed duties, other than in the case of any
fraud or dishonesty. In addition, IWCL has provided in its Bye-Laws that each
shareholder of IWCL agrees to waive any claim or right o action, individually
or in the right of IWCL against any director or officer of IWCL on account of
any action taken by such director or officer, or the failure of such director
or officer to take any action, in the performance of his duties with or for
IWCL, other than with respect to any matter involving any fraud or dishonesty
on behalf of such director or officer.
Bermuda law also permits IWCL 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.
Pursuant to the 1997 Share Issuance Agreement, dated as of June 9,
1997, between Iridium and IWCL, Iridium has agreed to indemnify IWCL and each
of its officers, directors and employees against any loss, claims, damages or
liabilities to which IWCL or such officers, directors or employees may become
subject except to the extent that any such loss, damage or liability arises out
of or is based upon an intentional act or omission of an indemnified party
which was contrary to any written instruction or request of Iridium or which
amounted to willful misconduct on the part of any officer, director, employee
or agent of IWCL who is not also a full time employee of Iridium.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
4.1 Memorandum of Association of Iridium World Communications Ltd.
(incorporated herein by reference to Exhibit 3.1 of the
Registrants' Registration Statement on Form S-1, filed with the
Commission on June 5, 1997, Commission File Nos. 333-23419 and
333-23419-01).
4.2 Bye-laws of Iridium World Communications Ltd. (incorporated herein
by reference to Exhibit 3.2 of the Registrants' Registration
Statement on Form S-1, filed with the Commission on June 5, 1997,
Commission File Nos. 333-23419 and 333-23419-01).
4.3 Iridium LLC Option Plan of 1996.*
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C>
4.4 Form of Class A Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 of the Registrants' Registration
Statement on Form S-1, filed with the Commission on June 5, 1997,
Commission File Nos. 333-23419 and 333-23419-01).
5.1 Opinion of Conyers, Dill and Pearman as to the validity of the
shares to be issued.*
23.1 Consent of KPMG Peat Marwick LLP.*
24.1 Power of Attorney is included in the signature page of the
registration statement.
</TABLE>
- --------------
* Filed herewith.
ITEM 9. REQUIRED 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
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished
II-3
<PAGE> 6
to the Commission by the registrants pursuant to Section 13 or 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; and
(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 each of the Registrant's annual reports pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the 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 registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the city of Washington, DC on October 15, 1997.
IRIDIUM WORLD COMMUNICATIONS LTD.
By: /s/ EDWARD F. STAIANO
-----------------------------
Chairman and Chief
Executive Officer
II-5
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Edward F. Staiano, Robert
W. Kinzie and F. Thomas Tuttle, acting individually, as his attorney-in-fact
and agent, with full power of substitution, for him in any and all capacities,
to sign the registration statement on Form S-8 of Iridium World Communications
Ltd. and Iridium LLC and any and all amendments thereto under the Securities
Act of 1933, including any and all pre-effective or post-effective amendments,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1993, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ------------------------------- --------------------------------------- -------------------
<S> <C> <C>
/s/ EDWARD F. STAIANO Chairman and Chief Executive Officer October 15, 1997
- -------------------------------
Edward F. Staiano
/s/ ROY GRANT Chief Financial Officer and October 15, 1997
- ------------------------------- Chief Accounting Officer
Roy Grant
/s/ ALBERTO FINOL Deputy Chairman and Director October 15, 1997
- -------------------------------
Alberto Finol
/s/ ULF BOHLA Director October 15, 1997
- -------------------------------
Ulf Bohla
/s/ ROBERT W. KINZIE Director October 15, 1997
- -------------------------------
Robert W. Kinzie
/s/ RICHARD L. LESHER Director October 15, 1997
- -------------------------------
Richard L. Lesher
/s/ WILLIAM A. SCHREYER Director October 15, 1997
- -------------------------------
William A. Schreyer
/s/ YOSHIHARU YASUDA Director October 15, 1997
- -------------------------------
Yoshiharu Yasuda
/s/ ROY GRANT Authorized Representative in October 15, 1997
- ------------------------------- the United States
Roy Grant
</TABLE>
II-6
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act, the 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 registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the city of Washington, DC on October 15, 1997.
IRIDIUM LLC
By: /s/ EDWARD F. STAIANO
-------------------------
Vice Chairman and
Chief Executive Officer
II-7
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Edward F. Staiano, Robert
W. Kinzie and F. Thomas Tuttle, acting individually, as his attorney-in-fact
and agent, with full power of substitution, for him in any and all capacities,
to sign the registration statement on Form S-8 of Iridium World Communications
Ltd. and Iridium LLC and any and all amendments thereto under the Securities
Act of 1933, including any and all pre-effective or post-effective amendments,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- -------------------------------- --------------------------------- ---------------------
<S> <C> <C>
/s/ ROBERT W. KINZIE Chairman October 15, 1997
- --------------------------------
Robert W. Kinzie
/s/ EDWARD F. STAIANO Vice Chairman and Chief October 15, 1997
- -------------------------------- Executive Officer
Edward F. Staiano
/s/ RICHARD L. LESHER Vice Chairman and October 15, 1997
- -------------------------------- Director
Richard L. Lesher
/s/ ROY GRANT Vice President and October 15, 1997
- -------------------------------- Chief Financial Officer
Roy Grant
/s/ ABURIZAL BAKRIE Director October 15, 1997
- --------------------------------
Aburizal Bakrie
/s/ HASAN M. BINLADIN Director October 15, 1997
- --------------------------------
Hasan M. Binladin
/s/ ULF BOHLA Director October 15, 1997
- --------------------------------
Ulf Bohla
/s/ GORDON J. COMERFORD Director October 15, 1997
- --------------------------------
Gordon J. Comerford
/s/ ATILANO DE OMS SOBRINHO Director October 15, 1997
- --------------------------------
Atilano de Oms Sobrinho
</TABLE>
II-8
<PAGE> 11
<TABLE>
<CAPTION>
Name Title Date
- ----------------------------------- ------------------------------ ---------------------
<S> <C> <C>
Director October , 1997
- -----------------------------------
Robert A. Ferchat
/s/ ALBERTO FINOL Director October 15, 1997
- -----------------------------------
Alberto Finol
/s/ EDWARD GAMS Director October 15, 1997
- -----------------------------------
Edward Gams
Director October , 1997
- -----------------------------------
Kazuo Inamori
Director October , 1997
- -----------------------------------
Georg Kellinghusen
Director October , 1997
- -----------------------------------
S. H. Khan
/s/ ANATOLI I. KISELEV Director October 15, 1997
- -----------------------------------
Anatoli I. Kiselev
/s/ GEORGE S. MEDAWAR Director October 15, 1997
- -----------------------------------
George S. Medawar
/s/ JOHN F. MITCHELL Director October 15, 1997
- -----------------------------------
John F. Mitchell
/s/ JUNG L. MOK Director October 15, 1997
- -----------------------------------
Jung L. Mok
/s/ GIUSEPPE MORGANTI Director October 15, 1997
- -----------------------------------
Giuseppe Morganti
/s/ J. MICHAEL NORRIS Director October 15, 1997
- -----------------------------------
J. Michael Norris
Director October , 1997
- -----------------------------------
Yusai Okuyama
/s/ JOHN M. SCANLON Director October 15, 1997
- -----------------------------------
John M. Scanlon
Director October , 1997
- -----------------------------------
Theodore H. Schell
/s/ WILLIAM A. SCHREYER Director October 15, 1997
- -----------------------------------
William A. Schreyer
</TABLE>
II-9
<PAGE> 12
<TABLE>
<CAPTION>
Name Title Date
- ----------------------------------- ------------------------------- ----------------------
<S> <C> <C>
/s/ SRIBHUMI SUKHANETR Director October 15, 1997
- -----------------------------------
Sribhumi Sukhanetr
Director October , 1997
- -----------------------------------
Tao-Tsun Sun
/s/ YOSHIHARU YASUDA Director October 15, 1997
- -----------------------------------
Yoshiharu Yasuda
/s/ WANG MEI YUE Director October 15, 1997
- -----------------------------------
Wang Mei Yue
</TABLE>
II-10
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
4.1 Memorandum of Association of Iridium World Communications Ltd.
(incorporated herein by reference to Exhibit 3.1 of the
Registrants' Registration Statement on Form S-1, filed with the
Commission on June 5, 1997, Commission File Nos. 333-23419 and
333-23419-01).
4.2 Bye-laws of Iridium World Communications Ltd. (incorporated
herein by reference to Exhibit 3.2 of the Registrants'
Registration Statement on Form S-1, filed with the Commission
on June 5, 1997, Commission File Nos. 333-23419 and
333-23419-01).
4.3 Iridium LLC Option Plan of 1996.*
4.4 Form of Class A Common Stock Certificate (incorporated herein
by reference to Exhibit 4.1 of the Registrants'
Registration Statement on Form S-1, filed with the Commission
on June 5, 1997, Commission File Nos. 333-23419 and
333-23419-01).
5.1 Opinion of Conyers, Dill and Pearman as to the validity of the
shares to be issued.*
23.1 Consent of KPMG Peat Marwick LLP.*
24.1 Power of Attorney is included in the signature page of the
registration statement.
</TABLE>
- --------------
* Filed herewith.
II-11
<PAGE> 1
EXHIBIT 4.3
IRIDIUM LLC OPTION PLAN OF 1996
(AS AMENDED AND RESTATED EFFECTIVE JULY 14, 1997)
1. NAME, PURPOSE AND EFFECTIVE DATE
1.1 Name. The name of this plan is the Iridium LLC Option Plan of
1996 (the "Plan").
1.2 Purpose. The purpose of the Plan is to attract and retain the
best available personnel with entrepreneurial qualities for positions of
substantial responsibility and certain other key employees, to promote the
success of Iridium LLC's business, and create a situation where Employees may
receive economic gain from the growth and performance of Iridium LLC. To
accomplish such purpose, the Plan provides a means whereby Employees may
acquire a financial interest in the equity performance of Iridium LLC through
the grant of Options to purchase shares of Iridium World Communications Ltd.
1.3 Effective Date. The Plan was initially effective on January
1, 1996. As initially effective, the Plan provided for the grant of Options
and SARs to purchase Class 1 Membership Interests in Iridium LLC. The Plan
contemplated that appropriate adjustment would be made in the number and kind
of Shares subject to Options and SARs under the Plan, and the price of the
foregoing would be appropriately adjusted, as a result of certain corporate
events affecting such Shares. The Plan further contemplated that, in the event
of a "Public Offering," defined as the registration and issuance on an
established securities exchange of a class of equity securities by Iridium or
by another entity which (1) is a member of Iridium, (2) does not engage in a
trade or business or hold significant assets other than cash and Shares in
Iridium, and does not intend to do so in the future, and (3) acknowledges in
writing that shares of such class of equity securities are available for
purposes of the Plan, then such equity securities shall be substituted for the
Class 1 Membership Interests of Iridium LLC then available for Options and SARs
hereunder.
The Committee has determined that a 75:1 split in the number and price
of the Class 1 Membership Interests in Iridium LLC occurred on May 9, 1997.
The Committee has further determined that Iridium World Communications Ltd.
made an offering of Class A Common Stock on June 13, 1997, which offering
constituted a Public Offering for purposes of the Plan. The Committee has
further determined that, under Section 3.3 of the Plan as then in effect, the
Shares available or subject to Options and SARs under the Plan must be adjusted
to reflect such split in the Class 1 Membership Interests in Iridium, and that
shares of the Class A Common Stock of Iridium World Communications Ltd. must be
substituted for the Class 1 Membership Interests of Iridium LLC available or
subject to Options and SARs under the Plan. The Plan is hereby amended and
restated, effective July 14, 1997, to reflect the above and to make such other
changes as the Board deems appropriate.
- 1 -
<PAGE> 2
2. DEFINITIONS
2.1 General Definitions. The following words and phrases, when
used herein, unless otherwise specifically defined or unless the context
clearly indicates otherwise, shall have the following meanings.
(a) Affiliate means any corporation, partnership, joint
venture or other business entity in which Iridium holds an
ownership interest.
(b) Board means the Board of Directors of Iridium.
(c) Change in Control means the events described in
Section 11.
(d) Code means the Internal Revenue Code of 1986, as
amended, and the regulations promulgated pursuant thereto.
(e) Committee means the Committee appointed by the Board
to administer the Plan.
(f) Directors means members of the Board of Iridium.
(g) Effective Date means January 1, 1996.
(h) Employee means any person, including officers,
employed by Iridium on a full-time basis.
(i) Exchange Act means the Securities Exchange Act of
1934, as amended.
(j) Fair Market Value means, for Shares which are not
publicly traded, the value of such Shares determined for
purposes of the Plan by the Committee, considering the average
price paid or committed to be paid by purchasers, or committed
purchasers, of Shares in any arm's length transactions during
the twelve month period prior to the date of determination.
The Fair Market Value shall also consider the appraised value
per Share determined by any available independent valuation by
an investment banking firm using generally accepted valuation
methods. If Shares are publicly traded, the Fair Market Value
shall be the average of the high and low sale prices of Shares
as reported for the principal market in which the Shares are
traded on a given date, or, in the absence of sales on a given
date, the average of the high and low sale prices (as so
reported) on the last previous day on which a sale occurred
prior to such date.
- 2 -
<PAGE> 3
(k) Iridium means Iridium LLC, a Delaware limited
liability company, or any successor thereto. Prior to July
29, 1996, Iridium was known as Iridium, Inc.
(l) Non-Employee Director means a person described in
Rule 16b-3(b)(3)(i) or any successor definition adopted by the
SEC.
(m) Option means an option to purchase Shares granted to
an Employee.
(n) Option Agreement means the written option agreement
referred to in Section 4.3.
(o) Optionee means an Employee who has been granted an
Option under the Plan.
(p) Plan means the Iridium LLC Option Plan of 1996, as
amended and restated effective July 14, 1997, and all
amendments and supplements thereto.
(q) Plan Year means the calendar year.
(r) Rule 16b-3 means rule 16b-3 promulgated by the SEC,
as amended, or any successor rule in effect from time to time.
(s) SAR means a stock appreciation right.
(t) SEC means the Securities and Exchange Commission.
(u) Share means a share of the Class A Common Stock of
Iridium World Communications Ltd.
2.2 Other Definitions. In addition to the above definitions,
certain words and phrases used in the Plan and any Option Agreement may be
defined elsewhere in the Plan or in such Option Agreement.
3. SHARES SUBJECT TO PLAN
3.1 Number of Shares. The number of Shares for which Options or
SARs may be granted under the Plan shall be 2,625,000 Shares, which amount
reflects the adjustments described in Section 1.3 above, and may be further
adjusted in accordance with Sections 3.2 and 3.3. Shares issued under the Plan
may be either authorized and unissued Shares or issued Shares reacquired by
Iridium World Communications Ltd. Effective on the date of approval of the
Plan
- 3 -
<PAGE> 4
as amended and restated herein, no Employee may receive Options or SARs
relating to more than 562,500 Shares in any Plan Year (as adjusted pursuant to
Section 3.3).
3.2 Reusage. If, prior to the end of the period during which
Options and SARs may be granted under the Plan, an Option or SAR under the Plan
expires or is terminated, surrendered or canceled without having been fully
exercised, in whole or in part, for any reason, the number of Shares subject to
such Option or SAR (or the unexercised, terminated, forfeited or unearned
portion thereof) shall be added to the remaining number of Shares that may be
subject to Options and SARs granted under the Plan.
3.3 Adjustments. If there is any change in the outstanding Shares
by reason of any stock split, stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination, exchange
of shares, or other similar corporate change, the aggregate number and kind of
Shares (or other equity interests) available for Options or SARs, and the
number and kind of Shares (or other equity interests) subject to outstanding
Options or SARs, and the price of each of the foregoing, as applicable, shall
be appropriately adjusted by the Committee, as it deems appropriate, to provide
Optionees with the same relative value and, to the extent possible, rights and
features before and after such adjustment.
4. SHARE OPTIONS
4.1 Grant of Options. The Committee shall have authority to grant
Options to Employees. The Committee shall determine (a) the number of Shares
subject to each Option; (b) the exercise price per Share, as described in
Section 4.2; (c) the term of the Option, which shall not exceed ten (10) years;
(d) the time or times at which the Option may be exercised and the number of
Shares to which such exercise may relate; and (e) all other terms and
conditions of the Option. The Committee may accelerate the exercisability of
any Option, including the waiver or modification of any installment exercise
provisions.
4.2 Exercise Price. The per share exercise price of an Option
shall be the Fair Market Value of a Share subject to the Option on the date of
grant.
4.3 Option Agreement; Conditions of Grant. Options granted to an
Employee shall be evidenced by a written Option Agreement, executed by the
Employee and Iridium, in such form, and containing such terms, conditions and
restrictions, as the Committee shall determine. Such terms, conditions and
restrictions may include, in addition to those set forth in Section 4.1 hereto,
but are not limited to: (a) provision for the forfeiture of all or part of the
Option, or of Shares received upon exercise of the Option, upon the occurrence
or nonoccurrence of specified events, (b) restrictions on the sale, resale or
other disposition of Shares received upon exercise of the Option, (c)
restrictions with respect to the right to vote such Shares, (d) put or call
rights with respect to such Shares, (e) provisions to comply with federal
and/or state securities laws, and/or
- 4 -
<PAGE> 5
(f) other conditions or restrictions deemed appropriate by the Committee.
Option Agreements need not be identical.
4.4 Exercise of Options; Payment.
(a) A vested Option may be exercised by the Optionee as and to the
extent described in the Option Agreement, by submitting to Iridium such form(s)
as are prescribed for such purpose. Iridium may require the surrender of the
Option certificate if one has been issued. No Option shall be exercisable for
less than a minimum of seven hundred and fifty (750) Shares except in cases
where the number of Shares represented by the Option being exercised is less
than seven hundred and fifty (750), in which case, the Option shall not be
exercisable for less than all Shares represented by such Option. No Option may
be exercised after expiration of its stated term.
(b) Payment for Shares purchased upon exercise of an Option shall
be made in full, in cash or by such other manner as may be authorized from time
to time by the Committee, for all Shares purchased at the time. No fractional
Shares may be purchased.
5. STOCK APPRECIATION RIGHTS
5.1 Grants of SARs. SARs may be awarded by the Committee in
connection with any Option granted under the Plan, either on the date of grant
of the Option or thereafter at any time prior to the exercise, termination or
expiration of the Option. SARs shall be subject to such terms, restrictions
and conditions, as described in Article IV with respect to Options, as the
Committee shall determine.
5.2 Exercise of SARs. An SAR shall be exercisable only to the
extent that the related Option is exercisable and shall be exercisable only for
such period as the Committee may determine (which period may expire prior to
the expiration date of the related Option). Upon the exercise of all or a
portion of an SAR, the related Option shall be canceled with respect to an
equal number of Shares. An SAR shall entitle the Optionee to surrender to
Iridium unexercised the related Option, or any portion thereof to the extent
then vested, and to receive from Iridium in exchange therefor that number of
Shares having an aggregate Fair Market Value equal to (a) the excess of (1) the
Fair Market Value of one Share as of the date the SAR is exercised over (2) the
Option exercise price per Share specified in the Option Agreement, multiplied
by (b) the number of Shares subject to the Option, or portion thereof, which is
surrendered. Cash shall be delivered in lieu of any fractional shares.
5.3. Settlement of SARs. As soon as is reasonably practicable
after the exercise of an SAR, but subject to Section 13.1, Iridium shall (a)
issue, in the name of the Optionee, certificates representing the total number
of full Shares to which the Optionee is entitled pursuant to Section
- 5 -
<PAGE> 6
5.2 above and cash in an amount equal to the Fair Market Value, as of the date
of exercise, of any resulting fractional shares, and (b) if the Committee
causes Iridium to settle all or part of its obligations arising out of the
exercise of the SAR in cash pursuant to Section 5.4, deliver to the Optionee an
amount in cash equal to the Fair Market Value, as of the date of exercise, of
the Shares it would otherwise be obligated to deliver.
5.4 Cash Settlement. The Committee, in its discretion, may cause
Iridium to settle all or any part of its obligation arising out of the exercise
of an SAR by the payment of cash in lieu of all or part of the Shares it would
otherwise be obligated to deliver in an amount equal to the Fair Market Value
of such Shares on the date of exercise. Such settlement shall be net of any
required withholding taxes.
5.5 Cancellation of SARs. Upon the exercise of all or a portion
of a Option, the related SAR, if any, shall be canceled with respect to an
equal number of Shares.
6. ELIGIBILITY
Subject to the terms and conditions of the Plan, the Committee may,
from time to time, designate one or more active Employees to receive a grant of
Options and/or SARs under the Plan. In making its determinations. the
Committee shall consider the nature of the services rendered by such
individuals; their past, present and expected future contributions to Iridium;
and such other factors as the Committee, in its sole and absolute discretion,
shall determine.
7. ADMINISTRATION
7.1 Committee. The Board shall appoint a Committee to administer
the Plan on behalf of the Board, subject to such terms and conditions as the
Board may prescribe. Once appointed, the Committee shall continue to serve
until otherwise directed by the Board. Effective on the date of approval of
the Plan as amended and restated herein, the Committee shall consist of the
Compensation Committee of the Board. From time to time, the Board may increase
the size of the Committee and appoint additional members thereof, remove
members (with or without cause) and appoint new members in substitution
therefor, fill vacancies however caused, and remove all members of the
Committee and thereafter directly administer the Plan. References to the
Committee hereunder shall include the Board where appropriate.
7.2 Authority. Subject to the terms of the Plan, the Committee
shall have complete power and authority to:
(a) determine the Employees to whom Options or SARs are
granted, the amounts to be granted and the time of all such
grants;
- 6 -
<PAGE> 7
(b) determine the terms, conditions and provisions of,
and restrictions relating to, each Option and SAR granted;
(c) administer, interpret and construe the Plan and the
Option and SAR Agreements;
(d) prescribe, amend (subject to Sections 8, 9 and 10)
and revoke rules and regulations relating to the Plan;
(e) maintain accounts, records and ledgers relating to
the Plan;
(f) maintain records concerning its decisions and
proceedings;
(g) employ agents, attorneys, accountants or other
persons for such purposes as the Committee considers necessary
or desirable; and
(h) do and perform all acts which it may deem necessary
or appropriate for the administration of the Plan and carry
out the purposes of the Plan.
7.3 Determinations. All determinations of the Committee shall be
final, binding and conclusive upon all persons, including Iridium and Optionees
and their respective legal representatives, successors in interest and
permitted assigns and upon all other persons claiming by, through, under or
against any of them. The Committee's determinations under the Plan, including
without limitation, determinations as to the persons to receive awards and the
terms and provisions of such awards and of the agreements evidencing the same,
need not be uniform and may be made by the Committee selectively among persons
who receive or are eligible to receive awards under the Plan, whether or not
such persons are similarly situated.
8. AMENDMENT
Except as hereinafter provided, and except as may be required for
compliance with Rule 16b-3 and Section 162(m) of the Code, the Board or the
Committee shall have the right and power to amend the Plan at any time and from
time to time. Neither the Board nor the Committee may amend the Plan in a
manner which would impair or adversely affect the rights of the holder of an
Option or SAR without the holder's consent. If the Code or any other
applicable statute, rule or regulation, including, but not limited to, those of
any securities exchange, requires shareholder approval with respect to the Plan
or any type of Plan amendment, then to the extent so required, shareholder
approval shall be obtained.
- 7 -
<PAGE> 8
9. TERM AND TERMINATION
9.1 Term. The Plan shall commence as of the Effective Date and,
subject to the terms of the Plan, shall continue in full force and effect until
five (5) years from the Effective Date, unless sooner terminated by the Board.
9.2 Termination. The Plan may be terminated at any time by the
Board. Termination shall not in any manner impair or adversely affect any
Option Agreement outstanding at the time of termination.
10. MODIFICATION OR TERMINATION
10.1 General. Subject to the provisions of Section 10.2, the
amendment or termination of the Plan shall not impair or adversely affect any
Option Agreement granted prior to such amendment or termination.
10.2 Committee's Right. Any Option or SAR may be converted,
modified, forfeited or canceled, in whole or in part, by the Committee if and
to the extent permitted in the Plan or applicable Option Agreement or with the
consent of the Optionee to whom such Option or SAR was granted.
11. CHANGE IN CONTROL
11.1 Option Vesting and Payment. Upon the occurrence of a Change
in Control, each Option or SAR outstanding on the date on which the Change in
Control occurs shall immediately become One Hundred percent (100%) vested, and
Iridium shall purchase any or all such Options or SARs for an immediate
lump-sum cash payment equal to the product of (a) the excess, if any, of the
higher of (1) the Fair Market Value of Shares on the date immediately prior to
the date of payment, or (2) the highest per Share price actually paid in
connection with the Change in Control, over the per Share exercise price of
each such Option held, and (b) the number of Shares covered by each such Option
or SAR.
11.2 Change in Control. A Change in Control shall mean a sale at
any given time by one or more members of Iridium of a total of fifty percent
(50%) or more of the then outstanding Class 1 Membership Interests of Iridium
to a third party or parties who are not holders of Class 1 Membership Interests
of Iridium and are not affiliated with such members, and following which the
members of the Board prior to the sale cease to constitute a majority of the
Board. A change in the form of the Company, whether through merger or
otherwise, shall, however, not be a Change in Control.
- 8 -
<PAGE> 9
12. TRANSFER OF OPTIONS
An Option or SAR shall not be transferable by an Optionee other than
by operation of a death beneficiary designation made by the Optionee in
accordance with rules established by the Committee, or by will or the
applicable laws of descent and distribution, and shall be exercisable during
the Optionee's lifetime only by him or her or by his or her guardian or legal
representative if the Optionee is legally incompetent. No Option or SAR shall
be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of an Option
or SAR, or levy of attachment or similar process upon the Option or SAR not
specifically permitted herein shall be null and void and without effect.
13. GENERAL
13.1 Tax Withholding. At the time Iridium is required to withhold
any Federal Insurance Contribution Act ("FICA") tax and/or any federal, state
or local tax of any kind with respect to the exercise of any Option, the
Optionee shall pay to Iridium the amount of any such FICA, federal, state or
local tax or taxes required to be withheld. The obligations of Iridium under
the Plan shall be conditional on payment of all withholding taxes, and Iridium
shall have the right to deduct any such taxes from any payment of any kind
under the Plan or otherwise due to the Optionee
13.2 Compliance With Legal Requirements. Anything in the Plan to
the contrary notwithstanding: (a) Iridium may, if it shall determine it
necessary or desirable for any reason, at the time of award of any Option or
SAR or the issuance of any Shares, require the Optionee, as a condition to the
receipt thereof or to the receipt of Shares issued pursuant thereto, to deliver
to Iridium a written representation of present intention to acquire the Option
or SAR, or the Shares issued pursuant thereto, for his or her own account for
investment and not for distribution; and (b) if at any time Iridium further
determines that the listing, registration or qualification (or any updating of
any such document) of any Option or SAR, or the Shares issuable pursuant
thereto, is necessary on any securities exchange or under any federal or state
securities or blue sky law, or that the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the grant of any Option or SAR, or the issuance of Shares pursuant
thereto, such Option or SAR shall not be granted or such Shares shall not be
issued, as the case may be, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to Iridium. In addition,
Iridium may terminate any Option or SAR, or terminate, condition, restrict or
limit the issuance or delivery of any Shares, if it determines that such Option
or delivery violates any applicable laws, regulations or rules, including but
not limited to those of any stock exchange or Rule 16b-3.
- 9 -
<PAGE> 10
13.3 Indemnification and Exculpation. Each person who is or shall
have been a member of the Board or of the Committee shall be indemnified and
held harmless by Iridium against and from any and all loss, cost, liability or
expense that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit or proceeding to
which such person may be a party or in which such person may be involved by
reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by such person in settlement thereof (with
Iridium's written approval) or paid by such person in satisfaction of a
judgment in any such action, suit, or proceeding, except a judgment based upon
a finding of such person's bad faith; subject, however, to the condition that
upon the institution of any claim, action, suit or proceeding against such
person, such person shall in writing give Iridium an opportunity, at its own
expense, to participate in, and to the extent it may wish, to assume the
defense thereof before such person undertakes to handle it on such person's own
behalf. The foregoing right of indemnification shall not be exclusive of any
other right to which such person may be entitled as a matter of law, under the
Delaware Limited Liability Company Act, the Certificate of Incorporation or
By-Laws of Iridium or otherwise, or any power that Iridium may have to
indemnify such person or hold such person harmless. Each member of the Board
or of the Committee, and each Employee of Iridium shall be fully justified in
relying or acting upon any information furnished on behalf of Iridium by any
person or persons other than himself or herself in connection with the
administration of the Plan. In no event shall any person who is or shall have
been a member of the Board or of the Committee, or an Employee of Iridium, be
liable for any determination made or other action taken or any omission to act
in reliance upon any such information, or for any action taken (including the
furnishing of information) or any failure to act, if in good faith.
13.4 Headings. The headings of the sections and subsections of the
Plan are for convenience of reference only and shall not be used to construe
any provision of the Plan.
13.5 Governing Law. The Plan shall be governed by, and construed
and administered in accordance with the laws of the State of Delaware except to
the extent that any federal law otherwise controls.
13.6 Employment Rights. Nothing in the Plan or in any grant of any
Option shall restrict the right of Iridium to terminate the employment of any
Optionee at any time, with or without cause, or to increase or decrease the
compensation of any Optionee.
13.7 Rights as a Shareholder. No Employee shall have any right or
privileges as a Shareholder unless and until certificates for Shares are
issuable to him or her.
13.8 Leaves of Absence and Disability. The Committee shall be
entitled to make such rules, regulations and determinations as it deems
appropriate under the Plan in respect of any leave of absence taken by or
disability of any Employee. Without limiting the generality of the
- 10 -
<PAGE> 11
foregoing, the Committee shall be entitled to determine (a) whether or not any
such leaves of absence shall constitute a termination of employment within the
meaning of the Plan, and (b) the impact, if any, of any such leave of absence
on awards under the Plan theretofore made to any Employee who takes such leave
of absence.
13.9 Notices. Every direction, revocation or notice authorized or
required by the Plan shall be deemed delivered to Iridium or the Committee (a)
on the date it is personally delivered to the Secretary of Iridium its
principal executive offices or (b) three (3) business days after it is sent by
registered or certified mail, postage prepaid, addressed to the Secretary at
such offices; and shall be deemed delivered to an Employee (a) on the date it
is personally delivered to him or her or (b) three (3) business days after it
is sent by registered or certified mail, postage prepaid, addressed to him or
her at the last address shown for him or her on the records of Iridium.
- 11 -
<PAGE> 1
EXHIBIT 5.1
17 October, 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 Iridium World Communications
Ltd. (the "Company") in connection with the registration of 2,625,000 shares of
Class A Common Stock in the Company (the "Common Stock") reserved for issuance
under the Iridium LLC Stock Option Plan of 1996 (the "Option Plan"), which is
being filed as an exhibit to the Company's registration statement on Form S-8
filed with the U.S. Securities and Exchange Commission (the "Commission") on
17th October, 1997, which is hereinafter defined as the "Form S-8
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
amendments thereto filed by the Company with the Commission on April 18th,
1997, April 25th, 1997, May 9th, 1997, May 13th, 1997 and June 5th, 1997 (the
"Registration Statement", which term does not include any exhibits incorporated
by reference into the Registration Statement).
For the purposes of giving this opinion, we have examined and relied upon a
copy of the Form S-8 Registration Statement being filed by the Company under
the Securities Act of 1993, as amended (the "Securities Act"), with the
Commission on 17th October, 1997.
<PAGE> 2
Iridium World Communications, Ltd.
Page 2
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 correctness, accuracy and completeness of all factual
representations made in the Form S-8 Registration Statement and in the
other documents which we have reviewed; and
(iii) 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 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 as 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 2,625,000 shares of Common Stock covered by the Form S-8
Registration Statement 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 the Option Plan 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).
<PAGE> 3
Iridium World Communications, Ltd.
Page 3
We consent to the filing of this opinion with the Commission as an exhibit to
the Form S-8 Registration Statement. We also consent to the reference to us
under the caption "Interests of Named Experts and Counsel" in the Form S-8
Registration Statement.
Yours faithfully
/s/ CONYERS, DILL & PEARMAN
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 incorporated herein by reference, which
reports appear in the Prospectus dated June 9, 1997 relating to the offering of
shares of Class A Common Stock filed with the Commission on June 10, 1997,
Commission File Nos. 333-23419 and 333-23419-01.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
McLean, Virginia
October 17, 1997
