As filed with the Securities and Exchange Commission on April 17, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LORAL SPACE & COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
Bermuda 13-3867424
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, New York 10016
(212) 697-1105
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
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Loral Space & Communications Ltd.
2000 Stock Option Plan
(Full title of the plan)
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Avi Katz, 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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Copies to
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee
----------------------- ------------------ -------------------- --------------------- --------------------
Common Shares, $0.01
par value per share 27,000,000 $1.34 $36,180,000 $9,045
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(1) This Registration Statement covers 27,000,000 shares authorized to be offered and sold pursuant to the
Loral Space & Communications Ltd. 2000 Stock Option Plan (the "Plan"). In addition, this Registration
Statement covers an indeterminable number of additional shares as may hereafter be offered or issued,
pursuant to the Plan, to prevent dilution resulting from stock splits, stock dividends or similar
transactions effected without the receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the
Securities Act of 1933 (the "Securities Act") based upon the average of the high and low sales prices
of the Common Shares as reported by the New York Stock Exchange on April 9, 2001.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Loral Space & Communications Ltd., a Bermuda company (the
"Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company's Current Reports on Form 8-K, filed on January 22, 2001
and February 22, 2001, respectively, pursuant to the Exchange Act; and
(c) The description of the common stock of the Company, $0.01 par value
per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 10, File No. 1-14180, as amended by
Amendment Nos. 1, 2 and 3 filed on January 24, 1996, March 12, 1996,
March 27, 1996 and April 12, 1996, respectively, pursuant to the
Exchange Act (the "Form 10").
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission (provided, however,
that the information referred to in item 402(a)(8) of Regulation S-K of the
Commission shall not be deemed specifically incorporated by reference herein)
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock to be registered herein is being
passed upon by Appleby, Spurling & Kempe.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bermuda law permits a company to indemnify its directors and officers,
except for any act of fraud or dishonesty. The Company has provided in its
Bye-Laws that its directors and officers will be indemnified and held harmless
against any expenses, judgments, fines, settlements and other amounts incurred
by reason of any act or omission in the discharge of their duty, other than in
the case of fraud or dishonesty.
Bermuda law and the Bye-Laws of the Company also permit the Company to
purchase insurance for the benefit of its directors and officers against any
liability incurred by them for failure to exercise the requisite care, diligence
and skill in the exercise of their powers and the discharge of their duties, or
indemnifying them in respect of any loss arising or liability incurred by them
by reason of negligence, default, breach of duty or breach of trust.
The Company has entered into indemnification agreements with its officers
and directors. To the extent permitted by law, the indemnification agreements
may require the Company, among other things, to indemnify such officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as a
result of any proceedings against them as to which they could be indemnified.
The Registrant maintains a directors' and officers' liability insurance
policy.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
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4 Rights Agreement dated March 27, 1996 between the Company and the Bank
of New York, Rights Agent (incorporated by reference to the Form 10).
5 Opinion of Appleby, Spurling & Kempe as to the validity of the shares
to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Appleby Spurling & Kempe (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page herein).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 17th day of April, 2001.
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Avi Katz
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Avi Katz
Vice President, General
Counsel and Secretary
Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Avi Katz, their true and lawful
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Bernard L. Schwartz Chairman of the Board and Chief Executive April 17, 2001
----------------------------- Officer (principal executive officer)
Bernard L. Schwartz
/s/ Howard Gittis Director April 17, 2001
-----------------------------
Howard Gittis
/s/ Robert B. Hodes Director April 17, 2001
-----------------------------
Robert B. Hodes
/s/ Gershon Kekst Director April 17, 2001
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Gershon Kekst
/s/ Charles Lazarus Director April 17, 2001
-----------------------------
Charles Lazarus
/s/ Malvin A. Ruderman Director April 17, 2001
-----------------------------
Malvin A. Ruderman
/s/ E. Donald Shapiro Director April 17, 2001
-----------------------------
E. Donald Shapiro
/s/ Arthur L. Simon Director April 17, 2001
-----------------------------
Arthur L. Simon
/s/ Daniel Yankelovich Director April 17, 2001
-----------------------------
Daniel Yankelovich
April 17, 2001
/s/ Richard J. Townsend Senior Vice President and Chief Financial
----------------------------- Officer (principal financial officer)
Richard J. Townsend
April 17, 2001
/s/ Harvey Rein Vice President and Controller (principal
----------------------------- accounting officer)
Harvey Rein
INDEX TO EXHIBITS
Exhibit No.
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5 Opinion of Appleby Spurling & Kempe as to the validity of the shares
to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Appleby Spurling & Kempe (contained in Exhibit 5).
24 Powers of Attorney (included on signature page).