As filed with the Securities and Exchange Commission on May 25, 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
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(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
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(Address, including zip code, and telephone number, including area code,
of principal executive offices)
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The Loral Savings Plan
(Full title of the plan)
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Avi Katz, Esq.
Loral SpaceCom Corporation
600 Third Avenue
New York, New York 10016
(212) 697-1105
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(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, NY 10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered (1) share (2) price (2) registration fee
------------------------ ---------------- -------------------- -------------------- ------------------
Common Shares, $0.01
par value per share 15,000,000 $2.95 $44,250,000.00 $11,062.50
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(1) This Registration Statement covers 15,000,000 shares authorized to be sold under the Loral Savings
Plan (the "Savings Plan"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Savings Plan.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under
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 May 21, 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, filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, filed pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K, filed on January 22,
2001, February 22, 2001 and May 25, 2001, respectively, pursuant to the
Exchange Act;
(d) The description of the common stock of the Company, $0.01 par
value per share, 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"); and
(e) The Company's Registration Statements on Form S-8 (Registration
Nos. 333-14863 and 333-49922) filed on October 25, 1996 and November 14,
2000, respectively.
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 8. EXHIBITS
Exhibit No.
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5 Opinion of Appleby Spurling & Kempe as to the validity of
the shares to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Appleby Spurling & Kempe (contained in Exhibit
5).
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 23rd day of May, 2001.
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Avi Katz
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Avi Katz
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act, the administrative
Committee of the Loral Savings Plan 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 23rd day of May, 2001.
LORAL SAVINGS PLAN
By: /s/ Mandy Capogrossi
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Mandy Capogrossi
(a member of the Savings Plan's
administrative Committee)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signatures Title Date
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/s/ Bernard L. Schwartz Chairman of the Board and May 23, 2001
----------------------------- Chief Executive Officer
Bernard L. Schwartz (Principal Executive Officer)
Director May __, 2001
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Howard Gittis
/s/ Robert B. Hodes Director May 23, 2001
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Robert B. Hodes
/s/ Gershon Kekst Director May 23, 2001
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Gershon Kekst
/s/ Charles Lazarus Director May 23, 2001
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Charles Lazarus
/s/ Malvin A. Ruderman Director May 23, 2001
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Malvin A. Ruderman
/s/ E. Donald Shapiro Director May 23, 2001
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E. Donald Shapiro
/s/ Arthur L. Simon Director May 23, 2001
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Arthur L. Simon
/s/ Daniel Yankelovich Director May 23, 2001
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Daniel Yankelovich
/s/ Richard J. Townsend Senior Vice President and Chief May 23, 2001
----------------------------- Financial Officer
Richard J. Townsend (Principal Financial Officer)
/s/ Harvey B. Rein Vice President and Controller May 23, 2001
----------------------------- (Principal Accounting Officer)
Harvey B. 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).