As filed with the Securities and Exchange Commission on April 8, 2002
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
David K. Boston, 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 10,000,000 $2.09 $20,900,000 $1,922.80
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(1) This Registration Statement covers 10,000,000 additional 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 1, 2002.
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, 2001, 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 7, 2002,
January 9, 2002, January 10, 2002 and February 27, 2002, respectively,
pursuant to the Exchange Act;
(c) The Company's Registration Statement on Form S-8 (Registration Number
333-59084) filed on April 17, 2001; and
(d) 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.
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 (Loral).
23.1(a) Consent of Deloitte & Touche LLP (Globalstar).
23.2 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
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 5th day of April, 2002.
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 Eric J. Zahler, Richard J. Townsend, Avi
Katz, Richard Mastoloni, Harvey B. Rein and Janet T. Yeung, and each of them
(with full power to each of them to act alone), their true and lawful
attorneys-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 attorneys-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 each 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 below 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 Officer April 3, 2002
------------------------- (Principal Executive Officer)
Bernard L. Schwartz
/s/ Eric J. Zahler Director, President and Chief Operating Officer April 3, 2002
-------------------------
Eric J. Zahler
/s/ Howard Gittis Director April 3, 2002
-------------------------
Howard Gittis
/s/ Robert B. Hodes Director April 3, 2002
-------------------------
Robert B. Hodes
/s/ Gershon Kekst Director April 3, 2002
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Gershon Kekst
/s/ Charles Lazarus Director April 3, 2002
-------------------------
Charles Lazarus
/s/ Sally Minard Director April 1, 2002
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Sally Minard
/s/ Malvin A. Ruderman Director April 5, 2002
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Malvin A. Ruderman
/s/ E. Donald Shapiro Director April 3, 2002
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E. Donald Shapiro
/s/ Arthur L. Simon Director April 3, 2002
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Arthur L. Simon
Director April _, 2002
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Daniel Yankelovich
/s/ Richard J. Townsend Senior Vice President and Chief Financial Officer April 3, 2002
------------------------- (Principal Financial Officer)
Richard J. Townsend
/s/ Harvey B. Rein Vice President and Controller (Principal April 3, 2002
------------------------- 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 (Loral).
23.1(a) Consent of Deloitte & Touche LLP (Globalstar).
23.2 Consent of Appleby, Spurling & Kempe (contained in Exhibit 5).
24 Powers of Attorney (included on signature page).