SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 18, 2001
LORAL CYBERSTAR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22085 52-1564318
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2440 Research Boulevard
Suite 400
Rockville, Maryland 20850 20850
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (301) 258-8101
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ITEM 5. OTHER EVENTS.
On November 23, 2001, Loral CyberStar, Inc., a Delaware corporation ("Loral
CyberStar"), commenced an exchange offer and consent solicitation for
approximately $927 million aggregate principal amount of its issued and
outstanding 11-1/4% Senior Notes due 2007 (the "Senior Notes") and 12-1/2%
Senior Discount Notes due 2007 (the "Senior Discount Notes").
The exchange offer and consent solicitation will expire at midnight, New York
City time, on Thursday, December 20, 2001, unless extended or terminated.
Under the terms of the offer, holders of the Senior Notes and Senior Discount
Notes would receive in total up to $675 million principal amount of new Loral
CyberStar 10% Senior Notes due July 15, 2006, (the "New Notes") which will be
guaranteed by Loral Space & Communications Ltd., a Bermuda corporation ("Loral
Space"), together with five-year warrants to purchase up to approximately 6.7
million shares of Loral Space's common stock (less than two percent of
outstanding Loral Space shares) at 110 percent of the market price of Loral
Space stock calculated over the ten consecutive trading days preceding the
second trading day before the closing of the exchange offer. A copy of the form
of indenture related to the New Notes is filed as an exhibit to this filing and
is incorporated herein by reference.
For additional information about the exchange offer please contact the
information agent, Morrow & Co., Inc., at the following numbers: for banks &
brokerage firms call: 800-654-2468, for U.S. noteholders call: 800-607-0088 and
for international noteholders call collect: 212-754-8000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Form of Indenture by and among Loral CyberStar, certain of its
subsidiaries, Loral Space and Bankers Trust Company, as
trustee, with form of 10% Senior Notes due 2006, included
therein. (1)
(1) This exhibit No. 99.1 amends and supersedes exhibit No. 4.7 to
Amendment No. 1 to the Registration Statement on Form S-4 of
Loral CyberStar (SEC File No. 333-73600) which was amended and
superseded by exhibit No. 99.1 to Loral CyberStar's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on December 14, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
LORAL CYBERSTAR, INC.
Date: December 18, 2001 By: /s/ Janet T. Yeung
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Name: Janet T. Yeung
Title: Vice President and Assistant
Secretary
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
99.1 Form of Indenture by and among Loral CyberStar, certain of its
subsidiaries, Loral Space and Bankers Trust Company, as
trustee, with form of 10% Senior Notes due 2006, included
therein.(1)
(1) This exhibit No. 99.1 amends and supersedes exhibit No. 4.7 to
Amendment No. 1 to the Registration Statement on Form S-4 of
Loral CyberStar (SEC File No. 333-73600) which was amended and
superseded by exhibit No. 99.1 to Loral CyberStar's Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on December 14, 2001.