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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1998
REGISTRATION NO. 333-51133
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LORAL SPACE & COMMUNICATIONS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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BERMUDA 13-3867424
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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 REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ERIC J. ZAHLER, ESQ.
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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WITH COPIES TO:
BRUCE R. KRAUS, ESQ. ROBERT ROSENMAN, ESQ.
WILLKIE FARR & GALLAGHER CRAVATH, SWAINE & MOORE
787 SEVENTH AVENUE WORLDWIDE PLAZA
NEW YORK, NEW YORK 10019-6099 825 EIGHTH AVENUE
(212) 728-8000 NEW YORK, NEW YORK 10079
(212) 474-1000
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APPROXIMATE DATE OF THE COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses payable by the
Registrant in connection with this offering, other than underwriting discounts
and commissions. All the amounts shown are estimates, except the SEC
registration fee:
SEC registration fee........................................ $169,201
NASD fee.................................................... 30,500
NYSE listing fee............................................ 25,650
Printing fees............................................... 250,000
Legal fees and expenses..................................... 200,000
Accounting fees and expenses................................ 20,000
Miscellaneous fees and expenses............................. 4,649
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Total............................................. $700,000
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ITEM 15. 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 Registrant 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 Registrant also permit the Registrant
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.
The Registrant intends to enter into indemnification agreements with its
officers and directors. To the extent permitted by law, the indemnification
agreements may require the Registrant, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors (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 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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1.1 -- Underwriting Agreement (for the U.S. offering)
1.2 -- Underwriting Agreement (for the International Offering)
4.1* -- Memorandum of Association
4.2* -- Second Amended and Restated Bye-Laws
5*** -- Opinion of Appleby, Spurling & Kempe
8.1*** -- Opinion of Appleby, Spurling & Kempe
8.2*** -- Opinion of Willkie Farr & Gallagher
10.1*** -- Purchase Agreement, dated as of May 20, 1998, between Loral
and certain limited partners of Globalstar
10.2*** -- Purchase Agreement, dated as of June 9, 1998, between Loral
and Dasa Globalstar Limited Partner, Inc.
23.1*** -- Consent of Deloitte & Touche LLP
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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23.2*** -- Consent of Ernst & Young LLP
23.3*** -- Consent of Price Waterhouse
23.4*** -- Consent of Appleby, Spurling & Kempe (included in their
opinion filed as Exhibit 5 and 8.1)
23.5*** -- Consent of Willkie Farr & Gallagher (included in their
opinion filed as Exhibit 8.2)
24*** -- Powers of Attorney
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* Incorporated by reference to Loral's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (File No. 1-14180).
*** Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the provisions described under item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant 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 registrant 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 3 TO
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 JUNE 23, 1998.
LORAL SPACE & COMMUNICATIONS LTD.
BY: *
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BERNARD L. SCHWARTZ
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE
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* Chairman of the Board and Chief
- ------------------------------------------------ Executive Officer (Principal
Bernard L. Schwartz Executive Officer) June 23, 1998
Director
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Howard Gittis
* Director
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Robert B. Hodes June 23, 1998
* Director
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Gershon Kekst June 23, 1998
* Director
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Charles Lazarus June 23, 1998
* Director
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Malvin A. Ruderman June 23, 1998
* Director
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E. Donald Shapiro June 23, 1998
* Director
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Arthur L. Simon June 23, 1998
* Director
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Daniel Yankelovich June 23, 1998
* First Senior Vice President and
- ------------------------------------------------ Chief Financial Officer
Michael P. DeBlasio (Principal Financial Officer) June 23, 1998
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NAME TITLE DATE
---- ----- ----
* Vice President and Controller
- ------------------------------------------------ (Principal Accounting Officer)
Harvey B. Rein June 23, 1998
* By: /s/ ERIC J. ZAHLER
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Attorney-In-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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1.1 -- Underwriting Agreement (for the U.S. Offering)
1.2 -- Underwriting Agreement (for the International Offering)
4.1* -- Memorandum of Association
4.2* -- Second Amended and Restated Bye-Laws
5*** -- Opinion of Appleby, Spurling & Kempe
8.1*** -- Opinion of Appleby, Spurling & Kempe
8.2*** -- Opinion of Willkie Farr & Gallagher
10.1*** -- Purchase Agreement, dated as of May 20, 1998, between Loral
and certain limited partners of Globalstar
10.2*** -- Purchase Agreement, dated as of June 20, 1998, between Loral
and Dasa Globalstar Limited Partner, Inc.
23.1*** -- Consent of Deloitte & Touche LLP
23.2*** -- Consent of Ernst & Young LLP
23.3*** -- Consent of Price Waterhouse
23.4*** -- Consent of Appleby, Spurling & Kempe (included in their
opinion filed as Exhibit 5)
23.5*** -- Consent of Willkie Farr & Gallagher (included in their
opinion filed as Exhibit 8.2)
24*** -- Powers of Attorney
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* Incorporated by reference to Loral's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (File No. 1-14180).
*** Previously filed.