As filed with the Securities and Exchange Commission on February 16, 2006
Registration No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
Hughes Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3871202
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________
11717 Exploration Lane
Germantown, Maryland 20876
(Address of principal executive offices)
HUGHES COMMUNICATIONS, INC. 2006 EQUITY AND INCENTIVE PLAN
(Full title of the plan)
______________
Dean A. Manson
Vice President, General Counsel and Secretary
11717 Exploration Lane
Germantown, Maryland 20876
(301) 428-5500
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
______________
With copies to:
Gregory A. Fernicola, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
CALCULATION OF REGISTRATION FEE
============================= ================== ================== ================== ================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered registered(1) per share(2) offering price fee
- ----------------------------- ------------------ ------------------ ------------------ ----------------
Common stock, par
value $0.001 per share 2,700,000 $8.616 $ 23,264,389.98 $2,489.98
- ----------------------------- ------------------ ------------------ ------------------ ----------------
(1) This registration statement covers any additional shares of common stock
which become issuable under the 2006 Equity and Incentive Plan as a result
of any stock split, stock dividend or similar transactions effected
without the receipt of consideration which results in an increase in the
number of shares of common stock outstanding.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
based on the book value of the common stock as calculated by the
registrant.
EXPLANATORY NOTE
This registration statement registers shares of common stock, par
value $0.001 per share (the "Common Stock"), of Hughes Communications, Inc.
(the "Company") that may be issued and sold under the Hughes Communications,
Inc. 2006 Equity and Incentive Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "SEC") either as
part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference in this registration statement pursuant to
Item 3 of Part II of this registration statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the SEC are incorporated
by reference in this registration statement:
(a) The Company's prospectus, dated February 15, 2006, filed pursuant
to Rule 424(b) under the Securities Act and that contains (i) the consolidated
balance sheet of the Company as of September 30, 2005, and the related
consolidated statements of stockholder's deficit, and cash flows for the period
from inception (June 23, 2005) to September 30, 2005; (ii) the consolidated
balance sheet of SkyTerra Communications, Inc. (the accounting predecessor to
the Company) as of December 31, 2004 and the related consolidated statements of
operations, cashflows and stockholders' equity (deficit) for the year ended
December 31, 2004; and (iii) the combined consolidated balance sheet of Hughes
Network Systems, LLC as of December 31, 2004 and the related combined
consolidated statements of operations, cash flows and changes in owner's equity
for the year ended December 31, 2004;
(b) The description of the Common Stock contained in the Registration
Statement on Form 8-A, dated February 6, 2006, filed with the SEC by the
Company to register such securities under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement, or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference in this registration statement, modifies or supersedes such prior
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document that is or is deemed to be incorporated by
reference in this registration statement modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, New
York, New York.
Item 6. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors to a corporation
or its stockholders for monetary damages for a breach of a fiduciary duty as a
director, except where the director breached his duty of loyalty, failed to act
in good faith, engaged in intentional misconduct or knowingly violated a law,
authorized the payment of a dividend or approved a stock repurchase or
redemption in violation of Delaware corporate law or obtained an improper
personal benefit.
Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify directors, officers, employees
and other agents of such corporation in an action by or in the right of a
corporation under the same conditions against expenses (including attorneys
fees) actually and reasonably incurred by the person in connection with the
defense and settlement of such action or suit, except that no indemnification
is permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation. Where a present or former director or
officer of the corporation is successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to above or in defense of
any claim, issue or matter therein, the corporation must indemnify such person
against the expenses (including attorneys fees) which he or she actually and
reasonably incurred in connection therewith.
Section 174 of the Delaware General Corporation Law provides, among
other things, that a director who willfully or negligently approves of an
unlawful payment of dividends or an unlawful stock purchase or redemption, may
be held liable for such actions. A director who was either absent when the
unlawful actions were approved or dissented at the time, may avoid liability by
causing his or her dissent to such actions to be entered into the books
containing the minutes of the meetings of the board of directors at the time
such action occurred or immediately after such absent director receives notice
of the unlawful acts.
The registrant's Certificate of Incorporation and By-Laws contains
provisions that provide for indemnification of officers and directors and their
heirs and distributees to the full extent permitted by, and in the manner
permissible under, the Delaware General Corporation Law.
As permitted by Section 102(b)7 of the Delaware General Corporation
Law, the registrant's Certificate of Incorporation contains a provision
eliminating the personal liability of a director to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
subject to some exceptions.
The registrant will maintain, at its expense, a policy of insurance
which insures its directors and officers, subject to exclusions and deductions
as are usual in these kinds of insurance policies, against specified
liabilities which may be incurred in those capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No. Description
--- -----------
4.1 Form of Certificate for Common Stock.*
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
99.1 Hughes Communications, Inc. 2006 Equity and Incentive Plan*.
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-130136), as amended.
Such registration statement was originally filed with the SEC on
December 5, 2005.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to the SEC by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 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 Securities Act and will be governed
by the final adjudication of such issue.
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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in City of Germantown, State of Maryland, on February 16,
2006.
HUGHES COMMUNICATIONS, INC.
By: /S/ PRADMAN P. KAUL
----------------------------------
Name: Pradman P. Kaul
Title: Chief Executive Officer and
and President
POWER OF ATTORNEY
Each of the undersigned officers and directors of Hughes
Communications, Inc., a Delaware corporation, hereby constitutes and appoints
Dean A. Manson and Pradman P. Kaul and each of them, severally, as his
attorney-in-fact and agent, with full power of substitution and resubstitution,
in his name and on his behalf, to sign in any and all capacities this
Registration Statement and any and all amendments (including post-effective
amendments) and exhibits to this Registration Statement and any and all
applications and other documents relating thereto, with the Securities and
Exchange Commission, with full power and authority to perform and do any and
all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of
the above-described matters, as fully as each of the undersigned could do if
personally present and acting, hereby ratifying and approving all acts of any
such attorney or substitute.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Director, Chief Executive
/s/ PRADMAN P. KAUL Officer and President February 16, 2006
- ------------------------- (Principal Executive Officer)
Pradman P. Kaul
/s/ GRANT BARBER Chief Financial Officer and
- ------------------------- Executive Vice President February 16, 2006
Grant Barber (Principal Financial Officer)
/s/ JEFFREY A. LEDDY Director February 16, 2006
- -------------------------
Jeffrey A. Leddy
/s/ ANDREW D. AFRICK Director February 16, 2006
- -------------------------
Andrew D. Africk
/s/ AARON J. STONE
- ------------------------- Director February 16, 2006
Aaron J. Stone
/s/ MICHAEL D. WEINER
- ------------------------- Director February 16, 2006
Michael D. Weiner
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
4.1 Form of Certificate for Common Stock.*
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
99.1 Hughes Communications, Inc. 2006 Equity and Incentive Plan*.
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-130136), as amended.
Such registration statement was originally filed with the SEC on
December 5, 2005.