As filed with the Securities and Exchange Commission on November 20, 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
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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
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(Address, including zip 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
(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, NY 10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities to Amount to be offering price offering registration
be registered registered(1) per share (2) price (2) fee
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Common Shares,
$0.01 par value 15,000,000 $.43 $6,450,000 $593.40
per share
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(1) This Registration Statement covers an additional 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 November 14, 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, filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002, June 30, 2002 and September 30, 2002, filed pursuant
to the Exchange Act;
(c) The Company's Current Reports on Form 8-K, filed on January 7,
2002, January 9, 2002, January 10, 2002, February 27, 2002, April 8, 2002,
June 6, 2002, August 6, 2002, August 27, 2002, September 24, 2002,
September 25, 2002, and October 15, 2002, respectively, pursuant to the
Exchange Act;
(d) The Savings Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 2001, filed pursuant to the Exchange Act;
(e) 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
(f) The Company's Registration Statements on Form S-8 (Registration
Nos. 333-14863, 333-49922 and 333-61724) filed on October 25, 1996,
November 14, 2000 and May 25, 2001, respectively.
In addition, all documents filed by the Company or the Savings Plan 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 Mohler, Nixon & Williams.
23.3 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 13th day of November, 2002.
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 13th day of November, 2002.
LORAL SAVINGS PLAN
By: /s/ Mandy Capogrossi
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Mandy Capogrossi
(a member of the Savings Plan's
administrative Committee)
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 by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Bernard L. Schwartz Chairman of the Board and Chief November 20, 2002
-------------------------- Executive Officer (principal
Bernard L. Schwartz executive officer)
/s/ Eric J. Zahler Director, President and Chief November 13, 2002
-------------------------- Operating Officer
Eric J. Zahler
November 13, 2002
/s/ Howard Gittis Director
--------------------------
Howard Gittis
November 13, 2002
/s/ Robert B. Hodes Director
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Robert B. Hodes
/s/ Gershon Kekst Director November 19, 2002
--------------------------
Gershon Kekst
/s/ Charles Lazarus Director November 13, 2002
--------------------------
Charles Lazarus
/s/ Sally Minard Director November 14, 2002
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Sally Minard
/s/ Malvin A. Ruderman Director November 13, 2002
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Malvin A. Ruderman
/s/ E. Donald Shapiro Director November 13, 2002
--------------------------
E. Donald Shapiro
/s/ Arthur L. Simon Director November 13, 2002
--------------------------
Arthur L. Simon
/s/ Daniel Yankelovich Director November 12, 2002
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Daniel Yankelovich
/s/ Richard J. Townsend Senior Vice President and November 13, 2002
-------------------------- Chief Financial Officer
Richard J. Townsend (principal financial officer)
/s/ Harvey B. Rein Vice President and Controller November 15, 2002
-------------------------- (principal
Harvey B. Rein accounting officer)
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 Mohler, Nixon and Williams.
23.3 Consent of Appleby Spurling & Kempe (contained in Exhibit 5).