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UNITED STATES
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): November 23, 2005
Loral Space & Communications Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-14180 87-0748324
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
600 Third Avenue 10016
New York, New York
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 697-1105
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
On November 21, 2005 (the "Effective Date"), the Fourth Amended Joint
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as modified (the
"Plan") of Loral Space & Communications Ltd., a Bermuda company ("Old Loral"),
and certain of its subsidiaries (the "Debtor Subsidiaries" and, collectively
with Old Loral, the "Debtors") became effective under chapter 11 ("Chapter 11")
of the United States Bankruptcy Code (the "Bankruptcy Code"). Pursuant to the
Plan, on the Effective Date, (1) Old Loral transferred its assets and
liabilities not discharged in the Chapter 11 cases to Loral Space &
Communications Inc., a Delaware corporation and successor registrant to Old
Loral under the Securities Exchange Act of 1934, as amended ("New Loral"), and
its subsidiaries, and (2) the Debtors underwent certain restructuring
transactions contemplated by the Plan and thereupon emerged from Chapter 11 of
the Bankruptcy Code. The dissolution of Old Loral and Loral Licensing Ltd., a
Bermuda company, under Bermuda law will be effected pursuant to winding up
orders issued by the Supreme Court of Bermuda as soon as practicable after the
Effective Date.
Information regarding the Plan is contained in the Form 8-K filed by
Old Loral on August 5, 2005, which is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
ELECTION OF DIRECTORS
On November 23, 2005, the following persons were nominated and elected
to New Loral's Board of Directors, as contemplated by the Plan: Sai S.
Devabhaktuni, Hal Goldstein, and Mark H. Rachesky.
The following is biographical information regarding the new members of
New Loral's Board of Directors:
Mark H. Rachesky, M.D., 46--Dr. Rachesky is a co-founder and the
President of MHR Fund Management LLC and affiliates, investment managers of
various private investment funds that invest in distressed and deeply
undervalued middle-market companies. Dr. Rachesky currently serves on the board
of directors of Leap Wireless International, Inc., where he also serves as
Non-Executive Chairman of the Board, Neose Technologies, Inc., Novadel Pharma
Inc. and Emisphere Technologies, Inc. Dr. Rachesky holds an M.B.A. from the
Stanford University School of Business, an M.D. from the Stanford University
School of Medicine, and a B.A. from the University of Pennsylvania.
Hal Goldstein, 39--Mr. Goldstein is a co-founder and managing principal
of MHR Fund Management LLC and affiliates, investment managers of various
private investment funds that invest in distressed and deeply undervalued
middle-market companies. Mr. Goldstein serves on the board of directors of GF
Health Products, Inc. Mr. Goldstein holds a J.D. from the Benjamin N. Cardozo
School of Law and a B.A. from Yeshiva University.
Sai S. Devabhaktuni, 34--Mr. Devabhaktuni is a managing principal of
MHR Fund Management LLC and affiliates, investment managers of various private
investment funds that invest in distressed and deeply undervalued middle-market
companies. Mr. Devabhaktuni holds a B.S. from the Wharton School of the
University of Pennsylvania.
COMMITTEE PARTICIPATION
The following directors will be members of the Audit Committee of New
Loral's Board of Directors: John D. Harkey, Jr., Arthur L. Simon and Michael B.
Targoff.
The following directors will be members of the Nominating Committee of
New Loral's Board of Directors: Hal Goldstein, John D. Harkey, Jr., and Robert
B. Hodes.
The following directors will be members of the Compensation Committee
of New Loral's Board of Directors: Robert B. Hodes, Mark H. Rachesky, and
Michael B. Targoff.
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The following directors will be members of the Executive Committee of
New Loral's Board of Directors: Mark H. Rachesky, Bernard L. Schwartz and
Michael B. Targoff.
ITEM 8.01 OTHER EVENTS
On November 23, 2005, the Board established the Audit Committee of the
Board. The Audit Committee has overall responsibility for reviewing the
procedures, results and scope of New Loral's internal accounting and reporting
practices and independent audits. The Committee must also prepare the report
that SEC rules require be included in New Loral's annual proxy statement. The
Board appointed John D. Harkey, Jr., Arthur L. Simon and Michael B. Targoff to
serve as members of the Audit Committee with John D. Harkey, Jr. as Chairman of
the Audit Committee. The Board also approved and adopted an Audit Committee
Charter, a copy of which is attached hereto as Exhibit 99.2.
On November 23, 2005, the Board established the Compensation Committee
of the Board. The Compensation Committee has overall responsibility for
approving and evaluating the compensation and stock incentive plans, policies
and programs of New Loral for officers and other senior executives of the
company. The Board appointed Robert B. Hodes, Mark H. Rachesky, and Michael B.
Targoff to serve as members of the Compensation Committee with Mark H. Rachesky
as Chairman of the Compensation Committee. The Board also approved and adopted a
Compensation Committee Charter, a copy of which is attached hereto as Exhibit
99.3.
On November 23, 2005, the Board established the Nominating Committee of
the Board. The Nominating Committee has overall responsibility to assist the
Board in (i) identifying individuals qualified to become members of the Board
(consistent with criteria approved by the Board) and (ii) selecting, or
recommending that the Board select, the director nominees for the next annual
meeting of stockholders. The Board appointed Hal Goldstein, John D. Harkey, Jr.,
and Robert B. Hodes to serve as members of the Nominating Committee with Hal
Goldstein as Chairman of the Nominating Committee. The Board also approved and
adopted a Nominating Committee Charter, a copy of which is attached hereto as
Exhibit 99.4.
On November 23, 2005, the Board established the Executive Committee of
the Board. The Executive Committee shall consult with and advise the officers of
New Loral in the management of its business. The Board appointed Mark H.
Rachesky, Bernard L. Schwartz and Michael B. Targoff to serve as members of the
Executive Committee, with Michael B. Targoff as Chairman of the Executive
Committee.
On November 23, 2005, the Board adopted a code of conduct in order to
codify its baseline standards of conduct to be adhered to by all employees,
officers, and directors of New Loral, a copy of which is attached hereto as
Exhibit 99.5.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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99.2 Audit Committee Charter
99.3 Compensation Committee Charter
99.4 Nominating Committee Charter
99.5 Code of Conduct
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Loral Space & Communications Inc.
November 23, 2005 By: /s/ Avi Katz
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Name: Avi Katz
Title: Vice President, General Counsel and
Secretary
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Exhibit Index
Exhibit No. Description
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99.2 Audit Committee Charter
99.3 Compensation Committee Charter
99.4 Nominating Committee Charter
99.5 Code of Conduct
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