As filed with the Securities and Exchange Commission on May 25, 2007
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 INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0748324
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
600 Third Avenue
New York, New York 10016
(212) 697-1105
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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Loral Space & Communications Inc.
2005 Stock Incentive Plan
(Full title of the plan)
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Avi Katz, Esq.
Vice President and General Counsel
Loral Space & Communications Inc.
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
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee
------------------------- ----------------------- ------------------------ ---------------------- ---------------------
Common Stock, $0.01 par
value per share 1,582,000 $46.15 $73,009,300.00 $2,241.39
========================= ======================= ======================== ====================== =====================
(1) This Registration Statement covers an additional 1,582,000 shares of common
stock, $0.01 par value per share (the "Common Stock"), of Loral Space &
Communications Inc. (the "Company") authorized to be offered and sold
pursuant to the Company's 2005 Stock Incentive Plan, as amended from time
to time (the "Plan"). In addition, this Registration Statement covers an
indeterminable number of additional shares as may hereafter be offered or
issued, pursuant to the Plan, to prevent dilution resulting from stock
splits, stock dividends or similar transactions effected without the
receipt of consideration.
(2) Determined solely for calculating the amount of the registration fee, based
upon the average of the high and low price of the Common Stock on May 23,
2007 on the Nasdaq Stock Market, pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended.
Explanatory Note
This Registration Statement on Form S-8, which incorporates by reference
the Registrant's previous Registration Statement on Form S-8 (Registration No.
333-132795), is being filed by the Registrant solely to register additional
securities issuable pursuant to its 2005 Stock Incentive Plan. Accordingly, this
Registration Statement consists only of those items required by General
Instruction E to Form S-8.
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 Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2007, filed pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K, filed on February 1, 2007,
February 26, 2007, February 28, 2007, March 21, 2007, March 23, 2007
and May 8, 2007, respectively, pursuant to the Exchange Act;
(d) The Company's Registration Statement on Form S-8 (Registration No.
333-132795), filed on March 29, 2006 pursuant to the Securities Act of
1933, as amended (the "Securities Act"); and
(e) The description of the common stock of the Company, $0.01 par value
per share, contained in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2005, filed pursuant to the
Exchange Act.
In addition, all documents filed by the Company 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 by reference in this Registration Statement 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
407(e)(5) of Regulation S-K of the Commission shall not be deemed to be
specifically incorporated by reference herein). Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.
2
Item 8. EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher LLP as to the validity of the
shares to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
3
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 25th day of May,
2007.
LORAL SPACE & COMMUNICATIONS INC.
By: /s/ Avi Katz
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Avi Katz
Vice President, General
Counsel and Secretary
4
Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Michael B. Targoff, Eric J. Zahler, Richard
J. Townsend, Avi Katz, 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 below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael B. Targoff Chief Executive Officer and Vice May 22, 2007
--------------------------- Chairman of the Board (Principal
Michael B. Targoff Executive Officer)
/s/ Mark H. Rachesky Chairman of the Board May 22, 2007
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Mark H. Rachesky, M.D.
/s/ Sai S. Devabhaktuni Director May 22, 2007
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Sai S. Devabhaktuni
/s/ Hal Goldstein Director May 22, 2007
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Hal Goldstein
/s/ John D. Harkey, Jr. Director May 22, 2007
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John D. Harkey, Jr.
/s/ Dean Olmstead Director May 22, 2007
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Dean Olmstead
/s/ Arthur L. Simon Director May 22, 2007
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Arthur L. Simon
/s/ John P. Stenbit Director May 22, 2007
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John P. Stenbit
/s/ Richard J. Townsend Executive Vice President and Chief May 22, 2007
--------------------------- Financial Officer (Principal
Richard J. Townsend Financial Officer)
/s/ Harvey B. Rein Vice President and Controller May 22, 2007
--------------------------- (Principal Accounting Officer)
Harvey B. Rein
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Willkie Farr & Gallagher LLP as to the validity of the
shares to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).