As
filed with the Securities and Exchange Commission on June 2, 2009
Registration
No. 333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LORAL
SPACE & COMMUNICATIONS INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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87-0748324
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer
Identification
Number)
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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)
Avi
Katz, Esq.
Senior
Vice President, General Counsel, and Secretary
Loral
Space & Communications Inc.
600
Third Avenue
New
York, New York
(212) 697-1105
(Name, address, including zip code
and telephone number, including area code of agent for
service)
Copies
to:
Bruce
Kraus, Esq.
Willkie
Farr & Gallagher LLP
787
Seventh Avenue
New
York, New York 10019
(212)
728-8000
Approximate date of commencement of
proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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: R
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 this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. £
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act,
check the following box. £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
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Smaller
reporting company o
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(Do
not check if a smaller reporting company)
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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 which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
CALCULATION
OF REGISTRATION FEE
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Proposed
Maximum
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Maximum
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Amount
of
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Title
of Shares
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Amount
to be
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Offering
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Aggregate
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Registration
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to
be Registered
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Registered
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Price
per Share(1)
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Offering
Price(1)
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Fee
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Voting
Common Stock, par value $0.01 per share, to be sold by Selling
Stockholders
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954,613
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$29.47
(1)
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$27,254,201.15
(1)
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$1,569.79
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Non-Voting
Common Stock, par value $0.01 per share, to be sold by Selling
Stockholders
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9,505,673
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$29.47
(2)
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$271,386,964.15
(2)
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$15,631.38
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(1)
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Estimated
solely for the purposes of calculating the amount of the registration fee
pursuant to Rule 457(c) under the Securities Act based on the average
of the high and low reported sales prices on the Nasdaq Global Select
Market on May 26, 2009.
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(2)
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Since
there is no market for the Non-Voting Common Stock, the price per share of
Non-Voting Common Stock is estimated solely for the purposes of
calculating the amount of the registration fee pursuant to
Rule 457(c) under the Securities Act based on the average of the high
and low reported sales prices on the Nasdaq Global Select Market on May
26, 2009 of the Voting Common
Stock.
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The
information contained in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED JUNE 2, 2009
PROSPECTUS
LORAL
SPACE & COMMUNICATIONS INC.
Voting
Common Stock 954,613 Shares
Non-Voting
Common Stock 9,505,673 Shares
This
prospectus may be used only for the sale of (i) up to 954,613 shares of our
voting common stock and (ii) up to 9,505,673 shares of our non-voting common
stock by certain selling stockholders under this prospectus and any prospectus
supplement, from time to time, in one or more offerings. We will not receive any
proceeds from the sale of the shares offered by this prospectus. We
will pay all the expenses incurred in connection with the registration of these
shares. The selling stockholders will pay any underwriting fees,
discounts or commissions and applicable transfer taxes incurred for the sale of
these shares.
The
selling stockholders identified in this prospectus, or their pledgees, donees,
transferees or other successors-in-interest may offer the shares of voting
common stock and non-voting common stock described in this prospectus from time
to time in public or private transactions, on or off the Nasdaq Global Select
Market, in the over-the-counter market or otherwise, at prevailing market
prices, or at privately negotiated prices. The shares offered by this
prospectus and any prospectus supplement may be offered directly or through
underwriters or dealers. If any underwriters are involved in the sale of any
shares offered by this prospectus and any prospectus supplement, their names,
and any applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable from the
information set forth, in the applicable prospectus supplement.
Our
voting common stock is traded on the Nasdaq Global Select Market under the
symbol “LORL.” On June 1, 2009, the last reported sale price for our voting
common stock on the Nasdaq Global Select Market was $32.00 per
share.
You
should read this prospectus and any prospectus supplement carefully before you
invest in any of our securities.
Investing
in our securities involves risks. Risks associated with an investment in our
securities will be described in the applicable prospectus supplement and certain
of our filings with the Securities and Exchange Commission, as described under
“Risk Factors” on page 6.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date
of this prospectus
is ,
2009.
TABLE
OF CONTENTS
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Page
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ABOUT
THIS PROSPECTUS
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5 |
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ABOUT
LORAL
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5 |
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RISK
FACTORS
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6 |
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FORWARD-LOOKING
STATEMENTS
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6 |
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USE
OF PROCEEDS
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6 |
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SELLING
STOCKHOLDERS
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6 |
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PLAN
OF DISTRIBUTION
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7 |
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DESCRIPTION
OF COMMON STOCK
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9 |
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LEGAL
MATTERS
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13 |
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EXPERTS
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13 |
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WHERE
YOU CAN FIND MORE INFORMATION
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13 |
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ABOUT
THIS PROSPECTUS
This
prospectus is a part of a registration statement that we filed with the
Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration
process. Under this shelf registration process, certain selling stockholders may
sell (i) up to 954,613 shares of our voting common stock and (ii) up to
9,505,673 shares of our non-voting common stock as selling stockholders under
this prospectus. This prospectus provides you with a general description of the
securities any selling stockholder may offer. We may, to the extent necessary, provide
a prospectus supplement containing specific information about the terms of a
particular offering by the selling stockholder(s). The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
“Where You Can Find More Information.”
We have
not authorized any dealer, salesman or other person to give any information or
to make any representation other than those contained or incorporated by
reference in this prospectus and the accompanying supplement to this prospectus.
You must not rely upon any information or representation not contained or
incorporated by reference in this prospectus or the accompanying prospectus
supplement. This prospectus and the accompanying supplement to this prospectus
do not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the registered securities to which they relate, nor do
this prospectus and the accompanying supplement to this prospectus constitute an
offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. You should not assume that the information
contained in this prospectus and the accompanying prospectus supplement is
accurate on any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference, even
though this prospectus and any accompanying prospectus supplement is delivered
or securities are sold on a later date.
When we
refer to “we,” “our” and “us” in this prospectus, we mean Loral Space &
Communications Inc., excluding, unless the context otherwise requires or as
otherwise expressly stated, our subsidiaries.
ABOUT
LORAL
Through
our subsidiaries, we are a leading satellite communications company engaged in
satellite manufacturing with investments in satellite-based communications
services.
Loral
is organized into two operating segments:
Satellite
Manufacturing:
Our
subsidiary, Space Systems/Loral, Inc. (“SS/L”), designs and manufactures
satellites, space systems and space system components for commercial and
government customers whose applications include fixed satellite services,
direct-to-home broadcasting, mobile satellite services, broadband data
distribution, wireless telephony, digital radio, digital mobile broadcasting,
military communications, weather monitoring and air traffic
management.
Satellite
Services:
Until
October 31, 2007, the operations of our satellite services segment were
conducted through Loral Skynet Corporation (“Loral Skynet”), which leased
transponder capacity to commercial and government customers for video
distribution and broadcasting, high-speed data distribution, Internet access and
communications, and provided managed network services to customers
using a hybrid satellite and ground-based system. It also provided professional
services such as fleet operating services to other satellite operators. At
October 31, 2007, Loral Skynet had four in-orbit satellites and had one
satellite under construction at SS/L.
On
October 31, 2007, together with our Canadian partner, Public Sector Pension
Investment Board, through Telesat Holdings Inc. (“Telesat”), a newly-formed
joint venture, we completed the acquisition of Telesat Canada from BCE Inc. In
connection with this acquisition, we transferred on that same date substantially
all of the assets and related liabilities of Loral Skynet to Telesat. We hold a
64% economic interest and a 33 1/3% voting interest in Telesat, the ultimate
parent company of the resulting new entity. We use the equity method of
accounting for our investment in Telesat.
Loral
Space & Communications Inc. was incorporated in Delaware in June 2005
and on November 21, 2005 became the successor to Loral Space &
Communications Ltd., which was incorporated in Bermuda in January 1996. Our
principal executive offices are located at 600 Third Avenue, New York, New York
10016. Our telephone number is (212) 697-1105 and our website address is
www.loral.com.
Information contained in our website is not a part of this
prospectus.
RISK
FACTORS
You
should carefully consider the specific risks set forth under the caption “Risk
Factors” in any applicable prospectus supplement and under the caption “Risk
Factors” in any of our filings with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
incorporated by reference herein, before making an investment decision. For more
information see “Where You Can Find More Information.”
FORWARD-LOOKING
STATEMENTS
This
prospectus and the documents incorporated by reference into this prospectus
contain forward-looking statements that are based on current expectations,
estimates and projections about our industry, management’s beliefs and
assumptions made by management. Words such as “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates” and variations of such
words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict; therefore, actual results may differ materially from those expressed or
forecasted in any forward-looking statements. The risks and uncertainties
include those noted in “Risk Factors” above and in the documents incorporated by
reference. Except as required by law, we undertake no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
USE
OF PROCEEDS
We will
not receive any proceeds from the sale of the shares voting common stock or
non-voting common stock under this prospectus by any selling
stockholders.
SELLING
STOCKHOLDERS
The table
below sets forth the beneficial ownership of our voting common stock and
non-voting common stock outstanding as of May 29, 2009 by funds affiliated with
MHR Fund Management LLC as selling stockholders. The shares set forth below
are being registered pursuant to the Amended and Restated Registration Rights
Agreement, dated as of December 23, 2008, between MHR Capital Partners Master
Account LP (“Master Account”), MHR Capital Partners (100) LP (“Capital
Partners (100)”), MHRA LP (“MHRA”), MHRM LP (“MHRM”), MHR Institutional Partners
LP (“Institutional Partners”), MHR Institutional Partners II LP
(“Institutional Partners II”), MHR Institutional Partners IIA, LP
(“Institutional Partners IIA”), and MHR Institutional Partners III LP
(“Institutional Partners III”), on the one hand, and Loral Space &
Communications Inc., on the other hand. Percentages of voting common
stock are calculated based on 20,317,368 shares of voting common stock
outstanding as of April 30, 2009, and percentages of non-voting common stock are
based on 9,505,673 shares of non-voting common stock outstanding as of May 29,
2009.
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Shares
of Common Stock Owned Prior to
Offering
Under this Prospectus
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Maximum
Number
of Shares Offered Under
this Prospectus(2)
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Shares
Owned After the
Offering
Under
this
Prospectus(2)
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Selling Stockholder(1)
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Voting
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Percentage
of Voting
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Non-voting
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Percentage
of Non-Voting
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Voting
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Non-voting
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Voting
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Percentage of Voting
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Non-voting
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Percentage
of Non-Voting
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MHR
Capital Partners Master Account LP
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1,113,710
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5.5
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1,089,120
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11.5
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73,047
(3)
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1,089,120
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1,040,663
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5.1
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0
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0
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MHR
Capital Partners (100) LP
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149,042
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0.7
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125,922
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1.3
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10,037
(4)
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125,922
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139,005
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0.7
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0
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0
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MHR
Institutional Partners LP
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2,120,249
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10.4
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0
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0
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0
(5)
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0
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2,120,249
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10.4
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0
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0
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MHRA
LP
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205,097
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1.0
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0
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0
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0
(6)
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0
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205,097
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1.0
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0
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0
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MHRM
LP
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305,004
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1.5
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0
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0
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0
(7)
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0
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305,004
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1.5
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0
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0
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MHR
Institutional Partners II LP
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958,336
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4.7
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540,200
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5.7
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0
(8)
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540,200
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958,336
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4.7
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0
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0
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MHR
Institutional Partners IIA LP
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2,414,383
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11.9
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1,360,934
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14.3
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0
(9)
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1,360,934
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2,414,383
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11.9
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0
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0
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MHR
Institutional Partners III LP
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851,529
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4.2
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6,389,497
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67.2
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851,529
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6,389,497
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0
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0
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0
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0
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(1)
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MHR Advisors LLC, MHR
Institutional Advisors LLC, MHR Institutional Advisors II LLC and MHR
Institutional Advisors III LLC serve as the general partner of one or
more of the above-named partnerships and, accordingly, may be deemed to be
the beneficial owner of securities held by the partnerships. Similarly,
Dr. Mark H. Rachesky may be deemed to be a beneficial owner of such
securities because he is a managing member of each of such general partner
entities. MHR Fund Management LLC is an affiliate of and has an
investment management agreement with each of the above-named partnerships
and, accordingly, may be deemed to be the beneficial owner of securities
held by the partnerships.
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(2)
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We do not know when or in what
amounts the selling stockholders may offer their shares for sale.
Therefore, for the purposes of this table only, we assume that the selling
stockholders sell the maximum number of shares of our voting common stock
and non-voting common stock that may be offered by them under this
prospectus.
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(3)
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1,040,663 shares of voting common
stock owned by Master Account were previously registered under Amendment
No. 1 to Form S-3 filed with the SEC August 8, 2008, Registration No.
333-138652 and are not being offered under this
prospectus.
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(4)
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139,005 shares owned by Capital
Partners (100) were previously registered under Amendment No. 1 to Form
S-3 filed with the SEC August 8, 2008, Registration No. 333-138652 and are
not being offered under this
prospectus.
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(5)
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2,120,249 shares owned by
Institutional Partners were previously registered under Amendment No. 1 to
Form S-3 filed with the SEC August 8, 2008, Registration No. 333-138652
and are not being offered under this
prospectus.
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(6)
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205,097 shares owned by MHRA were
previously registered under Amendment No. 1 to Form S-3 filed with the SEC
August 8, 2008, Registration No. 333-138652 and are not being offered
under this prospectus.
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(7)
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305,004 shares owned by MHRM were
previously registered under Amendment No. 1 to Form S-3 filed with the SEC
August 8, 2008, Registration No. 333-138652 and are not being offered
under this prospectus.
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(8)
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958,336 shares owned by
Institutional Partners II were previously registered under Amendment No. 1
to Form S-3 filed with the SEC August 8, 2008, Registration No. 333-138652
and are not being offered under this
prospectus.
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(9)
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2,414,383 shares owned by
Institutional Partners IIA were previously registered under Amendment No.
1 to Form S-3 filed with the SEC August 8, 2008, Registration No.
333-138652 and are not being offered under this
prospectus.
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Dr. Mark
H. Rachesky, an affiliate of the selling stockholders named in the table above,
became a member of our Board of Directors as a
Class III director on November 23, 2005 and was re-elected to the
Board of Directors at our Annual Meeting on May 19, 2009. Dr. Rachesky also
serves as non-executive chairman of our Board of Directors.
Dr. Mark
H. Rachesky, in his individual capacity, is also a selling stockholder under
this registration statement. The shares being offered under this
registration statement for the account of Dr. Rachesky, in his individual
capacity, are:
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·
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15,000
shares of common stock, initially granted as restricted stock under our
Amended and Restated 2005 Stock Incentive Plan as a component of Dr.
Rachesky’s compensation for service on our Board of Directors; of these
15,000 shares, as of May 29, 2009, 12,500 shares have vested and are no
longer restricted and 2,500 shares are scheduled to vest on May 20, 2010;
and
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·
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5,000
shares of common stock potentially issuable upon settlement of 5,000
restricted stock units granted under our Amended and Restated 2005 Stock
Incentive Plan as a component of Dr. Rachesky’s compensation for service
on our Board of Directors; each restricted stock unit has a value equal to
one share of the Company’s voting common stock and generally provides the
holder with the right to receive one share of common stock or cash equal
to one share of common stock, at the option of the Company, at the
settlement date.
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The
15,000 shares of restricted common stock and 5,000 restricted stock units
represent less than one percent of our outstanding voting common
stock. We do not know when or in what amounts Dr. Rachesky may offer
his shares for sale. Therefore, for the purposes of this disclosure
only, we assume that the Dr. Rachesky will sell the maximum number of shares of
our voting common stock that may be offered by him under this
prospectus.
PLAN
OF DISTRIBUTION
The
selling stockholders, or their pledgees, donees, transferees, or any of their
successors in interest selling shares received from a named selling stockholder
as a gift, partnership distribution or other non-sale-related transfer after the
date of this prospectus (all of whom may be selling stockholders), may sell the
securities from time to time on any stock exchange or automated interdealer
quotation system on which the securities are listed, in the over-the-counter
market, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at prices otherwise negotiated. The
selling stockholders may sell the securities by one or more of the following
methods, without limitation:
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(a)
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block
trades in which the broker or dealer so engaged shall attempt to sell the
securities as agent but may position and resell a portion of the block as
principal to facilitate the
transaction;
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(b)
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purchases
by a broker or dealer as principal and resale by the broker or dealer for
its own account pursuant to this
prospectus;
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(c)
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an
exchange distribution in accordance with the rules of any stock exchange
on which the securities are listed;
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(d)
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ordinary
brokerage transactions and transactions in which the broker solicits
purchases;
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(e)
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privately
negotiated transactions;
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(g)
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through
the writing of options on the securities, whether or not the options are
listed on an options exchange;
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(h)
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through
the distribution of the securities by any selling stockholder to its
partners, members or stockholders;
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(i)
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one
or more underwritten offerings on a firm commitment or best efforts basis;
and
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(j)
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any
combination of any of these methods of
sale.
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The
selling stockholders may also transfer the securities by gift. We do not know of
any arrangements by the selling stockholders for the sale of any of the
securities.
The
selling stockholders may engage brokers and dealers, and any brokers or dealers
may arrange for other brokers or dealers to participate in effecting sales of
the securities. These brokers, dealers or underwriters may act as principals, or
as an agent of a selling stockholder. Broker-dealers may agree with a selling
stockholder to sell a specified number of the securities at a stipulated price
per security. If the broker-dealer is unable to sell securities acting as agent
for a selling stockholder, it may purchase as principal any unsold securities at
the stipulated price. Broker-dealers who acquire securities as principals may
thereafter resell the securities from time to time in transactions on any stock
exchange or automated interdealer quotation system on which the securities are
then listed, at prices and on terms then prevailing at the time of sale, at
prices related to the then-current market price or in negotiated transactions.
Broker-dealers may use block transactions and sales to and through
broker-dealers, including transactions of the nature described above. The
selling stockholders may also sell the securities in accordance with Rule 144
under the Securities Act of 1933, as amended (the “Securities Act”), rather than
pursuant to this prospectus, regardless of whether the securities are covered by
this prospectus.
From time
to time, one or more of the selling stockholders may pledge, hypothecate or
grant a security interest in some or all of the securities owned by them. The
pledgees, secured parties or persons to whom the securities have been
hypothecated shall, upon foreclosure in the event of default, be deemed to be
selling stockholders. As and when a selling stockholder takes such actions, the
number of securities offered under this prospectus on behalf of such selling
stockholder shall decrease. The plan of distribution for that selling
stockholder’s securities shall otherwise remain unchanged. In addition, a
selling stockholder may, from time to time, sell the securities short, and, in
those instances, this prospectus may be delivered in connection with the short
sales and the securities offered under this prospectus may be used to cover
short sales.
To the
extent required under the Securities Act, the aggregate amount of selling
stockholders’ securities being offered and the terms of the offering, the names
of any agents, brokers, dealers or underwriters and any applicable commission
with respect to a particular offer shall be set forth in an accompanying
prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the securities may receive compensation in
the form of underwriting discounts, concessions, commissions or fees from a
selling stockholder and/or purchasers of selling stockholder’s securities for
whom they may act (which compensation as to a particular broker-dealer might be
in excess of customary commissions).
The
selling stockholders and any underwriters, brokers, dealers or agents that
participate in the distribution of the securities may be deemed to be
“underwriters” within the meaning of the Securities Act, and any discounts,
concessions, commissions or fees received by them and any profit on the resale
of the securities sold by them may be deemed to be underwriting discounts and
commissions.
A selling
stockholder may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the securities in the course of
hedging the positions they assume with that selling stockholder, including,
without limitation, in connection with distributions of the securities by those
broker-dealers. A selling stockholder may enter into option or other
transactions with broker-dealers that involve the delivery of the securities
offered hereby to the broker-dealers, who may then resell or otherwise transfer
those securities. A selling stockholder may also loan or pledge the securities
offered hereby to a broker-dealer and the broker-dealer may sell the securities
offered hereby so loaned or upon a default may sell or otherwise transfer the
pledged securities offered hereby.
A selling
stockholder may enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by the
selling stockholder or borrowed from the selling stockholder or others to settle
those sales or to close out any related open borrowings of stock, and may use
securities received from the selling stockholder in settlement of those
derivatives to close out any related open borrowings of stock. The third party
in such sale transactions shall be an underwriter and, if not identified in this
prospectus, shall be identified in the applicable prospectus supplement (or a
post-effective amendment).
The
selling stockholders and other persons participating in the sale or distribution
of the securities shall be subject to applicable provisions of the Exchange Act,
and the rules and regulations thereunder, including Regulation M. This
regulation may limit the timing of purchases and sales of any of the securities
by the selling stockholders and any other person. The anti-manipulation rules
under the Exchange Act may apply to sales of securities in the market and to the
activities of the selling stockholders and their affiliates. Furthermore,
Regulation M may restrict the ability of any person engaged in the distribution
of the securities to engage in market-making activities with respect to the
particular securities being distributed for a period of up to five business days
before the distribution. These restrictions may affect the marketability of the
securities and the ability of any person or entity to engage in market-making
activities with respect to the securities.
We have
agreed to indemnify in certain circumstances the selling stockholders and any
brokers, dealers and agents (who may be deemed to be underwriters), if any, of
the securities covered by the registration statement, against certain
liabilities, including liabilities under the Securities Act. The selling
stockholders have agreed to indemnify us in certain circumstances against
certain liabilities, including liabilities under the Securities
Act.
The
securities offered hereby were originally issued to the selling stockholders
pursuant to an exemption from the registration requirements of the Securities
Act. We agreed to register the securities under the Securities Act, and to keep
the registration statement of which this prospectus is a part effective for a
specified period of time. We have agreed to pay all expenses in connection with
this offering, including the fees and expenses of counsel to the selling
stockholders, but not including underwriting discounts, concessions, commissions
or fees of the selling stockholders.
We will
not receive any proceeds from sales of any securities by the selling
stockholders.
We cannot
assure you that the selling stockholders will sell all or any portion of the
securities offered hereby.
DESCRIPTION
OF COMMON STOCK
General
The
following description of our common stock is only a summary. We encourage you to
read our restated certificate of incorporation, which is incorporated into the
registration statement of which this prospectus forms a part. As of the date of
this prospectus, we are authorized to issue up to 70,000,000 shares of our
common stock, par value $0.01 per share divided into two series, of which
50,000,000 shares are voting common stock and 20,000,000 shares are non-voting
common stock and up to 10,000,000 shares of preferred stock, par value $0.01 per
share. As of April 30, 2009 we had outstanding 20,317,368 shares of
our voting common stock, 9,505,673 shares of our non-voting common stock and no
shares of our preferred stock.
Common
Stock
Each
share of voting common stock and each share of non-voting common stock are
identical and are treated equally in all respects, except with respect to voting
rights as set forth below. The rights of holders of our voting and
non-voting common stock discussed below are subject to the rights that our board
of directors may from time to time confer on holders of our preferred stock
issued in the future. These rights may adversely affect the rights of
holders of our voting common stock, non-voting common stock, or
both.
Liquidation
Rights
Upon
voluntary or involuntary liquidation, dissolution or winding up, the holders of
our voting common stock and non-voting common stock, treated as a single class,
share ratably in the assets remaining after payments to creditors and provision
for the preference of any preferred stock.
Dividends
Except as
otherwise provided by the Delaware General Corporation Law (“DGCL”) or our
restated certificate of incorporation, the holders of our voting common stock
and non-voting common stock, subject to preferences and other rights of holders
of any series of preferred stock, are entitled to receive dividends when and as
declared by our board of directors out of legally available funds. Holders of
our voting common stock and non-voting common stock, treated as a single class,
are entitled to share ratably in such dividends.
Voting
Rights
Except as
otherwise provided by the DGCL or our restated certificate of incorporation,
each holder of voting common stock is entitled to one vote in respect of each
share of voting common stock held of record on all matters submitted to a vote
of stockholders. Our restated certificate of incorporation does not permit our
stockholders to act by written consent in lieu of a meeting. Except
as otherwise provided by the DGCL or our restated certificate of incorporation,
holders of non-voting common stock are not entitled to voting
rights. Under our restated certificate of incorporation, holders of
non-voting common stock may vote as a separate class on amendments to provisions
of the restated certificate of incorporation that provide for the equal
treatment of the non-voting common stock and the voting common
stock.
Miscellaneous
Our
voting common stock and non-voting common stock is not convertible into, or
exchangeable for, any other class or series of our capital stock. Holders of our
voting common stock and non-voting common stock have no preemptive or other
rights to subscribe for or purchase additional securities of ours. Shares of our
voting common stock and non-voting common stock are not subject to calls or
assessments. All of the outstanding shares of our voting common stock and
non-voting common stock are fully paid and nonassessable. Holders of
our voting common stock do not have cumulative voting rights.
Transfer
Agent
The
transfer agent and registrar for our voting common stock is Registrar and
Transfer Company.
Nasdaq
Global Select Market
Our
voting common stock is listed and traded on the Nasdaq Global Select Market
under the symbol “LORL.”
Anti-takeover
Effects of Our Certificate of Incorporation and By-laws and Delaware Law
The
following paragraphs summarize certain provisions of the DGCL, and our restated
certificate of incorporation and amended and restated bylaws. The summary does
not purport to be complete and is subject to and qualified in its entirety by
reference to the DGCL and to our restated certificate of incorporation and
amended and restated bylaws, copies of which are on file with the Commission as
exhibits to registration statements previously filed by us. See “Where You Can
Find More Information.”
General
Certain
provisions of our restated certificate of incorporation and amended and restated
by-laws, as summarized below, and applicable provisions of the DGCL could make
our acquisition by a third party, a change in our incumbent management or a
similar change of control more difficult, including:
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an
acquisition of us by means of a tender or exchange
offer;
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an
acquisition of us by means of a proxy contest or
otherwise; or
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·
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the
removal of a majority or all of our incumbent officers and
directors.
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These
provisions, which are summarized below, are likely to discourage certain types
of coercive takeover practices and inadequate takeover bids. These provisions
are also designed to encourage persons seeking to acquire control of us to first
negotiate with our board of directors. We believe that these provisions help to
protect our potential ability to negotiate with the proponent of an unfriendly
or unsolicited proposal to acquire or restructure us and that this benefit
outweighs the potential disadvantages of discouraging such a proposal because
our ability to negotiate with the proponent could result in an improvement of
the terms of the proposal.
Election
and removal of directors
A
director, other than a preferred stock director, may be removed from office only
for cause and only by the vote of at least two-thirds in voting power of the
outstanding stock entitled to vote in an election of directors. In addition, our
restated certificate of incorporation provides that, subject to the rights of
the holders of shares of any series of preferred stock then outstanding, newly
created directorships resulting from an increase in the authorized number of
directors or vacancies on the board may be filled only by a majority of the
directors then in office (even though less than a quorum is then in office) or
by the sole remaining director and any director elected to fill a vacancy may
hold office for a term that coincides with the term of the class to which such
director was elected.
Stockholder
action by written consent
Subject
to the rights of holders of any series of preferred stock, any action required
or permitted to be taken by our stockholders must be effected at a duly called
annual or special meeting of stockholders and may not be effected by any consent
in writing in lieu of a meeting.
Stockholder
meetings
Under our
restated certificate of incorporation and amended and restated by-laws, the
chairman of the board of directors, the chief executive officer and president,
three or more members of the board of directors or the chief executive officer
and president, at the request of a majority of the voting power of the then
outstanding shares of capital stock then entitled to vote, may call at any time
special meetings of stockholders.
Requirements
for advance notification of stockholder nominations and proposals
Our
amended and restated by-laws establish advance notice procedures with respect to
stockholder proposals and nomination of candidates for election as directors
other than nominations made by or at the direction of our board of
directors.
By-law
amendments
Our
amended and restated by-laws may be amended only by our board of directors or
upon the vote of holders of at least 80% of the votes entitled to be cast by the
outstanding capital stock in the election of our board of
directors.
Delaware
anti-takeover law
We are
subject to Section 203 of the DGCL, an anti-takeover law. In general,
Section 203 prohibits a publicly held Delaware corporation from engaging in
a “business combination” with an “interested stockholder” for a period of three
years following the date the person became an interested stockholder, unless the
“business combination” or the transaction in which the person became an
interested stockholder is approved in a prescribed manner. Generally, a
“business combination” includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested stockholder. An
“interested stockholder” is defined generally as a person who, together with
affiliates and associates, owns or within three years prior to the determination
of interested stockholder status, did own, 15% or more of a corporation’s voting
stock. The existence of this provision may have an anti-takeover effect with
respect to transactions not approved in advance by the board of directors,
including discouraging attempts that might result in a premium over the market
price for the shares of common stock held by stockholders.
Undesignated
preferred stock; prohibition on non-voting capital stock
The
authorization of undesignated preferred stock makes it possible for our board of
directors to issue stock with voting or other rights or preferences that could
impede the success of any attempt to change control of us.
Limitation
of liability
As
permitted by the DGCL, our restated certificate of incorporation provides that
our directors will not be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability:
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for
any breach of the director’s duty of loyalty to us or our
stockholders;
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for
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law;
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under
Section 174 of the DGCL, relating to unlawful payment of dividends or
unlawful stock purchase or redemption of
stock; or
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·
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for
any transaction from which the director derives an improper personal
benefit.
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As a
result of this provision, we and our stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of
care.
Our
restated certificate of incorporation and bylaws also provide for the
indemnification of our directors and officers to the fullest extent authorized
by the DGCL. The indemnification provided under our amended and restated
certificate of incorporation and bylaws includes the right to be paid certain
expenses. These expenses include fees, including attorneys’ fees, reasonably
incurred in investigating, defending or responding to any civil or criminal
action, suit, proceeding or investigation in which one or more of our current or
former directors or officers has been named as a defendant, respondent or
target, and any related appeal. We will cover these expenses in advance of any
proceeding for which indemnification may be payable, provided that the payment
of these expenses incurred by a director or officer in advance of the final
disposition of a proceeding may be made only upon delivery to us of an
undertaking by or on behalf of the director or officer to repay all amounts so
paid in advance if it is ultimately determined that the director or officer is
not entitled to be indemnified. Such determination will be made without
reference to the financial ability of the current or former director or office
to make repayment.
The
indemnification provisions of our restated certificate of incorporation
generally do not cover, except to the extent required by the restated
certificate of incorporation or Delaware law, our predecessor corporation Loral
Space & Communications Ltd., a Bermuda company, or any of their direct
or indirect subsidiaries. We may be required to provide indemnification for
certain persons or acts associated with Loral Space & Communications
Ltd. with respect to certain tax obligations and as allowed in the Fourth
Amended Joint Plan of Reorganization, dated as of June 3, 2005, of Loral
Space & Communications Ltd.
Insofar
as indemnification for liabilities under the Securities Act may be permitted to
our directors, officers or controlling persons pursuant to our restated
certificate of incorporation, our amended and restated bylaws and the DGCL, we
have been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Under our
restated certificate of incorporation, we have the power to purchase and
maintain insurance, at our own expense, on behalf of any person who is or was
one of our directors, officers, employees or agents, or is or was serving at our
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, limited liability company or other business,
including any employee benefit plan, against any liability or loss asserted
against the person or incurred by the person in any of these capacities, or
arising out of the person’s status as such, whether or not we would have the
power to or are obligated to indemnify such person against such liability or
loss. Any indemnification and reimbursement of expenses provided by us will not
be available to the extent that indemnification or reimbursement has been
received by such person under any applicable policy of insurance or otherwise.
We maintain director and officer liability insurance on behalf of our directors
and officers.
LEGAL
MATTERS
Willkie
Farr & Gallagher LLP, New York, New York, will issue an opinion about
certain legal matters with respect to the securities.
EXPERTS
The
financial statements and the related financial statement schedule, incorporated
in this prospectus by reference from the Company’s Annual Report on Form 10-K
and Current Report on Form 8-K dated June 1, 2009, and the effectiveness of
the Company’s internal control over financial reporting have been audited by
Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their reports, which are incorporated herein by
reference. Such financial statements and financial statement schedule
have been so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
The
financial statements of Telesat Holdings Inc. and its subsidiaries incorporated
in this prospectus by reference from the Annual Report on Form 10-K of
Loral Space & Communications Inc. have been audited by Deloitte &
Touche LLP, an independent registered chartered accounting firm, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The
financial statements of XTAR, L.L.C. and subsidiary incorporated in this
prospectus by reference from the Annual Report on Form 10-K of Loral Space
& Communications Inc. have been audited by Deloitte & Touche LLP,
an independent registered public accounting firm, as stated in their report,
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any document we file at the SEC’s public
reference room located at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our filings with the SEC are also available to the public
at the SEC’s website at http://www.sec.gov.
You may also inspect copies of these materials and other information about us at
the offices of the Nasdaq Stock Market, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006-1500. Information about us is
also available on our website at www.loral.com. Information on our website is
not incorporated by reference herein and our web address is included as an
inactive textual reference only.
The SEC
allows us to “incorporate by reference” the information we file with them which
means that we can disclose important information to you by referring you to
those documents instead of having to repeat the information in this prospectus.
The information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
update and supersede this information and be deemed incorporated by reference
into this prospectus. We incorporate by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, between the date of this prospectus and the
termination of the offering and also between the date of the initial
registration statement and prior to effectiveness of the registration
statement:
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Our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2008;
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Our
Proxy Statement on Schedule 14A for our 2009 Annual Meeting of
Stockholders, filed with the SEC on April 14,
2009;
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Our
Quarterly Report on Form 10-Q for the period ended March 31,
2009;
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Our
Current Reports on Form 8-K filed March 10, 2009, May 20, 2009 and
June 2, 2009; and
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Our
Current Report on Form 8-K filed June 2, 2009 containing our audited
consolidated financial statements as of December 31, 2008 and 2007 and for
each of the three years in the period ended December 31, 2008, which give
effect to the retrospective application of Statement of Financial
Accounting Standards No. 160, Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No.
51. Such Current Report also contains selected financial
data and management’s discussion and analysis of financial condition and
results of operations, which have been adjusted to give effect to the
retrospective application of this
standard.
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In no
event, however, will any of the information that we furnish under
Item 2.02, Item 7.01, or Item 9.01 of any Current Report on
Form 8-K that we may file from time to time with the SEC be incorporated by
reference into, or otherwise included in, this prospectus.
This
prospectus is part of a registration statement on Form S-3 we have filed
with the SEC under the Securities Act. This prospectus does not contain all of
the information in the registration statement. We have omitted certain parts of
the registration statement, as permitted by the rules and regulations of the
SEC. You may inspect and copy the registration statement, including exhibits, at
the SEC’s public reference room or website. Our statements in this prospectus
about the contents of any contract or other document are not necessarily
complete. You should refer to the copy of each contract or other document we
have filed as an exhibit to the registration statement for complete
information.
We will
furnish without charge to you, upon written or oral request, a copy of any or
all of the documents incorporated by reference, including exhibits to these
documents. You should direct any requests for documents to Loral
Space & Communications Inc., 600 Third Avenue, New York, New York
10016, Attention: Investor Relations, telephone:
(212) 697-1105.
LORAL
SPACE & COMMUNICATIONS INC.
Voting
Common Stock 954,613 Shares
Non-Voting
Common Stock 9,505,673 Shares
PROSPECTUS
,
2009
You
should rely only on the information contained or incorporated by reference in
this prospectus. We have not authorized anyone to provide you with different
information. You should not assume that the information contained or
incorporated by reference in this prospectus is accurate as of any date other
than the date of this prospectus. We are not making an offer of these securities
in any state where the offer is not permitted.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
The
expenses to be paid by us in connection with the distribution of the securities
being registered are as set forth in the following table. All amounts shown are
estimates except for the Securities and Exchange Commission registration
fee.
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Securities
and Exchange Commission Registration Fee
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$ |
17,201.17 |
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Legal
Fees and Expenses
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75,000.00 |
* |
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Accounting
Fees and Expenses
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50,000.00 |
* |
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Printing
Expenses
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50,000.00 |
* |
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Blue
Sky Fees
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5,000.00 |
* |
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Transfer
Agent Fees and Expenses
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25,000.00 |
* |
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Miscellaneous
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5,000.00 |
* |
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Total
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$ |
227,201.17 |
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*
Estimate
Item 15. Indemnification of Directors and
Officers.
Section 145
of the DGCL, allows for the indemnification of officers, directors, and other
corporate agents in terms sufficiently broad to indemnify these persons for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. The Registrant’s Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws provide for indemnification of the
Registrant’s directors, officers, employees and other agents to the extent and
under the circumstances permitted by the DGCL. In addition, the Registrant
carries director and officer liability insurance.
Additionally,
as of November 21, 2005, the Registrant entered into Officers’ and
Directors’ Indemnification Agreements (each, an “Indemnification Agreement”)
with certain officers of the Registrant who entered into employment agreements
with the Registrant. The Registrant also entered into Indemnification Agreements
with each director of the Registrant as of the date such person became a
director (each officer and director with an Indemnification Agreement, an
“Indemnitee”). The Indemnification Agreements require the Registrant to
indemnify the Indemnitees if the Indemnitees are a party to or threatened to be
made a party to or are otherwise involved in any Proceeding (as that term is
used in the Indemnification Agreement), except with regard to any Proceeding by
or in the right of the Registrant to procure a judgment in its favor, against
all Expenses and Losses (as those terms are used in the Indemnification
Agreement), including judgments, fines, penalties and amounts paid in
settlement, subject to certain conditions, actually and reasonably incurred in
connection with such Proceeding, if the Indemnitees acted in good faith for a
purpose which they reasonably believed to be in or not opposed to the best
interests of the Registrant. With regard to Proceedings by or in the right of
the Registrant, the Indemnification Agreements provide similar terms of
indemnification; however, no indemnification will be made with respect to any
claim, issue or matter as to which an Indemnitee shall have been adjudged to be
liable to the Registrant, unless a court determines that the Indemnitee is
entitled to indemnification for such portion of the Expenses as the court deems
proper, all as detailed further in the Indemnification Agreements. The
Indemnification Agreements also require the Registrant to indemnify the
Indemnitees where the Indemnitees are successful, on the merits or otherwise, in
the defense of any claim, issue or matter therein, as well as in other
circumstances delineated in the Indemnification Agreements.
The
indemnifications provided for by the Indemnification Agreements are subject to
certain exclusions detailed therein. Space Systems/Loral, Inc. and Loral
Holdings Corporation both guarantee the due and punctual payment of all of the
Company’s obligations under the Indemnification Agreements.
The
Registrant has purchased insurance from various insurance companies insuring the
Registrant against obligations it might incur as a result of its indemnification
of officers and directors for certain liabilities they might incur, and insuring
such officers and directors for additional liabilities against which they might
not be indemnified by us.
Item 16. Exhibits.
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3.1
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Restated
Certificate of Incorporation of Loral Space & Communications
Inc.(1)
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3.2
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Loral
Space & Communications Inc. Amended and Restated
Bylaws.(2)
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4.1*
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Specimen
Voting Common Stock Certificate.
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4.2*
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Specimen
Non-Voting Common Stock Certificate.
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5.1
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Opinion
of Willkie Farr & Gallagher LLP.
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23.1
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Consent
of Deloitte & Touche LLP, independent registered public
accounting firm.
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23.2
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Consent
of Deloitte & Touche LLP, independent registered chartered
accountants.
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23.3
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Consent
of Deloitte & Touche LLP, independent registered public
accounting firm.
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23.4
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Consent
of Willkie Farr & Gallagher LLP (included in
Exhibit 5.1).
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24.1
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Power
of Attorney (included on the signature page hereto).
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99.1
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Amended
and Restated Registration Rights Agreement dated December 23, 2008 by and
among Loral Space & Communications Inc. and the Persons Listed on the
Signature Pages thereof.(2)
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(1)
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Incorporated
by reference from the Registrant’s Current Report on Form 8-K filed
on May 20, 2009.
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(2)
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Incorporated
by reference from the Registrant’s Current Report on Form 8-K filed on
December 23, 2008.
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*
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To
be filed by amendment or by a report filed under the Securities Exchange
Act of 1934, as amended, and incorporated herein by
reference.
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Item 17. Undertakings.
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
of 1933;
(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 in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar
value of securities offered 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 Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration statement;
and
(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, 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 periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
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.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration
statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of
and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; or
(iii) If
the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used after
effectiveness; provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6) 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.
(7) 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 foregoing provisions, 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.
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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in New York,
New York, on June 1, 2009.
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LORAL
SPACE & COMMUNICATIONS INC. |
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By:
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/s/ Michael B. Targoff
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Name:
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Michael
B. Targoff
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Title:
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Chief
Executive Officer
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KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Michael B. Targoff, Richard P. Mastoloni, Harvey B.
Rein and Avi Katz, and each of them acting individually, as his true and lawful
attorneys-in-fact and agents, each with full power of substitution, for him in
any and all capacities, to sign any and all amendments to this registration
statement (including post-effective amendments or any abbreviated registration
statement and any amendments thereto filed pursuant to Rule 462(b) increasing
the number of securities for which registration is sought), and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, with full power of each to act alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates
indicated.
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Signature
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Title
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Date
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/s/
Michael B. Targoff
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Vice
Chairman of the Board, Chief Executive Officer,
and
President
(Principal
Executive Officer)
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June
1, 2009
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Michael
B. Targoff
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/s/
Mark H. Rachesky
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Director,
Non-Executive
Chairman
of the Board
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June
1, 2009
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Mark
H. Rachesky, M.D.
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/s/
Sai S. Devabhaktuni
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Director
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June
1, 2009
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Sai
S. Devabhaktuni
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/s/
Hal Goldstein
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Director
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June
1, 2009
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Hal
Goldstein
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/s/
John D. Harkey, Jr.
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Director
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June
1, 2009
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John
D. Harkey, Jr.
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/s/
Arthur L. Simon
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Director
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June
1, 2009
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Arthur
L. Simon
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/s/
John P. Stenbit
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Director
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June
1, 2009
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John
P. Stenbit
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/s/
Harvey B. Rein
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Senior
Vice President and
Chief
Financial Officer
(Principal
Financial Officer)
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June
1, 2009
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Harvey
B. Rein
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/s/
John Capogrossi
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Vice
President and Controller
(Principal
Accounting Officer)
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June
1, 2009
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John
Capogrossi
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EXHIBIT
INDEX
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3.1
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Restated
Certificate of Incorporation of Loral Space & Communications Inc.
(1)
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3.2
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Loral
Space & Communications Inc. Amended and Restated Bylaws.
(2)
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4.1*
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Specimen
Voting Common Stock Certificate.
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4.2*
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Specimen
Non-Voting Common Stock Certificate.
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5.1
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Opinion
of Willkie Farr & Gallagher LLP.
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23.1
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Consent
of Deloitte & Touche LLP, independent registered public
accounting firm.
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23.2
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Consent
of Deloitte & Touche LLP, independent registered chartered
accountants.
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23.3
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Consent
of Deloitte & Touche LLP, independent registered public
accounting firm.
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23.4
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Consent
of Willkie Farr & Gallagher LLP (included in
Exhibit 5.1).
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24.1
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Power
of Attorney (included on the signature page hereto).
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99.1
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Amended
and Restated Registration Rights Agreement dated December 23, 2008 by and
among Loral Space & Communications Inc. and the Persons Listed on the
Signature Pages thereof.(2)
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(1)
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Incorporated
by reference from the Registrant’s Current Report on Form 8-K filed
on May 20, 2009.
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(2)
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Incorporated
by reference from the Registrant’s Current Report on Form 8-K filed
on December 23, 2008.
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*
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To
be filed by amendment or by a report filed under the Securities Exchange
Act of 1934, as amended, and incorporated herein by
reference.
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