SEC Form S-8 POS filed by Loral Space and Communications, Inc.
As filed with the Securities and Exchange Commission on November 19, 2021
Registration No. 333-14863
333-49091
333-49922
333-59084
333-61723
333-61724
333-85814
333-101325
333-132795
333-143274
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
Loral Space & Communications Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 87-0748324 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
c/o Telesat Corporation
160 Elgin Street
Suite 2100
Ottawa, Ontario, Canada K2P 2P7
(613) 748-8700
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
The Loral Savings Plan
Loral Space & Communications Ltd. 1996 Stock Option Plan
Loral Space & Communications Ltd. Common Stock Purchase Plan for Directors
Loral Orion Network Systems, Inc. Amended and Restated 1987 Stock Option Plan
Loral Orion Network Systems, Inc. 1997 Stock Option Plan
Loral Orion Network Systems, Inc. Non-Employee Director Stock Option Plan
Stock Option Agreement dated as of July 17, 1996, between Orion Network Systems, Inc. and John G. Puente
Stock Option Agreement dated as of March 12, 1997, between Orion Network Systems, Inc. and Gustave M. Hauser
Loral Space & Communications Ltd. 2000 Stock Option Plan
Loral Space & Communications Inc. 2005 Stock Incentive Plan
(Full title of the plan)
The Corporation Trust Company
1209 Orange Street
City of Wilmington, County of New Castle, Delaware 19801
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
COPIES TO
|
Christopher S. DiFrancesco Vice-President, General Counsel and Secretary c/o Telesat Corporation 160 Elgin Street Suite 2100 Ottawa, Ontario, Canada K2P 2P7 (613) 748-8700 |
John L. Robinson, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | ||
| Non-accelerated filer | x | Smaller reporting company | x |
DEREGISTRATION OF SECURITIES
On November 23, 2020, Loral Space & Communications, Inc. (the “Registrant”) entered into Transaction Agreement and Plan of Merger, as amended on June 24, 2021 (as it may be amended from time to time, the “Transaction Agreement”) by and among Telesat Canada, Telesat Partnership LP (“Telesat Partnership”), Telesat Corporation (“Telesat Corporation”), Telesat CanHold Corporation, the Registrant, Lion Combination Sub Corporation (“Merger Sub”), Public Sector Pension Investment Board and Red Isle Private Investments Inc., pursuant to which Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Telesat Partnership. Pursuant to the Transaction Agreement, each share of the Registrant’s common stock was converted into the right to receive either one share of Telesat Corporation or one unit of Telesat Partnership that is exchangeable for one share of Telesat Corporation (the “Transaction”), subject to the terms and conditions therein..
This Post-Effective Amendment, filed by the Registrant, withdraws and removes from registration all unissued shares of common stock, par value $0.01 per share (“Common Stock”), of the Registrant and common stock, par value $0.01 per share (“Predecessor Common Stock”), of Loral Space & Communications Ltd. (“LSC Ltd”), under the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed with the U.S. Securities and Exchange Commission (the “SEC”), together with any and all plan interests and any other securities registered thereunder, without giving effect to any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increased the number of outstanding shares of Common Stock:
| · | Registration Statement on Form S-8 (No. 333-14863), filed with the SEC on October 25, 1996, pertaining to the registration of 5,000,000 shares of Predecessor Common Stock authorized to be sold under the Loral Savings Plan (the “Savings Plan”), 12,000,000 shares of Predecessor Common Stock authorized to be sold under the LSC Ltd. 1996 Stock Option Plan (the “1996 Stock Option Plan”) and 200,000 shares of Predecessor Common Stock authorized to be sold under the LSC Ltd. Common Stock Purchase Plan for Directors. |
| · | Registration Statement on Form S-8 (No. 333-49091), filed with the SEC on April 1, 1998, pertaining to the registration of 1,397,446 shares of Predecessor Common Stock and related Loral Rights (as defined therein) issuable pursuant to the Loral Orion Network Systems, Inc. Amended and Restated 1987 Stock Option Plan, the Loral Orion Network Systems, Inc. 1997 Stock Option Plan, the Loral Orion Network Systems, Inc. Non-Employee Director Stock Option Plan, the Stock Option Agreement dated as of July 17, 1996 between Orion Network Systems, Inc. (the predecessor company to Loral Orion Network Systems, Inc., a subsidiary of the Registrant, “Orion”) and John G. Puente and the Stock Option Agreement dated as of March 12, 1997, between Orion and Gustave M. Hauser. |
| · | Registration Statement on Form S-8 (No. 333-61723), filed with the SEC on August 18, 1998, pertaining to the registration of 6,000,000 shares of Predecessor Common Stock authorized to be sold under the 1996 Stock Option Plan. |
| · | Registration Statement on Form S-8 (No. 333-49922), filed with the SEC on November 14, 2000, pertaining to the registration of 5,000,000 shares of Predecessor Common Stock authorized to be sold under the Savings Plan. |
| · | Registration Statement on Form S-8 (No. 333-59084), filed with the SEC on April 17, 2001, pertaining to the registration of 27,000,000 shares of Predecessor Common Stock authorized to be sold under the LSC Ltd. 2000 Stock Option Plan (the “2000 Stock Option Plan”). |
| · | Registration Statement on Form S-8 (No. 333-61724), filed with the SEC on May 25, 2001, pertaining to the registration of 15,000,000 shares of Predecessor Common Stock authorized to be sold under the Savings Plan. |
| · | Registration Statement on Form S-8 (No. 333-85814), filed with the SEC on April 8, 2002, pertaining to the registration of 10,000,000 shares of Predecessor Common Stock authorized to be sold under the 2000 Stock Option Plan. |
| · | Registration Statement on Form S-8 (No. 333-101325), filed with the SEC on November 20, 2002, pertaining to the registration of 15,000,000 shares of Predecessor Common Stock authorized to be sold under the Savings Plan. |
| · | Registration Statement on Form S-8 (No. 333-132795), filed with the SEC on March 29, 2006, pertaining to the registration of 1,390,452 shares of Common Stock authorized to be sold under the Registrant’s 2005 Stock Incentive Plan (the “2005 Plan”). |
| · | Registration Statement on Form S-8 (No. 333-143274), filed with the SEC on May 25, 2007, pertaining to the registration of 1,582,000 shares of Common Stock authorized to be sold under the 2005 Plan. |
As a result of the Transaction, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to its existing registration statements under the Securities Act, including the Registration Statements. In accordance with undertakings made in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold or unissued at the termination of the offering, the Registrant hereby removes from registration all such securities of the Registrant registered pursuant to the Registration Statements that remain unsold or unissued as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, State of Ontario, Canada, on November 19, 2021.
| LORAL SPACE & COMMUNICATIONS INC. | ||
| By: | /s/ Christopher DiFrancesco | |
| Name: | Christopher DiFrancesco | |
| Title: | Secretary | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date |
| /s/ Daniel Goldberg | President and Chief Executive Officer (Principal Executive Officer, | November 19, 2021 |
| Daniel Goldberg | Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Andrew Browne | Director | November 19, 2021 |
| Andrew Browne | ||
| /s/ Christopher DiFrancesco | Director | November 19, 2021 |
| Christopher DiFrancesco |
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