-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FMBDT3myzLEJmOnTakz2USkkgZqM7R8/d6IRLl0jls67s+rTfvVpjdBsAnSsbRmJ XlYkFba3FavOfifBfWRnjw== 0000928385-99-001852.txt : 19990520 0000928385-99-001852.hdr.sgml : 19990520 ACCESSION NUMBER: 0000928385-99-001852 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990519 EFFECTIVENESS DATE: 19990519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMSAT CORP CENTRAL INDEX KEY: 0000022698 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 520781863 STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78759 FILM NUMBER: 99630385 BUSINESS ADDRESS: STREET 1: 6560 ROCK SPRING DR CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3012133000 MAIL ADDRESS: STREET 1: 6560 ROCK SPRING DRIVE CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS SATELLITE CORP /DE/ DATE OF NAME CHANGE: 19930719 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 19, 1999 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMSAT Corporation (Exact Name of Registrant as Specified in Its Charter) District of Columbia 52-0781863 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 6560 Rock Spring Drive Bethesda, Maryland 20817 (Address of Principal Executive Offices) (Zip Code) COMSAT CORPORATION NON-EMPLOYEE DIRECTORS STOCK PLAN (Full Title of the Plan) Warren Y. Zeger, Esq. Vice President, General Counsel and Secretary COMSAT Corporation 6560 Rock Spring Drive Bethesda, Maryland 20817 (Name and Address of Agent for Service) (301) 214-3000 (Telephone Number, Including Area Code, of Agent for Service)
Title Of Amount To Be Proposed Maximum Proposed Maximum Amount Of Securities To Be Registered Offering Price Aggregate Offering Registration Fee Registered Per Share Price - ------------------------------------------------------------------------------------------------------------------ Common Stock, 250,000 shares (1) $33.0000 (2) $8,250,000 (2) $2,294 (without par value) - ------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to adjustments deemed necessary or equitable by the Committee on Compensation and Management Development of the Board of Directors of the registrant upon changes in capitalization, as provided in Section 6 of the COMSAT Corporation Non-Employee Directors Stock Plan. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the registrant's Common Stock on the New York Stock Exchange on May 14, 1999. Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed with respect to the registration of additional shares of Common Stock of COMSAT Corporation to be issued under the Non-Employee Directors Stock Plan, for which Plan shares of Common Stock were previously registered on Registration Statement No. 33-56331 on Form S-8 which is currently effective and is incorporated by reference herein. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents which have been filed previously with the Securities and Exchange Commission (the "Commission") by COMSAT Corporation (the "Company") (Commission File No. 1-4929) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. (b) The description of the Common Stock appearing on pages 41 through 46 of the Company's Registration Statement No. 33-53437. All documents filed with the Commission subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. Item 5. Interests of Named Experts and Counsel An opinion as to the validity of the securities being issued has been rendered for the Company by Warren Y. Zeger, Vice President, General Counsel and Secretary of the Company. As of April 1, 1999, Mr. Zeger was the beneficial owner of 171,955 shares of the Company's Common Stock ("Common Stock"), which included beneficial ownership of 149,052 shares that may be acquired within 60 days of such date. As of April 1, 1999, Mr. Zeger had options to purchase 223,106 shares of Common Stock, of which options to purchase 149,052 shares were exercisable. Item 8. Exhibits The exhibits listed below are listed according to the number assigned in the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit 4(a) Articles of Incorporation of Registrant, composite copy, as amended through June 1, 1993 (Incorporated by reference from Exhibit No. 4(a) to Registrant's Registration Statement on Form S-3 (No. 33-51661) filed on December 22, 1993). 4(b) By-laws of Registrant, as amended through April 21, 1997 (Incorporated by reference from Exhibit No. 3.2 to Registrant's Current Report on Form 8-K filed on April 21, 1997). 4(c) Non-Employee Directors Stock Plan (Incorporated by reference from Exhibit 10.11 to Registrant's Report on Form 10-K for the fiscal year ended December 31, 1996). 4(d) Amendment to Non-Employee Directors Stock Plan, dated as of September 18, 1998 (Incorporated by reference to Exhibit 19 to the Registrant's Solicitation/Recommendation Statement on Schedule 14D-9 filed on September 25, 1998). 5(a) Opinion of Warren Y. Zeger, Vice President, General Counsel and Secretary of the registrant, as to the legality of the shares of Common Stock being registered. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Warren Y. Zeger (contained in Exhibit 5(a)). 24 Powers of Attorney.
SIGNATURES The Registrant. 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 Bethesda, County of Montgomery, State of Maryland, on this 18th day of May, 1999. COMSAT Corporation (Registrant) By: /s/ Allen E. Flower Allen E. Flower Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons by power of attorney in the capacities and on the date indicated. * By: /s/ Allen E. Flower Allen E. Flower, Attorney-in-fact (1) Principal executive officer May 18, 1999 By: /s/ Betty C. Alewine* Betty C. Alewine, President, Chief Executive Officer and Director (2) Principal financial officer May 18, 1999 By: /s/ Allen E. Flower Allen E. Flower, Vice President and Chief Financial Officer (3) Principal accounting officer May 18, 1999 By: /s/ Alan G. Korobov* Alan G. Korobov, Controller (4) Board of Directors May 18, 1999 By: /s/ Edwin I. Colodny* Edwin I. Colodny, Chairman and Director May 18, 1999 By: /s/ Marcus C. Bennett* Marcus C. Bennett, Director May 18, 1999 By: /s/ Lucy Wilson Benson* Lucy Wilson Benson, Director May 18, 1999 By: /s/ Lawrence S. Eagleburger* Lawrence S. Eagleburger, Director May 18, 1999 By: /s/ Neal B. Freeman* Neal B. Freeman, Director May 18, 1999 By: /s/ Caleb B. Hurtt* Caleb B. Hurtt, Director May 18, 1999 By: /s/ Peter S. Knight* Peter S. Knight, Director By: --------------------------- Peter W. Likins, Director May 18, 1999 By: /s/ Charles T. Manatt* Charles T. Manatt, Director May 18, 1999 By: /s/ Larry G. Schafran* Larry G. Schafran, Director May 18, 1999 By: /s/ Robert G. Schwartz* Robert G. Schwartz, Director May 18, 1999 By: /s/ Kathryn C. Turner* Kathryn C. Turner, Director May 18, 1999 By: /s/ Guy P. Wyser-Pratte* Guy P. Wyser-Pratte, Director EXHIBIT INDEX
Exhibit No. Description of Exhibit 4(a) Articles of Incorporation of Registrant, composite copy, as amended through June 1, 1993 (Incorporated by reference from Exhibit No. 4(a) to Registrant's Registration Statement on Form S-3 (No. 33-51661) filed on December 22, 1993). 4(b) By-laws of Registrant, as amended through April 21, 1997 (Incorporated by reference from Exhibit No. 3.2 to Registrant's Current Report on Form 8-K filed on April 21, 1997). 4(c) Non-Employee Directors Stock Plan (Incorporated by reference from Exhibit No. 10.11 to Registrant's Report on Form 10-K for the fiscal year ended December 31, 1996). 4(d) Amendment to Non-Employee Directors Stock Plan (Incorporated by reference to Exhibit 19 to Registrant's Solicitation/Recommendation Statement on Schedule 14D-9 filed on September 25, 1998). 5(a) Opinion of Warren Y. Zeger, Vice President, General Counsel and Secretary of the registrant, as to the legality of the shares of Common Stock being registered. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Warren Y. Zeger (contained in Exhibit 5(a)). 24 Powers of Attorney.
EX-5.A 2 EXHIBIT 5(A) Exhibit 5(a) May 17, 1999 COMSAT Corporation 6560 Rock Spring Drive Bethesda, Maryland 20817 Re: Registration Statement on Form S-8 Relating to 250,000 Shares of COMSAT Corporation Common Stock to be issued under the COMSAT Corporation Non- Employee Directors Stock Plan (the "Registration Statement"). Ladies and Gentlemen: In connection with the proposed issuance and sale by COMSAT Corporation, a District of Columbia corporation (the "Company"), of up to 250,000 shares of Common Stock, without par value (the "Shares") of the Company to be issued pursuant to the COMSAT Corporation Non-Employee Directors Stock Plan (the "Plan"), I am of the opinion that: 1. The Company is a duly incorporated and validly existing corporation in good standing under the laws of the District of Columbia. 2. Proper corporate proceedings have been taken so that the Shares have been duly authorized and when certificates for any Shares have been duly executed, registered and delivered, and paid for, in accordance with the terms of the Plan, such Shares will have been legally issued and will be fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5(a) to the Registration Statement. Very truly yours, /s/ Warren Y. Zeger Warren Y. Zeger Vice President, General Counsel and Secretary EX-23.A 3 EXHIBIT 23(A) Exhibit 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of COMSAT Corporation on Form S-8 of our report dated February 18, 1999, appearing in the Annual Report on Form 10-K of COMSAT Corporation for the year ended December 31, 1998. Deloitte & Touche LLP /s/ Deloitte & Touche LLP Washington, D.C. May 17, 1999 EX-24.A 4 EXHIBIT 24 Exhibit 24 COMSAT CORPORATION POWERS OF ATTORNEY As of April 16, 1999, each of the undersigned hereby appoints Betty C. Alewine, President and Chief Executive Officer, Allen E. Flower, Vice President and Chief Financial Officer, Warren Y. Zeger, Vice President, General Counsel and Secretary, and Robert N. Davis, Jr., Assistant General Counsel, and each of them severally, his or her true and lawful attorneys to execute (in the name of and on behalf of and as attorneys for the undersigned) a Registration Statement on Form S-8 relating to the registration of 250,000 shares of the Corporation's Common Stock for issuance pursuant to the Corporation's Non-Employee Directors Stock Plan, and any and all amendments to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. (1) Principal executive officer By: /s/ Betty C. Alewine Betty C. Alewine, President, Chief Executive Officer and Director (2) Principal financial officer By: /s/ Allen E. Flower Allen E. Flower, Vice President and Chief Financial Officer (3) Principal accounting officer By: /s/ Alan G. Korobov Alan G. Korobov, Controller (4) Board of Directors By: /s/ Edwin I. Colodny Edwin I. Colodny, Chairman and Director By: /s/ Marcus C. Bennett Marcus C. Bennett, Director By: /s/ Lucy Wilson Benson Lucy Wilson Benson, Director By: /s/ Lawrence S. Eagleburger Lawrence S. Eagleburger, Director By: /s/ Neal B. Freeman Neal B. Freeman, Director By: /s/ Caleb B. Hurtt Caleb B. Hurtt, Director By: /s/ Peter S. Knight Peter S. Knight, Director By: ------------------------------------- Peter W. Likins, Director By: /s/ Charles T. Manatt Charles T. Manatt, Director By: /s/ Larry G. Schafran Larry G. Schafran, Director By: /s/ Robert G. Schwartz Robert G. Schwartz, Director By: /s/ Kathryn C. Turner Kathryn C. Turner, Director By: /s/ Guy P. Wyser-Pratte Guy P. Wyser-Pratte, Director -----END PRIVACY-ENHANCED MESSAGE-----