LORAL SPACE & COMMUNICATIONS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-11-19: Form 8-K; Period of report 2021-11-18; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2021-11-09: Form 8-K; Period of report 2021-11-09; Description 8.01 Other Events; Details 8.01.
- 2021-09-14: Form 8-K; Period of report 2021-09-08; Description 8.01 Other Events; Details 8.01.
- 2021-08-23: Form 8-K; Period of report 2021-08-23; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-11-19 | 8-K | 2021-11-18 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 2.01 The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 3.01 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.03 The information provided in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information provided in the Introductory Note is incorporated herein by reference. 5.03 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 The parties to the Transaction Agreement and the parties to the Voting Support Agreement, dated as of November 23, 2020, by and among Telesat, Loral, PSP Investments and certain affiliates of MHR Fund Management LLC executed on November 18, 2021 a waiver that, among other things, waived the requirement under the Transaction Agreement that Loral terminate the Services Agreement, dated as of June 23, 2008, by and among Loral, Fernando Ceylão Consultoria Ltda. and Fernando Carlos Ceylão Filho, as amended June 23, 2011, December 17, 2015 and June 14, 2018, acknowledged the naming convention adopted in respect of Telesat Corporation’s shares and modified PSP Investments’ capitalization representation. | tm2132278d1_8k.htm |
| 2021-11-09 | 8-K | 2021-11-09 | 8.01 Other Events | 8.01 On or about September 8, 2021, Loral Space & Communications Inc. (“Loral”) commenced the mailing of the Election Form and Letter of Transmittal (the “Election Form”) whereby Loral stockholders may elect (each such election, an “Election”) the consideration to be received upon the closing of the merger provided for in the Transaction Agreement and Plan of Merger, dated November 23, 2020 (the “Transaction Agreement”). | tm2132370d1_8k.htm |
| 2021-09-14 | 8-K | 2021-09-08 | 8.01 Other Events | 8.01 As previously announced, at a reconvened special meeting of stockholders of Loral Space & Communications Inc. (“Loral”) held on August 23, 2021, Loral’s stockholders approved each of the proposals described in Loral’s proxy statement dated June 30, 2021 (the “Proxy Statement”), including the proposal to consider and vote on the adoption of the Transaction Agreement (as described in the Proxy Statement). | lorl-20210908x8k.htm |
| 2021-08-23 | 8-K | 2021-08-23 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On August 23, 2021, we reconvened a special meeting of stockholders (the “Special Meeting”) of Loral Space & Communications Inc. (“Loral”) to consider and vote on the proposals described in our proxy statement dated June 30, 2021 (the “Proxy Statement”). 8.01 Under the terms of that certain rights agreement, dated as of November 23, 2020 (the “Rights Agreement”), between Loral and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent, the Rights Agreement and all preferred share purchase rights issued thereunder (the “Rights”) expire upon the first to occur of: (a) approval of the Transaction by a majority of shares held by Disinterested Stockholders as contemplated by the Transaction Agreement, (b) termination of the Transaction Agreement in accordance with its terms and (c) November 22, 2021. | lorl-20210823x8k.htm |
| 2021-08-06 | 8-K | 2021-08-06 | 8.01 Other Events | 8.01 Loral Space & Communications Inc. (“Loral”) has been informed by Telesat Canada (“Telesat”) of recent developments regarding the possibility of a financing transaction for the development of Telesat Lightspeed, Telesat’s low-earth-orbit satellite system (the “Potential Financing Transaction”). | lorl-20210806x8k.htm |
| 2021-06-24 | 8-K | 2021-06-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 24, 2021, pursuant to Section 12.8 of the Transaction Agreement (defined below), Loral Space & Communications Inc. (“Loral”), with the approval of the special committee of the board of directors of Loral, entered into Amendment No. 1 to the Integration Agreement (“Amendment No. 1”) with the parties thereto, that replaced all references to Colin Watson in the Transaction Agreement and Plan of Merger (as it may be amended from time to time, the “Transaction Agreement”), dated as of November 23, 2020, by and among Telesat Canada (“Telesat”), Telesat Corporation (“Telesat Corporation”), Telesat Partnership LP (“Telesat Partnership”), Telesat CanHoldco Corporation, Loral, Lion Combination Sub Corporation, Public Sector Pension Investment Board (“PSP Investments”), Red Isle Private Investments Inc. and certain funds managed by MHR Fund Management LLC, with references to Clare Copeland, the transferee of the Transit Director Voting Preferred Shares (as defined in the Transaction Agreement) formerly held by the estate of Colin Watson. | tm2119662d1_8k.htm |
| 2021-06-17 | 8-K | 2021-06-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 We held our Annual Meeting of Stockholders for 2020 on June 17, 2021. | lorl-20210617x8k.htm |
| 2021-04-26 | 8-K | 2021-04-20 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.08 Shareholder Director Nominations; 8.01 Other Events | 1.01 On April 23, 2021, Loral Space & Communications Inc. (“Loral” or the “Company”), along with Telesat Canada (“Telesat”), Public Sector Pension Investment Board (“PSP Investments”) and 4440480 Canada Inc., an indirect wholly-owned subsidiary of the Company (the “Special Purchaser”), entered into Restricted Share Unit Grant Agreements with respect to shares in Telesat (the “RSU Grant Agreements”) with the following executives of Telesat: Daniel Goldberg, President and Chief Executive Officer, Andrew Browne, Chief Financial Officer, Erwin Hudson, Vice President, LEO, and Michael Schwartz, Senior Vice President, Corporate and Business Development (each a “Participant” and collectively, the “Participants”). 1.02 On April 25, 2021, Telesat and each of the Participants entered into an Option Cancellation Agreement pursuant to which each of the Participants surrendered, and Telesat cancelled, certain options (collectively, the “Options”) to acquire Telesat shares previously granted to the Participants. 5.03 On April 22, 2021, the Board of Directors of Loral approved and adopted Amendment No. 2 to the Amended and Restated Bylaws of Loral Space & Communications Inc. to extend the period in which Loral may notify its stockholders of stockholder meetings from 10-50 days prior to the meeting date to 10-60 days prior to the meeting date. 5.08 The Company did not hold an annual meeting of stockholders in 2020. 8.01 On April 20, 2021, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Nasdaq staff has determined to grant the Company an extension to June 30, 2021 to regain compliance with Rule 5620(a) of the Nasdaq Listing Rules, which required the Company to hold an annual meeting of stockholders within 12 months of the end of the Company’s fiscal year on December 31, 2019. | lorl-20210420x8k.htm |
| 2021-02-19 | 8-K | 2021-02-11 | 8.01 Other Events | 8.01 On February 11, 2021, Telesat Corporation and Telesat Partnership LP confidentially submitted a draft registration statement on Form F-4 to the Securities and Exchange Commission (“SEC”) relating to the previously disclosed integration transaction contemplated by the Transaction Agreement and Plan of Merger, dated November 23, 2020, among Loral Space & Communications Inc. (“Loral”), Telesat Canada (“Telesat”), Telesat Partnership LP (“Telesat Partnership”), Telesat Corporation, Telesat CanHold Corporation, Lion Combination Sub Corporation, Public Sector Pension Investment Board (“PSP Investments”) and Red Isle Private Investments Inc. The registration statement, when filed, will include a preliminary proxy statement of Loral with respect to the delayed 2020 annual meeting of Loral stockholders. | lorl-20210211x8k.htm |
| 2021-01-07 | 8-K | 2021-01-05 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 8.01 On January 5, 2021, Loral Space & Communications Inc. (“Loral” or the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Rule 5620(a) of the Nasdaq Listing Rules (the “Rules”) as a result of the Company not having held an annual meeting of stockholders within 12 months of the end of the Company’s fiscal year on December 31, 2019. | lorl-20210105x8k.htm |