UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | January 12, 2010 |
Loral Space & Communications Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 1-14180 | 87-0748324 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 600 Third Avenue, New York, New York | 10016 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | (212) 697-1105 |
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2010, Mr. C. Patrick DeWitt was elected to the Board of Directors of Space Systems/Loral, Inc. ("SS/L"), a wholly-owned subsidiary of Loral Space & Communications Inc. (the "Company" or "Loral"), and was appointed non-executive Chairman of the Board. As previously disclosed, effective as of December 31, 2009, Mr. DeWitt relinquished his duties as Chief Executive Officer of SS/L.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 12, 2010, in order to accommodate Mr. DeWitt’s election to the Board of Directors of SS/L as set forth in Item 5.02 above, the Board of Directors of Loral amended the Loral Bylaws to eliminate the provision of the Bylaws that required the Company to cause the Board of Directors of SS/L to be the same as the Board of Directors of Loral. Amendment No. 1 to the Bylaws of Loral Space & Communications Inc. dated January 12, 2010 is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
3.1 Amendment No. 1 to Bylaws of Loral Space & Communications dated January 12, 2010
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Loral Space & Communications Inc. | ||||
| January 15, 2010 | By: |
Avi Katz
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| Name: Avi Katz | ||||
| Title: Senior Vice President, General Counsel and Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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3.1
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Amendment No. 1 to Bylaws of Loral Space & Communications dated January 12, 2010 |
AMENDMENT NO. 1
TO
LORAL SPACE & COMMUNICATIONS INC.
INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE
Article III, Section 14 of the Amended and Restated Bylaws of Loral Space & Communications Inc. dated December 23, 2008 is hereby amended and restated in it entirety to read as follows:
Section 14. Boards of Directors of Related Entities . So long as the Corporation continues to own, directly or indirectly, a majority of the outstanding capital stock entitled to vote generally at meetings of Loral Skynet Corporation, a Delaware corporation (“Skynet”), the Corporation shall cause the board of directors, chairman and vice chairman of the board of directors of Skynet to be the same as the Board of Directors, Chairman and Vice Chairman of the Board of Directors of the Corporation at all times. Any amendment of this Section 14 by the Board of Directors shall require the affirmative vote of not less than seventy-five percent (75%) of the Board of Directors of the Corporation.
Dated: January 12, 2010