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<P align="center" style="font-size: 10pt"><B>As filed with the
Securities and Exchange Commission on June&nbsp;15, 2004</B>



<P align="right" style="font-size: 10pt"><B>Registration No.&nbsp;333-</B>



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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>


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<P align="center" style="font-size: 18pt"><B>Form&nbsp;S-8</B>


<P align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B>


<P align="center" style="font-size: 24pt"><B>Intelsat, Ltd.</B>

<DIV align="center" style="font-size: 10pt"><I>(Exact name of registrant as specified in its charter)</I></DIV>


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    <TD width="47%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Bermuda</B><BR>
<I>(State or other jurisdiction of<BR>
incorporation or organization)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>98-0346003</B><BR>
<I>(IRS Employer<BR>
Identification Number)</I></TD>
</TR>

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</TABLE>
</DIV>



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<P align="center" style="font-size: 10pt"><B>North Tower, 2nd Floor<BR>
90 Pitts Bay Road<BR>
Pembroke HM 08, Bermuda</B><BR>
<I>(Address, including zip code, of registrant&#146;s principal executive offices)</I>



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<P align="center" style="font-size: 10pt"><B>INTELSAT, LTD.<BR>
2001 SHARE OPTION PLAN<BR>
2004 SHARE INCENTIVE PLAN</B><BR>
<I>(Full titles of the plans)</I>



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<P align="center" style="font-size: 10pt"><B>David B. Meltzer<BR>
Intelsat Global Service Corporation<BR>
3400 International Drive, N.W.<BR>
Washington, D.C. 20008-3098<BR>
(202)&nbsp;944-6800</B><BR>
<I>(Name, address, including zip code, and telephone number, including area code, of agent for service)</I>



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<P align="center" style="font-size: 10pt"><B><I>Copies to:</I></B><BR>
<B>Melissa Allison Warren<BR>
Venable LLP<BR>
Two Hopkins Plaza, 18</B><SUP>th</SUP> <B>Floor<BR>
Baltimore, Maryland 21201<BR>
(410)&nbsp;244-7400</B>



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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registered(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price per share(3)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration fee</B><HR size="1" noshade></TD>
</TR>

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    <TD><DIV style="margin-left:10px; text-indent:-10px">Ordinary shares,
par value $3.00 per
share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">10,053,333 shares(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14.16</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">142,355,196</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">18,037</TD>
    <TD nowrap>(4)</TD>
</TR>

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</DIV>



<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), this registration statement also covers any additional
ordinary shares that may become issuable in accordance with the provisions
of the plans described herein as a result of any future share split, share
dividend or similar adjustment of the registrant&#146;s issued and outstanding
ordinary shares that results in an increase in the number of ordinary
shares issued and outstanding.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents the maximum number of Intelsat, Ltd.&#146;s ordinary shares
issuable pursuant to share incentive awards under the Intelsat, Ltd. 2001
Share Option Plan and the Intelsat, Ltd. 2004 Share Incentive Plan covered
by this registration statement.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee in
accordance with Rule&nbsp;457(h)(1) under the Securities Act based on the book
value per issued and outstanding ordinary share of Intelsat, Ltd. of
$14.16 as of March&nbsp;31, 2004.</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule 457(p) under the Securities Act, the registration fee
due in connection with this registration statement is offset by the
$63,350 registration fee paid by the registrant under the Registration
Statement on Form F-1, File No.&nbsp;333-113589, filed on March&nbsp;15, 2004.</TD>
</TR>

</TABLE>


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<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>


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    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Page Number</B><HR size="1" noshade></TD>
</TR>

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    <TD><DIV style="margin-left:10px; text-indent:-10px">PART I Information Required in the Section&nbsp;10(a) Prospectus</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">PART II</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;3. Incorporation of Documents by Reference</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;4. Description of Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;5. Interests of Named Experts and Counsel</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;6. Indemnification of Directors and Officers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;7. Exemption from Registration Claimed</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;8. Exhibits</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;9. Undertakings</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Signatures and Power of Attorney</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Exhibit&nbsp;Index</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I will be sent
or given to participants under the Intelsat, Ltd. 2001 Share Option Plan and
the Intelsat, Ltd. 2004 Share Incentive Plan as specified by Rule&nbsp;428(b)(1)
under the Securities Act. In accordance with the note to Part&nbsp;I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission,
referred to as the SEC, either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule&nbsp;424 under the
Securities Act.


<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with or furnished to the SEC are
incorporated by reference in this registration statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>annual report on Form 20-F for the fiscal year ended December
31, 2003 filed with the SEC on March&nbsp;15, 2004; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>quarterly report for the period ended March&nbsp;31, 2004 on Form
6-K furnished to the SEC on May&nbsp;11, 2004.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents filed by us with the SEC pursuant to
Section&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this registration statement and prior to the filing
of a post-effective amendment indicating that all securities offered have been
sold or deregistering all securities then remaining unsold shall be deemed to
be incorporated by reference in this registration statement and to be a part of
this registration statement from the date of filing of these documents. Any
statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement relates to ordinary shares of $3.00 par value
each of Intelsat, Ltd. that may be issued upon exercise of share incentive
awards under the Intelsat, Ltd. 2001 Share Option Plan and the Intelsat, Ltd.
2004 Share Incentive Plan. References in this registration statement to &#147;we&#148;,
&#147;us&#148; and &#147;our&#148; refer to Intelsat, Ltd. and, unless the context requires
otherwise, to its subsidiaries. References to &#147;the plans&#148; or &#147;our share
incentive plans&#148; refer to the Intelsat, Ltd. 2001 Share Option Plan and the
Intelsat, Ltd. 2004 Share Incentive Plan together. The ordinary shares that
may be issued upon exercise of share incentive awards under the plans are
described below. A holder of a share incentive award who has not exercised the
award and acquired ordinary shares of Intelsat, Ltd. has no rights as a
shareholder of Intelsat, Ltd. and is not entitled to any dividends, voting
rights or other rights associated with the ordinary shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of March&nbsp;31, 2004, we had 176,720,088 ordinary shares of $3.00 par
value each issued and outstanding or reserved for issuance. Of this amount,
166,666,755 ordinary shares were issued and outstanding, and up to 10,053,333
ordinary shares were reserved for issuance pursuant to our share incentive
plans. There are no limitations under Bermuda law or under our memorandum of
association or bye-laws on the rights of persons who are non-residents of
Bermuda to hold or vote our ordinary shares.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is a summary of some of the rights of the holders of our
ordinary shares. These rights are set out in our memorandum of association and
bye-laws or are provided under applicable Bermuda law or the Member Protection
Rights Agreement, as amended, adopted by our board of directors, referred to in
this registration statement as the Member Protection Rights Agreement, and may
differ from those typically provided to shareholders of U.S. corporations under
the corporations laws of some states of the United States. This summary does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all of the provisions of our memorandum of association,
bye-laws and Member Protection Rights Agreement. For more information, you
should read our memorandum of association, bye-laws and Member Protection
Rights Agreement, as well as Item&nbsp;10.B of our annual report on Form 20-F for
the fiscal year ended December&nbsp;31, 2003 filed with the SEC on March&nbsp;15, 2004,
which is incorporated by reference in this registration statement.


<P align="left" style="font-size: 10pt"><B><I>Voting Rights and Preemptive, Redemption, Conversion or Sinking Fund Rights</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of our ordinary shares are entitled to one vote per share held of
record on all matters submitted to a vote of the shareholders. Other than
pursuant to the Member Protection Rights Agreement discussed below under
&#147;Member Protection Rights Agreement,&#148; holders of our ordinary shares have no
preemptive, redemption, conversion or sinking fund rights.


<P align="left" style="font-size: 10pt"><B><I>Dividend Rights</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Bermuda law, a company&#146;s board of directors may declare and pay
dividends from time to time unless there are reasonable grounds for believing
that the company is, or after the payment would be, unable to pay its
liabilities as they become due or that the realizable value of the company&#146;s
assets would thereby be less than the aggregate of its liabilities and issued
share capital and share premium accounts. Under our bye-laws, each ordinary
share is entitled to dividends if, as and when dividends are declared by our
board of directors, subject to any preferred dividend right of the holders of
any issued and outstanding preference shares. As of March&nbsp;31, 2004, we had
2,500,000 preference shares of $3.00 par value each authorized for issuance and
no preference shares issued or outstanding. There are no restrictions on our
ability to transfer funds, other than funds denominated in Bermuda dollars, in
or out of Bermuda or to pay dividends to U.S. residents who are holders of our
ordinary shares.


<P align="left" style="font-size: 10pt"><B><I>Modifications of Shareholder Rights</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bye-laws provide that if our share capital is divided into different
classes of shares, the rights attached to any class of shares, unless otherwise
provided for by the terms of issue of the shares of that class, may be varied
by the written consent of holders of three fourths of the issued shares of that
class or by a resolution passed by a majority of the votes cast at a separate
general meeting of the holders of the shares of that class in accordance with
Section&nbsp;47(7) of the Companies Act 1981 of Bermuda, referred to in this
registration statement as the Companies Act. Our bye-laws specify that the
creation or issue of shares ranking equally with existing shares will not,
unless expressly provided by the terms of issue of those existing shares, vary
the rights attached to existing shares.


<P align="left" style="font-size: 10pt"><B><I>Transfers of Shares</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A holder of our ordinary shares may transfer shares to another person by
completing an instrument of transfer substantially in the form set out in our
bye-laws or in such other common form as our board of directors may accept. The
form must be signed by the transferor and transferee. However, in the case of
fully paid shares, our board of directors may accept a form signed only by the
transferor. The transferor will remain the holder of the shares until the
transfer has been recorded in our register of shareholders. Our board of
directors may refuse to recognize an instrument of transfer unless it is
accompanied by the certificate for the shares to which it pertains and by such
other evidence the board of directors may reasonably require to evidence the
transferor&#146;s right to make the transfer.


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<P align="left" style="font-size: 10pt"><B><I>Rights Upon Dissolution</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bye-laws state that in the event of Intelsat, Ltd.&#146;s dissolution or
winding up, the holders of our ordinary shares are entitled to share in our
surplus assets, if any, remaining after the payment of all of our debts and
liabilities, subject to any liquidation preference on any issued and
outstanding preference shares. Our bye-laws state that if we are wound up, the
liquidator may, upon the approval of the shareholders, divide all or any part
of our assets among our shareholders. The liquidator may, for the purpose of
distributing our assets to our shareholders, set the value of our assets and
determine how the division of our assets shall be carried out as between our
shareholders or any different classes of our shareholders.


<P align="left" style="font-size: 10pt"><B><I>Votes Required for Corporate Actions</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Bermuda law, we are required to convene at least one general
shareholders&#146; meeting per calendar year. Under Bermuda law and under our
bye-laws, general meetings of our shareholders may be either annual or special.
Bermuda law and our bye-laws provide that special general meetings may be
called if requested by shareholders holding not less than 10% of the paid-up
share capital of the company carrying the right to vote at general meetings.
Under our bye-laws and in accordance with Bermuda law, the chairman, the deputy
chairman or our board of directors may convene a special general meeting
whenever in their judgment it is deemed necessary.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless required by Bermuda law or specifically provided in our bye-laws,
voting at any general meeting of shareholders is generally decided by a simple
majority of the votes cast at a meeting at which a quorum is present. If an
equal number of votes are cast for and against a resolution, the resolution
will fail.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;However, with respect to the election of any of our directors prior to the
date of our initial public equity offering, our bye-laws provide that each
holder of our ordinary shares will be entitled to cast a number of votes equal
to the number of directors to be elected multiplied by the number of shares
held by this holder, and that the votes cast by this holder may be divided
among any number of candidates up to a maximum number equal to the number of
directors to be elected.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In general, our bye-laws provide that the quorum requirement for a
shareholders&#146; meeting will be satisfied if at least two persons are present in
person and represent in person or by proxy in excess of 50% of our total issued
and outstanding voting shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;However, prior to the date of our initial public offering, our bye-laws
may only be amended by a supermajority vote and, from and after the date of our
initial public equity offering, some provisions of our bye-laws can be amended
only by a majority vote of our shareholders at a meeting where a quorum
representing a supermajority of our shareholders is present, as described below
under &#147;Amendment of Memorandum of Association and Bye-laws&#148; and &#147;Supermajority
Voting and Quorum Requirements.&#148; In addition, prior to the date of our initial
public equity offering, we may not undertake certain actions or transactions
specified in our bye-laws without the approval of shareholders representing at
least 60% of our total issued and outstanding voting shares. These actions or
transactions include, among others, the creation of any class of shares not
already provided for in our bye-laws, any change in our authorized shares, the
incurrence by us of indebtedness that would result in our total indebtedness
exceeding a specified level, any dissolution, liquidation or winding-up of us
unless our shareholders become shareholders on the same proportionate basis in
a successor entity and our commencement of any voluntary bankruptcy or similar
insolvency proceeding. These actions or transactions also include specified
acquisitions and dispositions of assets, as well as specified amalgamations,
mergers, consolidations and other strategic transactions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From and after the date of our initial public equity offering, certain
actions or transactions involving us must be approved by shareholders
representing not less than a majority of the votes cast at a general meeting of
our shareholders at which a quorum of at least two persons present in person or
by proxy representing not less than two thirds of our total issued and
outstanding voting shares is present. These actions or transactions include,
among others, any dissolution, liquidation or winding-up of us unless our
shareholders become shareholders on the same proportionate basis in a successor
entity, our commencement of any voluntary bankruptcy or similar insolvency
proceeding, specified acquisitions and dispositions of assets, and specified
amalgamations, mergers, consolidations and other strategic transactions.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to these supermajority vote or supermajority quorum
requirements, our bye-laws require a supermajority vote of our shareholders or
a supermajority quorum for some changes to our bye-laws or other actions by us.
For information regarding these matters, see &#147;Mergers, Consolidations,
Amalgamations and Business Combinations&#148; and &#147;Amendment of Memorandum of
Association and Bye-laws&#148; below.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Every holder of ordinary shares present in person and every person holding
a valid proxy is entitled to vote at a general meeting of our shareholders.


<P align="left" style="font-size: 10pt"><B><I>Mergers, Consolidations, Amalgamations and Business Combinations</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless a company&#146;s bye-laws provide otherwise, Bermuda law imposes
specified director and shareholder approval requirements in connection with the
amalgamation of a Bermuda company with an unaffiliated company. In our case, as
noted above, our bye-laws provide special approval requirements for certain
mergers, consolidations or amalgamations. Under our bye-laws, as noted below,
from and after the date of our initial public equity offering, there are also
special approval requirements for specified business combinations involving us
and an interested party. Other amalgamations involving us will require the
approval of our board of directors and, in general, the approval set forth
under the Companies Act, which is the approval of shareholders holding at least
75% of the votes cast at a meeting of our shareholders at which, pursuant to
our bye-laws, there must be a quorum of at least two persons representing in
person or by proxy in excess of 50% of our total issued and outstanding voting
shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Generally, and except as described in our bye-laws, from and after the
date of our initial public equity offering, a business combination involving us
and an interested party or any of its affiliates requires the approval of
shareholders holding at least 75% of the total voting power of all of our then
issued and outstanding voting shares, in each case voting together as a single
class, including the affirmative vote of at least two thirds of the total
voting shares held by shareholders other than the interested party. The purpose
of this requirement is to ensure that, in any business combination with an
interested party, all shareholders receive a price per share equal to the
highest price paid by the interested party for any shares.


<P align="left" style="font-size: 10pt"><B><I>Repurchase Rights</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Bermuda law, a company may repurchase its issued and outstanding
shares out of funds legally available for the repurchase of shares. No
repurchase may be effected if there are reasonable grounds for believing that
the company is, or after effecting the share repurchase would be, unable to pay
its liabilities as they become due or if as a result of the repurchase the
issued share capital of the company would be reduced below the minimum capital
specified for the company in its memorandum of association. In general, a
repurchase of our securities can be authorized by our board of directors.
However, under our bye-laws in general and subject to certain exceptions, from
and after the date of our initial public equity offering, a repurchase of our
securities by us that has the effect, directly or indirectly, of increasing the
proportionate share of the issued and outstanding shares of any class of equity
securities or securities convertible into equity securities of us or any of our
subsidiaries that is directly or indirectly beneficially owned by an interested
party or any affiliate of an interested party requires the approval of our
board of directors and the affirmative vote of the holders of at least 75% of
the total voting power of all the voting shares then issued and outstanding, in
each case voting together as a single class, which shall include the
affirmative vote of at least two thirds of the total voting power of the voting
shares issued and outstanding held by shareholders other than the interested
party.


<P align="left" style="font-size: 10pt"><B><I>Amendment of Memorandum of Association and Bye-laws</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bermuda law provides that the memorandum of association of a company may
be amended by a resolution passed at a general meeting of shareholders of which
due notice has been given. An amendment to the memorandum of association that
alters the company&#146;s business objects may require the approval of the Bermuda
Minister of Finance, who may grant or withhold approval at his or her
discretion. Prior to the date of our initial public equity offering, our
memorandum of association cannot be amended without the approval of
shareholders representing at least 60% of our total issued and outstanding
voting shares. Our bye-laws provide that no bye-law shall be rescinded,
altered or amended, and no new bye-law shall be made, unless it


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<P align="left" style="font-size: 10pt">shall have been approved by a resolution of our board of directors and by
a resolution of the shareholders. Except as described below, an amendment or
waiver of any of our bye-laws or our memorandum of association shall be
effective with the approval of our board of directors and by a resolution
passed, prior to the date of our initial public equity offering, by
shareholders representing at least 60% of our total issued and outstanding
voting shares and, from and after the date of our initial public equity
offering, by shareholders holding not less than a majority of the votes cast a
general meeting of our shareholders.



<P align="left" style="font-size: 10pt"><B><I>Supermajority Voting and Quorum Requirements</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Some provisions of our bye-laws cannot be amended or waived without the
approval either by a supermajority vote of our shareholders or by a majority
vote of our shareholders at a meeting where a quorum representing a
supermajority of our shareholders is present. For example, until the later to
occur of July&nbsp;18, 2013 and the date the public service agreement referred to in
our bye-laws ceases to be in effect, no amendment to or waiver of our bye-law
relating to our public service obligations shall be effective without the
approval of shareholders representing not less than 100% of the voting power of
all of our issued and outstanding voting shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the affirmative vote of shareholders representing at least
75% of the voting power of all of our issued and outstanding voting shares is
required to amend or waive certain provisions of our bye-laws, including, among
others, bye-laws relating to the nomination and removal of directors, the
classification of our board of directors, the prohibition on shareholder
actions by written consent from and after the date of our initial public equity
offering, voting by shareholders at general meetings (except with respect to
votes related to certain bye-laws or actions covered by a separate
supermajority vote or quorum requirement under our bye-laws), the limitations
on beneficial ownership of our voting shares and business combinations
involving interested parties.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From and after the date of our initial public equity offering, other
provisions of our bye-laws may be amended or waived upon the approval of
shareholders representing not less than a simple majority of the votes cast at
a meeting of our shareholders, but the quorum requirement at such a meeting is
that at least two persons representing not less than two thirds of our total
issued and outstanding voting shares must be present either in person or by
proxy. These special quorum requirements apply to any vote to amend or waive,
among others, bye-laws relating to the voting, dividend, liquidation and other
rights attaching to our ordinary shares, the size and composition of our board
of directors, the nomination and qualifications of directors, quorum
requirements for board of directors and shareholder meetings and the amendment
of the quorum and voting requirements and other matters described in this
paragraph.


<P align="left" style="font-size: 10pt"><B><I>Annulment of Amendments of the Memorandum of Association</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Bermuda law, the holders of an aggregate of not less than 20% in par
value of any class of a company&#146;s share capital have the right to apply to the
Bermuda courts for an annulment of any amendment of the memorandum of
association adopted by shareholders at any general meeting, other than an
amendment that alters or reduces a company&#146;s share capital as provided in the
Companies Act. Where such an application is made, the amendment becomes
effective only to the extent that it is confirmed by the Bermuda court. An
application for an annulment of an amendment of the memorandum of association
must be made within 21&nbsp;days after the date on which the resolution altering the
company&#146;s memorandum of association is passed and may be made on behalf of
persons entitled to make the application by one or more of their number as they
may appoint in writing for the purpose. No application may be made by
shareholders voting in favor of the amendment.


<P align="left" style="font-size: 10pt"><B><I>Compulsory Acquisition of Shares Held by Minority Holders</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Bermuda law, minority shareholders can be compelled, in some
circumstances, to sell their shares under statutory procedures under the
Companies Act. These circumstances include, in general terms, the following:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to a specified &#147;scheme of arrangement&#148; under the Companies
Act. The scheme of arrangement must be effected by obtaining the
agreement of the Bermuda company and the holders of</TD>
</TR>



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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>shares representing in the aggregate a majority in number and at least 75%
in value of the shares held by shareholders present and voting in a court
ordered meeting held to consider the scheme of arrangement. In addition,
the scheme of arrangement must receive all necessary approvals, including
the approval, by court order, of the Bermuda Supreme Court. Upon the
filing of such court order with the Registrar of Companies in Bermuda, all
holders of shares could be compelled to sell their shares under the terms
of the scheme of arrangement.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If an acquiring party has, within four months after the making of a
tender offer for all of the shares or class of shares not owned by it,
or any of its subsidiaries or any of their respective nominees has
obtained the approval of the holders of 90% or more of all of the shares
or class of shares to which the offer relates, the acquiring party may,
at any time within two months beginning with the date on which the
approval was obtained, require by notice any non-tendering shareholder
to transfer its shares on the same terms as the original offer. In those
circumstances, non-tendering shareholders will be compelled to sell
their shares unless the Bermuda Supreme Court, on application made
within a one-month period from the date of the acquiring party&#146;s notice
of its intention to acquire such shares, orders otherwise.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Where the acquiring party or acquiring parties hold not less than
95% of the shares or any class of shares of a Bermuda company, such
acquiring party or acquiring parties may acquire, pursuant to a notice
given to the remaining shareholders or class of shareholders, the shares
of such remaining shareholders or class of shareholders, on the same
terms. The acquiring party is entitled and bound to acquire the shares
of the remaining shareholders or class of shareholders on the terms set
out in the notice, unless a remaining shareholder, within one month of
receiving such notice, applies to the Bermuda Supreme Court for an
appraisal of the value of their shares.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B><I>Certain Provisions of Bermuda Law</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have been designated by the Bermuda Monetary Authority as a
non-resident for Bermuda exchange control purposes. This designation allows us
to engage in transactions in currencies other than the Bermuda dollar, and
there are no restrictions on our ability to transfer funds, other than funds
denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to
United States residents who are holders of our ordinary shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Bermuda Monetary Authority has given its consent for the issue and
free transferability of our ordinary shares up to the amount of our authorized
share capital from time to time to and between non-residents of Bermuda for
exchange control purposes. Approvals or permissions given by the Bermuda
Monetary Authority do not constitute a guarantee by the Bermuda Monetary
Authority as to our performance or our creditworthiness. Accordingly, in giving
such consent or permissions, the Bermuda Monetary Authority shall not be liable
for the financial soundness, performance or default of our business or for the
correctness of any opinions or statements expressed in this registration
statement. In some cases, issuances and transfers of ordinary shares involving
persons deemed resident in Bermuda for exchange control purposes require the
specific consent of the Bermuda Monetary Authority.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with Bermuda law, share certificates are generally issued
only in the names of companies, partnerships or individuals. In the case of a
shareholder acting in a special capacity, such as a trustee, certificates may,
at the request of the shareholder, record the capacity in which the shareholder
is acting. Notwithstanding the recording of any special capacity, we are not
bound to investigate or see to the execution of any such trust. We will take no
notice of any trust applicable to any of our shares, whether or not we have
been notified of such trust.


<P align="left" style="font-size: 10pt"><B><I>Member Protection Rights Agreement</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the passing of a board resolution approving the issuance of member
protection rights pursuant to the Member Protection Rights Agreement, then as
of the effective date of our initial public equity offering each of our
ordinary shares will have attached to it a member protection right pursuant to
the Member Protection Rights Agreement. Initially, the rights will be attached
to all of our issued and outstanding ordinary shares and will be transferred
only with these shares. The rights will become exercisable and separately
certificated


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<P align="left" style="font-size: 10pt">upon the date and time of separation, which generally will occur after
certain acquisitions of our issued and outstanding ordinary shares or the
commencement of certain tender or exchange offers. The rights will, in certain
circumstances, entitle the holder to purchase certain preference shares or
other securities upon the terms set forth in the Member Protection Rights
Agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The member protection rights will not prevent a takeover of us. However,
these rights may cause substantial dilution to a person or group that acquires
15% or more of our issued and outstanding ordinary shares unless the member
protection rights are first redeemed by our board of directors. Accordingly,
if the board of directors declares a distribution of rights under the Member
Protection Rights Agreement, it may deter a takeover of us.


<P align="left" style="font-size: 10pt"><B><I>Certain Anti-Takeover Matters</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to our Member Protection Rights Agreement, our memorandum of
association and bye-laws include a number of provisions that may have the
effect of encouraging persons considering unsolicited tender offers or other
unilateral takeover proposals to negotiate with our board of directors rather
than pursue non-negotiated takeover attempts. These provisions include:


<P align="left" style="font-size: 10pt"><U>Classified Board of Directors</U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bye-laws provide for a board of directors divided into three classes.
Each class of directors is elected for a separate term, but the terms are
staggered so that the term of only one class of directors expires at each
annual general meeting of our shareholders. As a result, at least two annual
meetings of shareholders may be required for the shareholders to change a
majority of our board of directors. In addition, although shareholders may
nominate candidates for election to our board of directors, vacancies on our
board of directors may be filled only by our board of directors. Our bye-laws
also state that a director may be removed only for cause by a majority of the
directors then in office at a meeting of the directors duly called and held,
provided the notice required by our bye-laws is given to the director being
removed. The classification of directors and the inability of shareholders
either to remove directors or to fill vacancies on the board of directors will
make it more difficult to change the composition of our board of directors, but
will promote a continuity of existing management.


<P align="left" style="font-size: 10pt"><U>Advance Notice Requirements</U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bye-laws set forth advance notice procedures with regard to
shareholder proposals relating to the nomination of candidates for election as
directors or new business to be brought before meetings of our shareholders.
These procedures provide that notice of shareholder proposals must be timely
given in writing to our Secretary prior to the meeting at which the action is
to be taken. Notice must be received at our principal executive offices in
Bermuda not less than 14&nbsp;days or, from and after the date of our initial public
equity offering, 60&nbsp;days nor more than 90&nbsp;days prior to the date of the
meeting. In the case of a special general meeting, notice of a shareholder
proposal also must be delivered not more than seven days after notice of the
meeting has been provided. The notice must contain information specified in our
bye-laws. Prior to the date of our initial public equity offering, a proposal
may only be made by shareholders collectively owning at least 0.05% of our
issued and outstanding share capital. No such requirement applies from and
after the date of our initial public equity offering.


<P align="left" style="font-size: 10pt"><U>No Written Consent of Shareholders</U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From and after the date of our initial public equity offering, our
bye-laws require all shareholder actions to be taken by a vote of the
shareholders at an annual or special general meeting and do not permit our
shareholders to act by written consent without a meeting.


<P align="left" style="font-size: 10pt"><U>15% Limit</U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On or prior to the date of our initial public equity offering, subject to
specified exceptions set forth in our bye-laws, including exceptions relating
to certain grandfathered shareholders, no shareholder, individually or
collectively with its affiliates, may beneficially own or acquire beneficial
ownership of more than 15% of the


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<P align="left" style="font-size: 10pt">total number of our issued and outstanding voting shares or possess or
acquire the right to vote, or the right to direct the voting of, more than 15%
of the total voting power of our issued and outstanding voting shares.



<P align="left" style="font-size: 10pt"><U>Amendment of Bye-laws</U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bye-laws require the approval of shareholders representing at least
75% of the voting power of all of our issued and outstanding voting shares to
amend or waive any of the bye-laws described in this section &#147;Certain
Anti-Takeover Matters.&#148; This requirement will make it more difficult to dilute
the anti-takeover effects of our bye-laws.


<P align="left" style="font-size: 10pt"><B><I>Bermuda Taxation</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of the date of this registration statement, there is no Bermuda income
or profits tax, withholding tax, capital gains tax, capital transfer tax,
estate duty or inheritance tax payable by our shareholders in respect of our
ordinary shares. There is currently no comprehensive income tax treaty between
the United States and Bermuda.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bermuda law permits a Bermuda company to indemnify its directors and
officers, except in respect of their fraud or dishonesty. We have provided in
our bye-laws that our directors and officers and their heirs, executors and
administrators will be indemnified and held harmless to the fullest extent
permitted by law out of the assets of Intelsat, Ltd. for all actions, costs,
charges, losses, damages and expenses they will or may incur or sustain by
reason of any act done, concurred in or omitted to be done in the execution of
their duties, other than in the case of their fraud or dishonesty. In addition,
we have provided in our bye-laws that each of our shareholders agrees to waive
any claim or right of action, individually or in the right of Intelsat, Ltd.,
against any director or officer of Intelsat, Ltd. on account of any action
taken by such director or officer, or the failure of such director or officer
to take any action, in the performance of his duties with us, other than with
respect to any matter involving any fraud or dishonesty by the director or
officer. The indemnification provided for in our bye-laws is not exclusive of
other indemnification rights to which a director or officer may be entitled,
provided that these rights do not extend to his fraud or dishonesty. We
currently indemnify certain of our executive officers against certain
liabilities arising out of their service as executive officers pursuant to
agreements with these officers.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bermuda law also permits us to purchase insurance for the benefit of our
directors and officers against any liability incurred by them for the failure
to exercise the requisite care, diligence and skill in the exercise of their
powers and the discharge of their duties, or indemnifying them in respect of
any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust, as long as this indemnification
does not extend to their fraud or dishonesty. We maintain an insurance policy
indemnifying our directors and officers. This policy does not extend to our
directors&#146; or officers&#146; fraud or dishonesty.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="95%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Memorandum of Association of Intelsat, Ltd. (incorporated by reference to Exhibit
3.2 of the Registration Statement on Form&nbsp;F-4, File No.&nbsp;333-99189, filed on
September&nbsp;5, 2002).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bye-laws of Intelsat, Ltd. (incorporated by reference to Exhibit&nbsp;3.3 of the
Registration Statement on Form&nbsp;F-4, File No.&nbsp;333-99189, filed on September&nbsp;5,
2002).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member Protection Rights Agreement, dated as of July&nbsp;18, 2001, between Intelsat,
Ltd. and The Bank of New York, as Rights Agent (incorporated by reference to
Exhibit&nbsp;10.7 of the Registration Statement on Form&nbsp;F-4, File No.&nbsp;333-99189, filed
on September&nbsp;5, 2002).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Member Protection Rights Agreement, dated as of May&nbsp;10, 2004,
by and between Intelsat, Ltd. and The Bank of New York.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Intelsat, Ltd. 2001 Share Option Plan (incorporated by reference to Exhibit&nbsp;4 of
the Registration Statement on Form&nbsp;8-A, File No.&nbsp;000-50262, filed on April&nbsp;30,
2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Intelsat, Ltd. 2004 Share Incentive Plan.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of opinion of Conyers Dill &#038; Pearman as to the validity of the ordinary
shares being registered.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Conyers Dill &#038; Pearman (included in Exhibit&nbsp;5.1).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on the signature page to this registration statement).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">* &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Filed herewith.



<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;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; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.


<P align="center" style="font-size: 10pt">-9-
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant&#146;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&#146;s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule&nbsp;14a-3 or Rule&nbsp;14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article&nbsp;3 of Regulation&nbsp;S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;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 any provision or arrangement, 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.


<P align="center" style="font-size: 10pt">-10-
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, United States of
America, on June&nbsp;15, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">INTELSAT, LTD.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Conny Kullman
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Conny Kullman&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Conny Kullman, William Atkins and David
Meltzer, and each of them, his or her attorneys-in-fact, each with full power
of substitution for him or her in any and all capacities, to sign any and all
amendments to this registration statement, including any and all pre-effective
and post-effective amendments, and to file such registration statements and any
and all amendments thereto, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Conny Kullman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chief Executive Officer and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(principal executive officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Conny Kullman</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William Atkins
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chief Financial Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(principal financial officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">William Atkins</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Mark Moyer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Senior Vice President and Controller
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(principal accounting officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Mark Moyer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John Sponyoe
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director and Chairman
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">John Sponyoe</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Carlos Adamo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Carlos Adamo</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Fabiola Arredondo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Fabiola Arredondo</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Brian Dailey
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Brian Dailey</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Didier Delepine
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Didier Delepine</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">-11-
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Herbert Fiuza
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Herbert Fiuza</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Hans Fj&#248;sne
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Hans Fj&#248;sne</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Gary Howard
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Gary Howard</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Boon Hwee Koh
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Boon Hwee Koh</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Cheik-Tidiane Mbaye
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Cheikh-Tidiane Mbaye</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Ken Miller
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ken Miller</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Paul Pizzani
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Paul Pizzani</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Philippe-Olivier Rousseau
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Philippe-Olivier Rousseau</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robin Turner
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robin Turner</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Christopher Vonwiller
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Christopher Vonwiller</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ David Meltzer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Authorized Representative in the
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">June&nbsp;15, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">United States</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">David Meltzer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">-12-
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="95%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Memorandum of Association of Intelsat, Ltd. (incorporated by reference to Exhibit
3.2 of the Registration Statement on Form&nbsp;F-4, File No.&nbsp;333-99189, filed on
September&nbsp;5, 2002).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bye-laws of Intelsat, Ltd. (incorporated by reference to Exhibit&nbsp;3.3 of the
Registration Statement on Form&nbsp;F-4, File No.&nbsp;333-99189, filed on September&nbsp;5,
2002).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Member Protection Rights Agreement, dated as of July&nbsp;18, 2001, between Intelsat,
Ltd. and The Bank of New York, as Rights Agent (incorporated by reference to
Exhibit&nbsp;10.7 of the Registration Statement on Form&nbsp;F-4, File No.&nbsp;333-99189, filed
on September&nbsp;5, 2002).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Member Protection Rights Agreement, dated as of May&nbsp;10, 2004,
by and between Intelsat, Ltd. and The Bank of New York.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Intelsat, Ltd. 2001 Share Option Plan (incorporated by reference to Exhibit&nbsp;4 of
the Registration Statement on Form&nbsp;8-A, File No.&nbsp;000-50262, filed on April&nbsp;30,
2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Intelsat, Ltd. 2004 Share Incentive Plan.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of opinion of Conyers Dill &#038; Pearman as to the validity of the ordinary
shares being registered.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Conyers Dill &#038; Pearman (included in Exhibit&nbsp;5.1).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on the signature page to this registration statement).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">* &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Filed herewith.




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>
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sv8
As filed with the
Securities and Exchange Commission on June 15, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Intelsat, Ltd.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
98-0346003
(IRS Employer
Identification Number)
North Tower, 2nd Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(Address, including zip code, of registrant's principal executive offices)
INTELSAT, LTD.
2001 SHARE OPTION PLAN
2004 SHARE INCENTIVE PLAN
(Full titles of the plans)
David B. Meltzer
Intelsat Global Service Corporation
3400 International Drive, N.W.
Washington, D.C. 20008-3098
(202) 944-6800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Melissa Allison Warren
Venable LLP
Two Hopkins Plaza, 18
th
Floor
Baltimore, Maryland 21201
(410) 244-7400
CALCULATION OF REGISTRATION FEE
Title of securities
Amount to be
Proposed maximum
Proposed maximum
Amount of
to be registered
registered(1)
offering price per share(3)
aggregate offering price
registration fee
Ordinary shares,
par value $3.00 per
share
10,053,333 shares(2)
$
14.16
$
142,355,196
$
18,037
(4)
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers any additional
ordinary shares that may become issuable in accordance with the provisions
of the plans described herein as a result of any future share split, share
dividend or similar adjustment of the registrant's issued and outstanding
ordinary shares that results in an increase in the number of ordinary
shares issued and outstanding.
(2)
Represents the maximum number of Intelsat, Ltd.'s ordinary shares
issuable pursuant to share incentive awards under the Intelsat, Ltd. 2001
Share Option Plan and the Intelsat, Ltd. 2004 Share Incentive Plan covered
by this registration statement.
(3)
Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) under the Securities Act based on the book
value per issued and outstanding ordinary share of Intelsat, Ltd. of
$14.16 as of March 31, 2004.
(4)
Pursuant to Rule 457(p) under the Securities Act, the registration fee
due in connection with this registration statement is offset by the
$63,350 registration fee paid by the registrant under the Registration
Statement on Form F-1, File No. 333-113589, filed on March 15, 2004.
TABLE OF CONTENTS
Page Number
PART I Information Required in the Section 10(a) Prospectus
1
PART II
Item 3. Incorporation of Documents by Reference
2
Item 4. Description of Securities
2
Item 5. Interests of Named Experts and Counsel
7
Item 6. Indemnification of Directors and Officers
7
Item 7. Exemption from Registration Claimed
8
Item 8. Exhibits
8
Item 9. Undertakings
9
Signatures and Power of Attorney
10
Exhibit Index
12
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to participants under the Intelsat, Ltd. 2001 Share Option Plan and
the Intelsat, Ltd. 2004 Share Incentive Plan as specified by Rule 428(b)(1)
under the Securities Act. In accordance with the note to Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission,
referred to as the SEC, either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with or furnished to the SEC are
incorporated by reference in this registration statement:
•
annual report on Form 20-F for the fiscal year ended December
31, 2003 filed with the SEC on March 15, 2004; and
•
quarterly report for the period ended March 31, 2004 on Form
6-K furnished to the SEC on May 11, 2004.
All reports and other documents filed by us with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this registration statement and prior to the filing
of a post-effective amendment indicating that all securities offered have been
sold or deregistering all securities then remaining unsold shall be deemed to
be incorporated by reference in this registration statement and to be a part of
this registration statement from the date of filing of these documents. Any
statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
This registration statement relates to ordinary shares of $3.00 par value
each of Intelsat, Ltd. that may be issued upon exercise of share incentive
awards under the Intelsat, Ltd. 2001 Share Option Plan and the Intelsat, Ltd.
2004 Share Incentive Plan. References in this registration statement to "we",
"us" and "our" refer to Intelsat, Ltd. and, unless the context requires
otherwise, to its subsidiaries. References to "the plans" or "our share
incentive plans" refer to the Intelsat, Ltd. 2001 Share Option Plan and the
Intelsat, Ltd. 2004 Share Incentive Plan together. The ordinary shares that
may be issued upon exercise of share incentive awards under the plans are
described below. A holder of a share incentive award who has not exercised the
award and acquired ordinary shares of Intelsat, Ltd. has no rights as a
shareholder of Intelsat, Ltd. and is not entitled to any dividends, voting
rights or other rights associated with the ordinary shares.
As of March 31, 2004, we had 176,720,088 ordinary shares of $3.00 par
value each issued and outstanding or reserved for issuance. Of this amount,
166,666,755 ordinary shares were issued and outstanding, and up to 10,053,333
ordinary shares were reserved for issuance pursuant to our share incentive
plans. There are no limitations under Bermuda law or under our memorandum of
association or bye-laws on the rights of persons who are non-residents of
Bermuda to hold or vote our ordinary shares.
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The following is a summary of some of the rights of the holders of our
ordinary shares. These rights are set out in our memorandum of association and
bye-laws or are provided under applicable Bermuda law or the Member Protection
Rights Agreement, as amended, adopted by our board of directors, referred to in
this registration statement as the Member Protection Rights Agreement, and may
differ from those typically provided to shareholders of U.S. corporations under
the corporations laws of some states of the United States. This summary does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all of the provisions of our memorandum of association,
bye-laws and Member Protection Rights Agreement. For more information, you
should read our memorandum of association, bye-laws and Member Protection
Rights Agreement, as well as Item 10.B of our annual report on Form 20-F for
the fiscal year ended December 31, 2003 filed with the SEC on March 15, 2004,
which is incorporated by reference in this registration statement.
Voting Rights and Preemptive, Redemption, Conversion or Sinking Fund Rights
Holders of our ordinary shares are entitled to one vote per share held of
record on all matters submitted to a vote of the shareholders. Other than
pursuant to the Member Protection Rights Agreement discussed below under
"Member Protection Rights Agreement," holders of our ordinary shares have no
preemptive, redemption, conversion or sinking fund rights.
Dividend Rights
Under Bermuda law, a company's board of directors may declare and pay
dividends from time to time unless there are reasonable grounds for believing
that the company is, or after the payment would be, unable to pay its
liabilities as they become due or that the realizable value of the company's
assets would thereby be less than the aggregate of its liabilities and issued
share capital and share premium accounts. Under our bye-laws, each ordinary
share is entitled to dividends if, as and when dividends are declared by our
board of directors, subject to any preferred dividend right of the holders of
any issued and outstanding preference shares. As of March 31, 2004, we had
2,500,000 preference shares of $3.00 par value each authorized for issuance and
no preference shares issued or outstanding. There are no restrictions on our
ability to transfer funds, other than funds denominated in Bermuda dollars, in
or out of Bermuda or to pay dividends to U.S. residents who are holders of our
ordinary shares.
Modifications of Shareholder Rights
Our bye-laws provide that if our share capital is divided into different
classes of shares, the rights attached to any class of shares, unless otherwise
provided for by the terms of issue of the shares of that class, may be varied
by the written consent of holders of three fourths of the issued shares of that
class or by a resolution passed by a majority of the votes cast at a separate
general meeting of the holders of the shares of that class in accordance with
Section 47(7) of the Companies Act 1981 of Bermuda, referred to in this
registration statement as the Companies Act. Our bye-laws specify that the
creation or issue of shares ranking equally with existing shares will not,
unless expressly provided by the terms of issue of those existing shares, vary
the rights attached to existing shares.
Transfers of Shares
A holder of our ordinary shares may transfer shares to another person by
completing an instrument of transfer substantially in the form set out in our
bye-laws or in such other common form as our board of directors may accept. The
form must be signed by the transferor and transferee. However, in the case of
fully paid shares, our board of directors may accept a form signed only by the
transferor. The transferor will remain the holder of the shares until the
transfer has been recorded in our register of shareholders. Our board of
directors may refuse to recognize an instrument of transfer unless it is
accompanied by the certificate for the shares to which it pertains and by such
other evidence the board of directors may reasonably require to evidence the
transferor's right to make the transfer.
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Rights Upon Dissolution
Our bye-laws state that in the event of Intelsat, Ltd.'s dissolution or
winding up, the holders of our ordinary shares are entitled to share in our
surplus assets, if any, remaining after the payment of all of our debts and
liabilities, subject to any liquidation preference on any issued and
outstanding preference shares. Our bye-laws state that if we are wound up, the
liquidator may, upon the approval of the shareholders, divide all or any part
of our assets among our shareholders. The liquidator may, for the purpose of
distributing our assets to our shareholders, set the value of our assets and
determine how the division of our assets shall be carried out as between our
shareholders or any different classes of our shareholders.
Votes Required for Corporate Actions
Under Bermuda law, we are required to convene at least one general
shareholders' meeting per calendar year. Under Bermuda law and under our
bye-laws, general meetings of our shareholders may be either annual or special.
Bermuda law and our bye-laws provide that special general meetings may be
called if requested by shareholders holding not less than 10% of the paid-up
share capital of the company carrying the right to vote at general meetings.
Under our bye-laws and in accordance with Bermuda law, the chairman, the deputy
chairman or our board of directors may convene a special general meeting
whenever in their judgment it is deemed necessary.
Unless required by Bermuda law or specifically provided in our bye-laws,
voting at any general meeting of shareholders is generally decided by a simple
majority of the votes cast at a meeting at which a quorum is present. If an
equal number of votes are cast for and against a resolution, the resolution
will fail.
However, with respect to the election of any of our directors prior to the
date of our initial public equity offering, our bye-laws provide that each
holder of our ordinary shares will be entitled to cast a number of votes equal
to the number of directors to be elected multiplied by the number of shares
held by this holder, and that the votes cast by this holder may be divided
among any number of candidates up to a maximum number equal to the number of
directors to be elected.
In general, our bye-laws provide that the quorum requirement for a
shareholders' meeting will be satisfied if at least two persons are present in
person and represent in person or by proxy in excess of 50% of our total issued
and outstanding voting shares.
However, prior to the date of our initial public offering, our bye-laws
may only be amended by a supermajority vote and, from and after the date of our
initial public equity offering, some provisions of our bye-laws can be amended
only by a majority vote of our shareholders at a meeting where a quorum
representing a supermajority of our shareholders is present, as described below
under "Amendment of Memorandum of Association and Bye-laws" and "Supermajority
Voting and Quorum Requirements." In addition, prior to the date of our initial
public equity offering, we may not undertake certain actions or transactions
specified in our bye-laws without the approval of shareholders representing at
least 60% of our total issued and outstanding voting shares. These actions or
transactions include, among others, the creation of any class of shares not
already provided for in our bye-laws, any change in our authorized shares, the
incurrence by us of indebtedness that would result in our total indebtedness
exceeding a specified level, any dissolution, liquidation or winding-up of us
unless our shareholders become shareholders on the same proportionate basis in
a successor entity and our commencement of any voluntary bankruptcy or similar
insolvency proceeding. These actions or transactions also include specified
acquisitions and dispositions of assets, as well as specified amalgamations,
mergers, consolidations and other strategic transactions.
From and after the date of our initial public equity offering, certain
actions or transactions involving us must be approved by shareholders
representing not less than a majority of the votes cast at a general meeting of
our shareholders at which a quorum of at least two persons present in person or
by proxy representing not less than two thirds of our total issued and
outstanding voting shares is present. These actions or transactions include,
among others, any dissolution, liquidation or winding-up of us unless our
shareholders become shareholders on the same proportionate basis in a successor
entity, our commencement of any voluntary bankruptcy or similar insolvency
proceeding, specified acquisitions and dispositions of assets, and specified
amalgamations, mergers, consolidations and other strategic transactions.
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In addition to these supermajority vote or supermajority quorum
requirements, our bye-laws require a supermajority vote of our shareholders or
a supermajority quorum for some changes to our bye-laws or other actions by us.
For information regarding these matters, see "Mergers, Consolidations,
Amalgamations and Business Combinations" and "Amendment of Memorandum of
Association and Bye-laws" below.
Every holder of ordinary shares present in person and every person holding
a valid proxy is entitled to vote at a general meeting of our shareholders.
Mergers, Consolidations, Amalgamations and Business Combinations
Unless a company's bye-laws provide otherwise, Bermuda law imposes
specified director and shareholder approval requirements in connection with the
amalgamation of a Bermuda company with an unaffiliated company. In our case, as
noted above, our bye-laws provide special approval requirements for certain
mergers, consolidations or amalgamations. Under our bye-laws, as noted below,
from and after the date of our initial public equity offering, there are also
special approval requirements for specified business combinations involving us
and an interested party. Other amalgamations involving us will require the
approval of our board of directors and, in general, the approval set forth
under the Companies Act, which is the approval of shareholders holding at least
75% of the votes cast at a meeting of our shareholders at which, pursuant to
our bye-laws, there must be a quorum of at least two persons representing in
person or by proxy in excess of 50% of our total issued and outstanding voting
shares.
Generally, and except as described in our bye-laws, from and after the
date of our initial public equity offering, a business combination involving us
and an interested party or any of its affiliates requires the approval of
shareholders holding at least 75% of the total voting power of all of our then
issued and outstanding voting shares, in each case voting together as a single
class, including the affirmative vote of at least two thirds of the total
voting shares held by shareholders other than the interested party. The purpose
of this requirement is to ensure that, in any business combination with an
interested party, all shareholders receive a price per share equal to the
highest price paid by the interested party for any shares.
Repurchase Rights
Under Bermuda law, a company may repurchase its issued and outstanding
shares out of funds legally available for the repurchase of shares. No
repurchase may be effected if there are reasonable grounds for believing that
the company is, or after effecting the share repurchase would be, unable to pay
its liabilities as they become due or if as a result of the repurchase the
issued share capital of the company would be reduced below the minimum capital
specified for the company in its memorandum of association. In general, a
repurchase of our securities can be authorized by our board of directors.
However, under our bye-laws in general and subject to certain exceptions, from
and after the date of our initial public equity offering, a repurchase of our
securities by us that has the effect, directly or indirectly, of increasing the
proportionate share of the issued and outstanding shares of any class of equity
securities or securities convertible into equity securities of us or any of our
subsidiaries that is directly or indirectly beneficially owned by an interested
party or any affiliate of an interested party requires the approval of our
board of directors and the affirmative vote of the holders of at least 75% of
the total voting power of all the voting shares then issued and outstanding, in
each case voting together as a single class, which shall include the
affirmative vote of at least two thirds of the total voting power of the voting
shares issued and outstanding held by shareholders other than the interested
party.
Amendment of Memorandum of Association and Bye-laws
Bermuda law provides that the memorandum of association of a company may
be amended by a resolution passed at a general meeting of shareholders of which
due notice has been given. An amendment to the memorandum of association that
alters the company's business objects may require the approval of the Bermuda
Minister of Finance, who may grant or withhold approval at his or her
discretion. Prior to the date of our initial public equity offering, our
memorandum of association cannot be amended without the approval of
shareholders representing at least 60% of our total issued and outstanding
voting shares. Our bye-laws provide that no bye-law shall be rescinded,
altered or amended, and no new bye-law shall be made, unless it
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shall have been approved by a resolution of our board of directors and by
a resolution of the shareholders. Except as described below, an amendment or
waiver of any of our bye-laws or our memorandum of association shall be
effective with the approval of our board of directors and by a resolution
passed, prior to the date of our initial public equity offering, by
shareholders representing at least 60% of our total issued and outstanding
voting shares and, from and after the date of our initial public equity
offering, by shareholders holding not less than a majority of the votes cast a
general meeting of our shareholders.
Supermajority Voting and Quorum Requirements
Some provisions of our bye-laws cannot be amended or waived without the
approval either by a supermajority vote of our shareholders or by a majority
vote of our shareholders at a meeting where a quorum representing a
supermajority of our shareholders is present. For example, until the later to
occur of July 18, 2013 and the date the public service agreement referred to in
our bye-laws ceases to be in effect, no amendment to or waiver of our bye-law
relating to our public service obligations shall be effective without the
approval of shareholders representing not less than 100% of the voting power of
all of our issued and outstanding voting shares.
In addition, the affirmative vote of shareholders representing at least
75% of the voting power of all of our issued and outstanding voting shares is
required to amend or waive certain provisions of our bye-laws, including, among
others, bye-laws relating to the nomination and removal of directors, the
classification of our board of directors, the prohibition on shareholder
actions by written consent from and after the date of our initial public equity
offering, voting by shareholders at general meetings (except with respect to
votes related to certain bye-laws or actions covered by a separate
supermajority vote or quorum requirement under our bye-laws), the limitations
on beneficial ownership of our voting shares and business combinations
involving interested parties.
From and after the date of our initial public equity offering, other
provisions of our bye-laws may be amended or waived upon the approval of
shareholders representing not less than a simple majority of the votes cast at
a meeting of our shareholders, but the quorum requirement at such a meeting is
that at least two persons representing not less than two thirds of our total
issued and outstanding voting shares must be present either in person or by
proxy. These special quorum requirements apply to any vote to amend or waive,
among others, bye-laws relating to the voting, dividend, liquidation and other
rights attaching to our ordinary shares, the size and composition of our board
of directors, the nomination and qualifications of directors, quorum
requirements for board of directors and shareholder meetings and the amendment
of the quorum and voting requirements and other matters described in this
paragraph.
Annulment of Amendments of the Memorandum of Association
Under Bermuda law, the holders of an aggregate of not less than 20% in par
value of any class of a company's share capital have the right to apply to the
Bermuda courts for an annulment of any amendment of the memorandum of
association adopted by shareholders at any general meeting, other than an
amendment that alters or reduces a company's share capital as provided in the
Companies Act. Where such an application is made, the amendment becomes
effective only to the extent that it is confirmed by the Bermuda court. An
application for an annulment of an amendment of the memorandum of association
must be made within 21 days after the date on which the resolution altering the
company's memorandum of association is passed and may be made on behalf of
persons entitled to make the application by one or more of their number as they
may appoint in writing for the purpose. No application may be made by
shareholders voting in favor of the amendment.
Compulsory Acquisition of Shares Held by Minority Holders
Under Bermuda law, minority shareholders can be compelled, in some
circumstances, to sell their shares under statutory procedures under the
Companies Act. These circumstances include, in general terms, the following:
•
Pursuant to a specified "scheme of arrangement" under the Companies
Act. The scheme of arrangement must be effected by obtaining the
agreement of the Bermuda company and the holders of
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shares representing in the aggregate a majority in number and at least 75%
in value of the shares held by shareholders present and voting in a court
ordered meeting held to consider the scheme of arrangement. In addition,
the scheme of arrangement must receive all necessary approvals, including
the approval, by court order, of the Bermuda Supreme Court. Upon the
filing of such court order with the Registrar of Companies in Bermuda, all
holders of shares could be compelled to sell their shares under the terms
of the scheme of arrangement.
•
If an acquiring party has, within four months after the making of a
tender offer for all of the shares or class of shares not owned by it,
or any of its subsidiaries or any of their respective nominees has
obtained the approval of the holders of 90% or more of all of the shares
or class of shares to which the offer relates, the acquiring party may,
at any time within two months beginning with the date on which the
approval was obtained, require by notice any non-tendering shareholder
to transfer its shares on the same terms as the original offer. In those
circumstances, non-tendering shareholders will be compelled to sell
their shares unless the Bermuda Supreme Court, on application made
within a one-month period from the date of the acquiring party's notice
of its intention to acquire such shares, orders otherwise.
•
Where the acquiring party or acquiring parties hold not less than
95% of the shares or any class of shares of a Bermuda company, such
acquiring party or acquiring parties may acquire, pursuant to a notice
given to the remaining shareholders or class of shareholders, the shares
of such remaining shareholders or class of shareholders, on the same
terms. The acquiring party is entitled and bound to acquire the shares
of the remaining shareholders or class of shareholders on the terms set
out in the notice, unless a remaining shareholder, within one month of
receiving such notice, applies to the Bermuda Supreme Court for an
appraisal of the value of their shares.
Certain Provisions of Bermuda Law
We have been designated by the Bermuda Monetary Authority as a
non-resident for Bermuda exchange control purposes. This designation allows us
to engage in transactions in currencies other than the Bermuda dollar, and
there are no restrictions on our ability to transfer funds, other than funds
denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to
United States residents who are holders of our ordinary shares.
The Bermuda Monetary Authority has given its consent for the issue and
free transferability of our ordinary shares up to the amount of our authorized
share capital from time to time to and between non-residents of Bermuda for
exchange control purposes. Approvals or permissions given by the Bermuda
Monetary Authority do not constitute a guarantee by the Bermuda Monetary
Authority as to our performance or our creditworthiness. Accordingly, in giving
such consent or permissions, the Bermuda Monetary Authority shall not be liable
for the financial soundness, performance or default of our business or for the
correctness of any opinions or statements expressed in this registration
statement. In some cases, issuances and transfers of ordinary shares involving
persons deemed resident in Bermuda for exchange control purposes require the
specific consent of the Bermuda Monetary Authority.
In accordance with Bermuda law, share certificates are generally issued
only in the names of companies, partnerships or individuals. In the case of a
shareholder acting in a special capacity, such as a trustee, certificates may,
at the request of the shareholder, record the capacity in which the shareholder
is acting. Notwithstanding the recording of any special capacity, we are not
bound to investigate or see to the execution of any such trust. We will take no
notice of any trust applicable to any of our shares, whether or not we have
been notified of such trust.
Member Protection Rights Agreement
Upon the passing of a board resolution approving the issuance of member
protection rights pursuant to the Member Protection Rights Agreement, then as
of the effective date of our initial public equity offering each of our
ordinary shares will have attached to it a member protection right pursuant to
the Member Protection Rights Agreement. Initially, the rights will be attached
to all of our issued and outstanding ordinary shares and will be transferred
only with these shares. The rights will become exercisable and separately
certificated
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upon the date and time of separation, which generally will occur after
certain acquisitions of our issued and outstanding ordinary shares or the
commencement of certain tender or exchange offers. The rights will, in certain
circumstances, entitle the holder to purchase certain preference shares or
other securities upon the terms set forth in the Member Protection Rights
Agreement.
The member protection rights will not prevent a takeover of us. However,
these rights may cause substantial dilution to a person or group that acquires
15% or more of our issued and outstanding ordinary shares unless the member
protection rights are first redeemed by our board of directors. Accordingly,
if the board of directors declares a distribution of rights under the Member
Protection Rights Agreement, it may deter a takeover of us.
Certain Anti-Takeover Matters
In addition to our Member Protection Rights Agreement, our memorandum of
association and bye-laws include a number of provisions that may have the
effect of encouraging persons considering unsolicited tender offers or other
unilateral takeover proposals to negotiate with our board of directors rather
than pursue non-negotiated takeover attempts. These provisions include:
Classified Board of Directors
Our bye-laws provide for a board of directors divided into three classes.
Each class of directors is elected for a separate term, but the terms are
staggered so that the term of only one class of directors expires at each
annual general meeting of our shareholders. As a result, at least two annual
meetings of shareholders may be required for the shareholders to change a
majority of our board of directors. In addition, although shareholders may
nominate candidates for election to our board of directors, vacancies on our
board of directors may be filled only by our board of directors. Our bye-laws
also state that a director may be removed only for cause by a majority of the
directors then in office at a meeting of the directors duly called and held,
provided the notice required by our bye-laws is given to the director being
removed. The classification of directors and the inability of shareholders
either to remove directors or to fill vacancies on the board of directors will
make it more difficult to change the composition of our board of directors, but
will promote a continuity of existing management.
Advance Notice Requirements
Our bye-laws set forth advance notice procedures with regard to
shareholder proposals relating to the nomination of candidates for election as
directors or new business to be brought before meetings of our shareholders.
These procedures provide that notice of shareholder proposals must be timely
given in writing to our Secretary prior to the meeting at which the action is
to be taken. Notice must be received at our principal executive offices in
Bermuda not less than 14 days or, from and after the date of our initial public
equity offering, 60 days nor more than 90 days prior to the date of the
meeting. In the case of a special general meeting, notice of a shareholder
proposal also must be delivered not more than seven days after notice of the
meeting has been provided. The notice must contain information specified in our
bye-laws. Prior to the date of our initial public equity offering, a proposal
may only be made by shareholders collectively owning at least 0.05% of our
issued and outstanding share capital. No such requirement applies from and
after the date of our initial public equity offering.
No Written Consent of Shareholders
From and after the date of our initial public equity offering, our
bye-laws require all shareholder actions to be taken by a vote of the
shareholders at an annual or special general meeting and do not permit our
shareholders to act by written consent without a meeting.
15% Limit
On or prior to the date of our initial public equity offering, subject to
specified exceptions set forth in our bye-laws, including exceptions relating
to certain grandfathered shareholders, no shareholder, individually or
collectively with its affiliates, may beneficially own or acquire beneficial
ownership of more than 15% of the
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total number of our issued and outstanding voting shares or possess or
acquire the right to vote, or the right to direct the voting of, more than 15%
of the total voting power of our issued and outstanding voting shares.
Amendment of Bye-laws
Our bye-laws require the approval of shareholders representing at least
75% of the voting power of all of our issued and outstanding voting shares to
amend or waive any of the bye-laws described in this section "Certain
Anti-Takeover Matters." This requirement will make it more difficult to dilute
the anti-takeover effects of our bye-laws.
Bermuda Taxation
As of the date of this registration statement, there is no Bermuda income
or profits tax, withholding tax, capital gains tax, capital transfer tax,
estate duty or inheritance tax payable by our shareholders in respect of our
ordinary shares. There is currently no comprehensive income tax treaty between
the United States and Bermuda.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Bermuda law permits a Bermuda company to indemnify its directors and
officers, except in respect of their fraud or dishonesty. We have provided in
our bye-laws that our directors and officers and their heirs, executors and
administrators will be indemnified and held harmless to the fullest extent
permitted by law out of the assets of Intelsat, Ltd. for all actions, costs,
charges, losses, damages and expenses they will or may incur or sustain by
reason of any act done, concurred in or omitted to be done in the execution of
their duties, other than in the case of their fraud or dishonesty. In addition,
we have provided in our bye-laws that each of our shareholders agrees to waive
any claim or right of action, individually or in the right of Intelsat, Ltd.,
against any director or officer of Intelsat, Ltd. on account of any action
taken by such director or officer, or the failure of such director or officer
to take any action, in the performance of his duties with us, other than with
respect to any matter involving any fraud or dishonesty by the director or
officer. The indemnification provided for in our bye-laws is not exclusive of
other indemnification rights to which a director or officer may be entitled,
provided that these rights do not extend to his fraud or dishonesty. We
currently indemnify certain of our executive officers against certain
liabilities arising out of their service as executive officers pursuant to
agreements with these officers.
Bermuda law also permits us to purchase insurance for the benefit of our
directors and officers against any liability incurred by them for the failure
to exercise the requisite care, diligence and skill in the exercise of their
powers and the discharge of their duties, or indemnifying them in respect of
any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust, as long as this indemnification
does not extend to their fraud or dishonesty. We maintain an insurance policy
indemnifying our directors and officers. This policy does not extend to our
directors' or officers' fraud or dishonesty.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
Number
Exhibit
4.1
Memorandum of Association of Intelsat, Ltd. (incorporated by reference to Exhibit
3.2 of the Registration Statement on Form F-4, File No. 333-99189, filed on
September 5, 2002).
4.2
Bye-laws of Intelsat, Ltd. (incorporated by reference to Exhibit 3.3 of the
Registration Statement on Form F-4, File No. 333-99189, filed on September 5,
2002).
4.3
Member Protection Rights Agreement, dated as of July 18, 2001, between Intelsat,
Ltd. and The Bank of New York, as Rights Agent (incorporated by reference to
Exhibit 10.7 of the Registration Statement on Form F-4, File No. 333-99189, filed
on September 5, 2002).
4.4
Amendment No. 1 to Member Protection Rights Agreement, dated as of May 10, 2004,
by and between Intelsat, Ltd. and The Bank of New York.*
4.5
Intelsat, Ltd. 2001 Share Option Plan (incorporated by reference to Exhibit 4 of
the Registration Statement on Form 8-A, File No. 000-50262, filed on April 30,
2003).
4.6
Intelsat, Ltd. 2004 Share Incentive Plan.*
5.1
Form of opinion of Conyers Dill & Pearman as to the validity of the ordinary
shares being registered.*
23.1
Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
23.2
Consent of KPMG LLP.*
24.1
Power of Attorney (included on the signature page to this registration statement).
*       Filed herewith.
Item 9. Undertakings.
(a) 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 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;
(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; and
(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.
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(b) The registrant hereby undertakes 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 this 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 any provision or arrangement, 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.
-10-
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, United States of
America, on June 15, 2004.
INTELSAT, LTD.
By:
/s/ Conny Kullman
Conny Kullman
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Conny Kullman, William Atkins and David
Meltzer, and each of them, his or her attorneys-in-fact, each with full power
of substitution for him or her in any and all capacities, to sign any and all
amendments to this registration statement, including any and all pre-effective
and post-effective amendments, and to file such registration statements and any
and all amendments thereto, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may 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:
Signature
Title
Date
/s/ Conny Kullman
Chief Executive Officer and Director
June 15, 2004
(principal executive officer)
Conny Kullman
/s/ William Atkins
Chief Financial Officer
June 15, 2004
(principal financial officer)
William Atkins
/s/ Mark Moyer
Senior Vice President and Controller
June 15, 2004
(principal accounting officer)
Mark Moyer
/s/ John Sponyoe
Director and Chairman
June 15, 2004
John Sponyoe
/s/ Carlos Adamo
Director
June 15, 2004
Carlos Adamo
/s/ Fabiola Arredondo
Director
June 15, 2004
Fabiola Arredondo
/s/ Brian Dailey
Director
June 15, 2004
Brian Dailey
/s/ Didier Delepine
Director
June 15, 2004
Didier Delepine
-11-
Signature
Title
Date
/s/ Herbert Fiuza
Director
June 15, 2004
Herbert Fiuza
/s/ Hans Fjøsne
Director
June 15, 2004
Hans Fjøsne
/s/ Gary Howard
Director
June 15, 2004
Gary Howard
/s/ Boon Hwee Koh
Director
June 15, 2004
Boon Hwee Koh
/s/ Cheik-Tidiane Mbaye
Director
June 15, 2004
Cheikh-Tidiane Mbaye
/s/ Ken Miller
Director
June 15, 2004
Ken Miller
/s/ Paul Pizzani
Director
June 15, 2004
Paul Pizzani
/s/ Philippe-Olivier Rousseau
Director
June 15, 2004
Philippe-Olivier Rousseau
/s/ Robin Turner
Director
June 15, 2004
Robin Turner
/s/ Christopher Vonwiller
Director
June 15, 2004
Christopher Vonwiller
/s/ David Meltzer
Authorized Representative in the
June 15, 2004
United States
David Meltzer
-12-
EXHIBIT INDEX
Exhibit
Number
Exhibit
4.1
Memorandum of Association of Intelsat, Ltd. (incorporated by reference to Exhibit
3.2 of the Registration Statement on Form F-4, File No. 333-99189, filed on
September 5, 2002).
4.2
Bye-laws of Intelsat, Ltd. (incorporated by reference to Exhibit 3.3 of the
Registration Statement on Form F-4, File No. 333-99189, filed on September 5,
2002).
4.3
Member Protection Rights Agreement, dated as of July 18, 2001, between Intelsat,
Ltd. and The Bank of New York, as Rights Agent (incorporated by reference to
Exhibit 10.7 of the Registration Statement on Form F-4, File No. 333-99189, filed
on September 5, 2002).
4.4
Amendment No. 1 to Member Protection Rights Agreement, dated as of May 10, 2004,
by and between Intelsat, Ltd. and The Bank of New York.*
4.5
Intelsat, Ltd. 2001 Share Option Plan (incorporated by reference to Exhibit 4 of
the Registration Statement on Form 8-A, File No. 000-50262, filed on April 30,
2003).
4.6
Intelsat, Ltd. 2004 Share Incentive Plan.*
5.1
Form of opinion of Conyers Dill & Pearman as to the validity of the ordinary
shares being registered.*
23.1
Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
23.2
Consent of KPMG LLP.*
24.1
Power of Attorney (included on the signature page to this registration statement).
*       Filed herewith.