0000921530-05-000200.txt : 20120629
0000921530-05-000200.hdr.sgml : 20120629
20050228171829
ACCESSION NUMBER: 0000921530-05-000200
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050228
DATE AS OF CHANGE: 20050228
GROUP MEMBERS: SAGAMORE HILL CAPITAL MANAGEMENT, L.P.
GROUP MEMBERS: SAGAMORE HILL MANAGERS LLC
GROUP MEMBERS: STEVEN H. BLOOM
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ORBIMAGE INC
CENTRAL INDEX KEY: 0001040570
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899]
IRS NUMBER: 541660268
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-61155
FILM NUMBER: 05646713
BUSINESS ADDRESS:
STREET 1: 21700 ATLANTIC BLVD
CITY: DULLES
STATE: VA
ZIP: 20166
BUSINESS PHONE: 7034807500
MAIL ADDRESS:
STREET 1: 21700 ATLANTIC BLVD
CITY: DULLES
STATE: VA
ZIP: 20166
FORMER COMPANY:
FORMER CONFORMED NAME: ORBITAL IMAGING CORP
DATE OF NAME CHANGE: 19980318
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SAGAMORE HILL CAPITAL MANAGEMENT LP
CENTRAL INDEX KEY: 0001133870
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 10 GLENVILLE STREET
CITY: GREENWICH
STATE: CT
ZIP: 06831
BUSINESS PHONE: 2034227200
MAIL ADDRESS:
STREET 1: 10 GLENVILLE STREET
CITY: GREENWICH
STATE: CT
ZIP: 06831
SC 13G
1
orbimage-13g_111604.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ORBIMAGE INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
68555Y101
(CUSIP Number)
February 11, 2005
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
SCHEDULE 13G
CUSIP No. 68555Y101 Page 2 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAGAMORE HILL CAPITAL MANAGEMENT L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 966,871
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 966,871
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
966,871
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.67%
12 Type of Reporting Person (See Instructions)
PN
Page 3 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAGAMORE HILL MANAGERS LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 966,871
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 966,871
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
966,871
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.67%
12 Type of Reporting Person (See Instructions)
OO
Page 4 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
STEVEN H. BLOOM
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 966,871
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 966,871
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
966,871
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.67%
12 Type of Reporting Person (See Instructions)
IN; HC
Page 5 of 10 Pages
Item 1(a) Name of Issuer:
Orbimage Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
21700 Atlantic Boulevard, Dulles, Virginia 20166
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i. Sagamore Hill Capital Management L.P. ("Sagamore Hill Capital
Management");
ii. Sagamore Hill Managers LLC ("Sagamore Managers"); and
iii. Steven H. Bloom ("Mr. Steven Bloom").
This Statement relates to securities held for the account of
the Sagamore Hill Hub Fund Ltd., a Cayman Islands corporation (the "Hub Fund").
Pursuant to a portfolio management agreement, Sagamore Hill Capital Management
serves as investment manager of the Hub Fund. In such capacity, Sagamore Hill
Capital Management may be deemed to be the beneficial owner of securities held
for the account of the Hub Fund. The general partner of Sagamore Hill Capital
Management is Sagamore Managers. In such capacity, Sagamore Hill Managers may be
deemed to be the beneficial owner of securities held for the account of the Hub
Fund. Mr. Steven Bloom is the sole member of Sagamore Managers. In such
capacity, Mr. Steven Bloom may be deemed to be the beneficial owner of
securities held for the account of the Hub Fund.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 10 Glenville Street, 3rd Floor, Greenwich, CT 06831.
Item 2(c) Citizenship:
1) Sagamore Hill Capital Management is a Delaware limited
partnership;
2) Sagamore Managers is a Delaware limited liability company;
and
3) Mr. Steven Bloom is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common stock, par value $.01 per share (the "Shares").
Item 2(e) CUSIP Number:
68555Y101
Page 6 of 10 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
According to the Issuer's most recent prospectus filed with
the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Act,
the Issuer had 14,171,562 Shares outstanding as of February 10, 2005.
As of February 28, 2005, each of Sagamore Hill Capital
Management, Sagamore Managers and Mr. Steven Bloom may be deemed to be the
beneficial owner of 966,871 Shares (assuming exercise of subscription rights for
investment units (consisting of Shares and warrants to purchase Shares) and the
exercise of such warrants into an aggregate of 318,328 Shares).
Item 4(b) Percent of Class:
The number of Shares of which each of Sagamore Hill Capital
Management, Sagamore Managers and Mr. Steven Bloom may be deemed to be the
beneficial owner as of February 28, 2005 constitutes approximately 6.67% of the
total number of Shares outstanding (assuming exercise of subscription rights for
investment units (consisting of Shares and warrants to purchase Shares) and the
exercise of such warrants into an aggregate of 318,328 Shares).
Item 4(c) Number of shares as to which such person has:
Sagamore Hill Capital Management
(i) Sole power to vote or direct the vote: 966,871
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 966,871
(iv) Shared power to dispose or to direct the disposition of 0
Sagamore Managers
(i) Sole power to vote or direct the vote: 966,871
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 966,871
(iv) Shared power to dispose or to direct the disposition of 0
Page 7 of 10 Pages
Mr. Steven Bloom
(i) Sole power to vote or direct the vote: 966,871
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 966,871
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The shareholders of the Hub Fund have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the securities
held for the account of the Hub Fund in accordance with their ownership
interests in the Hub Fund.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of such person's knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the Issuer of such securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
Page 8 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 28, 2005 SAGAMORE HILL CAPITAL MANAGEMENT L.P.
By: Sagamore Hill Managers LLC,
Its General Partner
By: /s/ Steven H. Bloom
---------------------------------------------------
Name: Steven H. Bloom
Title: Manager
Date: February 28, 2005 SAGAMORE HILL MANAGERS LLC
By: /s/ Steven H. Bloom
---------------------------------------------------
Name: Steven H. Bloom
Title:Manager
Date: February 28, 2005 STEVEN H. BLOOM
/s/ Steven H. Bloom
---------------------------------------------------
Page 9 of 10 Pages
EXHIBIT INDEX
Page No.
A. Joint Filing Agreement, dated as of February 28, 2005, by and among
Sagamore Hill Capital Management L.P., Sagamore Hill Managers LLC and
Mr. Steven H.
Bloom............................................................... 10
Page 10 of 10 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Initial Statement on Schedule
13G with respect to the common stock of Orbimage Inc., dated as of February 28,
2005, is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934.
Date: February 28, 2005 SAGAMORE HILL CAPITAL MANAGEMENT L.P.
By: Sagamore Hill Managers LLC,
Its general partner
By: /s/ Steven H. Bloom
--------------------------------------
Name: Steven H. Bloom
Title: Manager
Date: February 28, 2005 SAGAMORE HILL MANAGERS LLC
By: /s/ Steven H. Bloom
--------------------------------------
Name: Steven H. Bloom
Title: Manager
Date: February 28, 2005 STEVEN H. BLOOM
/s/ Steven H. Bloom
--------------------------------------