10-Q/A 1 y95947e10vqza.txt LORAL ORION, INC. =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2003 COMMISSION FILE NUMBER 0-22085 LORAL ORION, INC. DELAWARE 52-1564318 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 HILLS DRIVE, BEDMINSTER, NJ 07921 TELEPHONE: (908) 470-2300 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: 11 1/4% SENIOR NOTES DUE 2007 12 1/2% SENIOR DISCOUNT NOTES DUE 2007 10% SENIOR NOTES DUE 2006 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-20. Yes [ ] No [X] The number of shares of common stock, par value $.01 per share of the registrant outstanding as of March 1, 2004 was 100, all of which were owned, directly or indirectly, by Loral Space & Communications Ltd. THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I (1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I (2) OF FORM 10-Q. DOCUMENTS INCORPORATED BY REFERENCE None =============================================================================== 1 Table of Contents ------------------------------------------------------------------------------- Page Part I Item 4. Evaluation of Disclosure Controls and Procedures 2 Part II Item 6. Exhibits and Reports on Form 8-K 3 Signatures 3 EXPLANATORY NOTE Item 4 (Evaluation of Disclosure Controls and Procedures) of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 (the "Quarterly Report"), originally filed with the Securities and Exchange Commission on May 15, 2003, stated the conclusion of our certifying officers that, as of a date within 90 days before the filing of the Quarterly Report, our disclosure controls and procedures were adequate and designed to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities. As requested by the staff of the SEC, we are filing this Amendment on Form 10-Q/A to the Quarterly Report solely for the purpose of amending Item 4 of the Quarterly Report to make clear that our certifying officers concluded that, as of March 31, 2003, our disclosure controls and procedures were effective and designed to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities. In addition, we have filed the following exhibits herewith: 31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Except as specifically indicated herein, no other information included in the Quarterly Report on Form 10-Q is amended by this Amendment on Form 10-Q/A. PART I Item 4. Evaluation of Disclosure Controls and Procedures (a) Disclosure controls and procedures. Our chief executive officer and our chief financial officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities and Exchange Act of 1934 Rules 13a-15(e) and 15-d-15(e)) as of March 31, 2003, have concluded that our disclosure controls and procedures were effective and designed to ensure that material information relating to Loral Orion and its consolidated subsidiaries required to be in our filings under the Securities and Exchange Act of 1934 would be made known to them by others within those entities in a timely manner. (b) Internal controls over financial reporting. There were no changes in our internal controls over financial reporting (as defined in the Securities and Exchange Act of 1934 Rules 13a-15(f) and 15-d-15(f)) during the most recent fiscal quarter that we judge to have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 2 PART II Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 31.1 - Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+ Exhibit 31.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+ Exhibit 99.1 - Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) Exhibit 99.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) ------------- (1) Previously filed with the registrants Quarterly Report on Form 10-Q for the period ended March 31, 2003. + Filed herewith (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LORAL ORION, INC. Registrant /s/ RICHARD J. TOWNSEND ------------------------------------- Richard J. Townsend Senior Vice President and Chief Executive Officer and Registrant's Authorized Officer Date: April 7, 2004 3