-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwBvYyV/AGBeqD/3UTgLavsG3VAwLYhnYAykCuQXfz8uDoFOe/I29euchpFVlD8Q I0y4NFA7zbG/K0UY5ZUH9g== 0000950123-04-004363.txt : 20040407 0000950123-04-004363.hdr.sgml : 20040407 20040407153920 ACCESSION NUMBER: 0000950123-04-004363 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20040407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORAL ORION INC CENTRAL INDEX KEY: 0001029850 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 522008654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22085 FILM NUMBER: 04722353 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012588101 MAIL ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: LORAL CYBERSTAR INC DATE OF NAME CHANGE: 19991202 FORMER COMPANY: FORMER CONFORMED NAME: LORAL ORION INC DATE OF NAME CHANGE: 19990809 FORMER COMPANY: FORMER CONFORMED NAME: ORION NETWORK SYSTEMS INC/NEW/ DATE OF NAME CHANGE: 19970404 10-K/A 1 y95946e10vkza.txt AMENDMENT TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 COMMISSION FILE NUMBER 0-22085 LORAL ORION, INC. Delaware 52-1564318 (State or other jurisdiction (I.R.S. Employer of 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] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [Not Applicable] 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 aggregate market value of the common shares held by affiliates was zero. THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2) OF FORM 10-K. DOCUMENTS INCORPORATED BY REFERENCE None TABLE OF CONTENTS
PAGE Part IV Item 14. Evaluation of Disclosure Controls and Procedures 2 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 2 Signatures 6
EXPLANATORY NOTE Item 14 (Evaluation of Disclosure Controls and Procedures) of our Annual Report on Form 10-K for the year ended December 31, 2002 (the "2002 Annual Report"), originally filed with the Securities and Exchange Commission on March 31, 2003, stated the conclusion of our certifying officers that, as of a date within 90 days before the filing of the 2002 Annual 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-K/A to the 2002 Annual Report solely for the purpose of amending Item 14 of the 2002 Annual Report to make clear that our certifying officers concluded that, as of December 31, 2002, 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 Annual Report on Form 10-K is amended by this Amendment on Form 10-K/A. PART IV ITEM 14. 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 December 31, 2002, 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. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) and (2) List of Financial Statements and Financial Statement Schedules The following consolidated financial statements of Loral Orion are included in Item 8: Consolidated Balance Sheets -- December 31, 2002 and 2001 Consolidated Statements of Operations -- Years ended December 31, 2002, 2001 and 2000. - 2 - Consolidated Statements of Stockholder's (Deficit) Equity -- Years ended December 31, 2002, 2001 and 2000 Consolidated Statements of Cash Flows -- Year ended December 31, 2002, 2001 and 2000 Notes to Consolidated Financial Statements All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. (b) Reports on Form 8-K filed in the fourth quarter of 2002 None (c) Exhibits INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------ ----------- 2.1 Agreement and Plan of Merger, dated as of October 7, 1997, by and among Orion, Loral and Loral Satellite Corporation. (Incorporated by reference to exhibit number 2.1 in Current Report on Form 8-K dated October 9, 1997.) 2.2 Principal Stockholder Agreement among Orion, Loral, Loral Satellite Corporation and the stockholders that are signatories thereto, dated as of October 7, 1997. (Incorporated by reference to exhibit number 2.2 in Current Report on Form 8-K dated October 9, 1997.) 2.3 Amendment No. 1 Agreement and Plan of Merger, dated as of February 11, 1998, by and among Orion, Loral and Loral Satellite Corporation. (Incorporated by reference to exhibit number 2.2 in Registration Statement No. 333-46407 on Form S-4.) 2.4 Amendment No. 1 to Principal Stockholder Agreement among Orion, Loral, Loral Satellite Corporation and the stockholders that are signatories thereto, dated as of December 1, 1997. (Incorporated by reference to exhibit number 2.4 in Annual Report on Form 10-K for fiscal year ended December 31, 1997.) 3.1 Certificate of Merger of Loral Satellite Corporation into Orion, dated March 20, 1998, and Exhibit A thereto, Restated Certificate of Incorporation of the Company. (Incorporated by reference to exhibit number 3.1 in Annual Report on Form 10-K for the fiscal year ended December 31, 1998.) 3.2 Certificate of Merger of Loral CyberStar, Inc. into Loral Orion Services, Inc. (Incorporated by reference to exhibit number 3.2 in Annual Report on Form 10-K for the fiscal year ended December 31, 2000.) 3.3 Merger Agreement between Loral CyberStar, Inc. and Loral Orion Services, Inc. (Incorporated by reference to exhibit number 3.3 in Annual Report on Form 10-K for the fiscal year ended December 31, 2000.) 3.4 Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to exhibit number 3.4 in Annual Report on Form 10-K for the fiscal year ended December 31, 2001.) 3.5 Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to exhibit number 3.5 in Annual Report on Form 10-K for the fiscal year ended December 31, 2001.) 4.1 Form of Senior Note Indenture and Form of Note included therein. (Incorporated by reference to exhibit number 4.1 to Registration Statement No. 333-19167 on Form S-1.) 4.1.1 Supplemental Indenture, dated as of December 21, 2001, to the Senior Note Indenture, dated January 31, 1997. (Incorporated by reference to exhibit number 99.7 to Current Report on Form 8-K filed on January 7, 2002.) 4.2 Form of Senior Discount Note Indenture and Form of Note included therein. (Incorporated by reference to exhibit number 4.2 to Registration Statement No. 333-19167 on Form S-1.) 4.2.1 Supplemental Indenture, dated as of December 21, 2001, to - 3 - the Senior Note Indenture, dated January 31, 1997. (Incorporated by reference to exhibit number 99.8 to Current Report on Form 8-K filed on January 7, 2002.) 4.3 Form of Collateral Pledge and Security Agreement. (Incorporated by reference to exhibit number 4.3 to Registration Statement No. 333-19167 on Form S-1.) 4.4 Indenture, dated as of December 21, 2001, by and among the Company, certain of its subsidiaries and Bankers Trust Company, as Trustee. (Incorporated by reference to exhibit number 99.5 to Current Report on Form 8-K filed on January 7, 2002.) 10.1 Second Amended and Restated Purchase Agreement, dated September 26, 1991 ("Satellite Contract") by and between Loral Orion Services, Inc. (formerly known as Orion Satellite Corporation) and British Aerospace PLC and the First Amendment, dated as of September 15, 1992, Second Amendment, dated as of November 9, 1992, Third Amendment, dated as of March 12, 1993, Fourth Amendment, dated as of April 15, 1993, Fifth Amendment, dated as of September 22, 1993, Sixth Amendment, dated as of April 6, 1994, Seventh Amendment, dated as of August 9, 1994, Eighth Amendment, dated as of December 8, 1994, and Amendment No. 9 dated October 24, 1995, thereto. [CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR PORTIONS OF THESE DOCUMENTS.] (Incorporated by reference to exhibits number 10.13 and 10.14 in Registration Statement No. 33-80518 on Form S-1). 10.2 Restated Amendment No. 10, dated December 10, 1996, between Loral Orion Services, Inc. and Matra Marconi Space to the Second Amended and Restated Purchase Agreement, dated September 16, 1991 by and between OrionServ and British Aerospace PLC (which contract and prior exhibits thereto were incorporated by reference as exhibit number 10.1). (Incorporated by reference to exhibit number 10.2 in Registration Statement No. 333-19795 on Form S-4.) 10.3 Contract for a Satellite Control System, dated December 7, 1992, by and between Loral Orion Services, Inc., Telespazio S.p.A. and Martin Marietta Corporation. [CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR PORTIONS OF THIS DOCUMENT.] (Incorporated by reference to exhibit number 10.31 in Registration Statement No. 33-80518 on Form S-1.) 10.4 Restated Definitive Agreement, dated October 29, 1998, by and between Orion and Republic of the Marshall Islands. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT.](Incorporated by reference to exhibit number 10.12 in Annual Report on Form 10-K for the fiscal year ended December 31, 1998.) 10.5 Orion 3 Spacecraft Purchase Contract, dated January 15, 1997, by and among Hughes Space and Communications International, Inc., Loral Orion Services, Inc. (by assignment from Loral Orion-Asia Pacific, Inc., formerly known as Orion Asia Pacific Corporation) and Orion. [CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR PORTIONS OF THIS DOCUMENT.]. (Incorporated by reference to exhibit number 10.52 to Registration Statement No. 333-19167 on Form S-1.) 10.6 Orion-Z Spacecraft Purchase Contract, dated May 15, 1998, by and between Loral Orion Services, Inc. and Space Systems/Loral, Inc. and Amendment No. 1 dated December 29, 1998. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT.](Incorporated by reference to exhibit number 10.17 in Annual Report on Form 10-K for the fiscal year ended December 31, 1998.) 10.7 Agreement, dated January 1, 1999, by and between Loral Orion Services, Inc. and Loral Skynet. (Incorporated by reference to exhibit number 10.18 in Annual Report on Form 10-K for the fiscal year ended December 31, 1998.) 10.8 Agreement, dated January 1, 1999, by and between Loral Orion Services, Inc. and Loral Skynet. (Incorporated by reference to exhibit number 10.19 in Annual Report on Form 10-K for the fiscal year ended December 31, 1998.) 10.9 Lease Agreement, dated as of August 18, 1999, by and between Loral Asia Pacific Satellite (HK) Limited and APT Satellite Company Limited. (Incorporated by reference to exhibit number 99.1 to Current Report on Form 8-K filed on August 23, 1999.) 10.10 Lock-up Agreement, dated as of October 15, 2001, by and among the Company, Loral Space & Communications Ltd., Loral SpaceCom Corporation and certain holders of the Company's 11 1/4% Senior Notes due 2007 and its 12 1/2% Senior Discount Notes due 2007. (Incorporated by reference to exhibit number 10.1 to Current Report on Form 8-K filed on November 16, 2001.) - 4 - 10.11 Asset Purchase Agreement, dated as of December 21, 2001, between the Company and Loral CyberStar Data Services Corporation. (Incorporated by reference to exhibit number 99.1 to Current Report on Form 8-K filed on January 7, 2002.) 10.12 $29.7 million aggregate principal amount, 10% Subordinated Note due 2006, made by the Company and issued to Loral SpaceCom Corporation. (Incorporated by reference to exhibit number 99.3 to Current Report on Form 8-K filed on January 7, 2002.) 10.13 Subordinated Guaranty Agreement, dated as of December 21, 2001, between Loral Space & Communications Ltd. and Loral SpaceCom Corporation with respect to the 10% Subordinated Note due 2006. (Incorporated by reference to exhibit number 99.4 to Current Report on Form 8-K filed on January 7, 2002.) 10.14 Warrant Agreement, dated as of December 21, 2001, between Loral Space & Communications Ltd. and The Bank of New York, as Warrant Agent. (Incorporated by reference to exhibit number 99.6 to Current Report on Form 8-K filed on January 7, 2002.) 10.15 Guaranty Agreement, dated as of December 21, 2001, between Loral Space & Communications Ltd. and Bankers Trust Company, as Trustee. (Incorporated by reference to exhibit number 99.9 to Current Report on Form 8-K filed on January 7, 2002.) 10.16 Apstar V Condosat Agreement dated as of December 10, 2002 between APT Satellite Company Limited and Loral Orion, Inc. (Previously filed with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2002) 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+ + Filed herewith - 5 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. By: /s/ BERNARD L. SCHWARTZ ----------------------- Bernard L. Schwartz Chairman of the Board and Chief Executive Officer Dated: April 7, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ BERNARD L. SCHWARTZ Chairman of the Board April 7, 2004 - ------------------------------ and Chief Executive Officer Bernard L. Schwartz /s/ ERIC J. ZAHLER Director and Executive Vice President April 7, 2004 - ------------------------ Eric J. Zahler /s/ AVI KATZ Director, Vice President and Secretary April 7, 2004 - ------------------ Avi Katz /s/ GEORGE BAKER Director April 7, 2004 - -------------------- George Baker /s/ DANIEL HIRSCH Director April 7, 2004 - ----------------------- Daniel Hirsch Senior Vice President and April 7, 2004 /s/ RICHARD J. TOWNSEND Chief Financial Officer - ------------------------------ (Principal Financial Officer) Richard J. Townsend /s/ HARVEY B. REIN Vice President and Controller April 7, 2004 - ------------------------ (Principal Accounting Officer) Harvey B. Rein
- 6 - EX-31.1 3 y95946exv31w1.txt CERTIFICATION OF CEO EXHIBIT 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I Bernard Schwartz, certify that: 1. I have reviewed this Annual Report on Form 10-K/A of Loral Orion, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. [Intentionally omitted]; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ BERNARD L. SCHWARTZ ----------------------- Bernard L. Schwartz Chief Executive Officer April 7, 2004 - 7 - EX-31.2 4 y95946exv31w2.txt CERTIFICATION OF CFO EXHIBIT 31.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I Richard J. Townsend, certify that: 1. I have reviewed this Annual Report on Form 10-K/A of Loral Orion, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. [Intentionally omitted]; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ RICHARD J. TOWNSEND ----------------------- Richard J. Townsend Executive Vice President and Chief Financial Officer April 7, 2004 - 8 - -----END PRIVACY-ENHANCED MESSAGE-----