-----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, UlEFbvsXHrm9JxubSAHT86/0B80Si5bt1YG24ZPHbMVLDpA8ur0slztEdBTq4n8M 3crBUZxKb+aVSgrtGkuI2A== 0001005150-97-000045.txt : 19970130 0001005150-97-000045.hdr.sgml : 19970130 ACCESSION NUMBER: 0001005150-97-000045 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 5 333-19167 FILED AS OF DATE: 19970129 EFFECTIVENESS DATE: 19970129 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION NEWCO SERVICES INC CENTRAL INDEX KEY: 0001029850 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20599 FILM NUMBER: 97512693 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD SUITE 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION SATELLITE CORP CENTRAL INDEX KEY: 0000712187 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521564318 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20599-01 FILM NUMBER: 97512694 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012583370 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PRIVATE SATELLITE PARTNERS LP CENTRAL INDEX KEY: 0000949695 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521648586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20599-02 FILM NUMBER: 97512695 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: STE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012586101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIONNET INC CENTRAL INDEX KEY: 0001030701 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521564601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20599-03 FILM NUMBER: 97512696 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012583370 MAIL ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ASIA PACIFIC CORP CENTRAL INDEX KEY: 0001030702 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521959361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20599-04 FILM NUMBER: 97512697 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012583370 MAIL ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASIA PACIFIC SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001030703 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521611027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20599-05 FILM NUMBER: 97512698 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012583370 MAIL ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ATLANTIC EUROPE INC CENTRAL INDEX KEY: 0001030704 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521959360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20599-06 FILM NUMBER: 97512699 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012583370 MAIL ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIONNET FINANCE CORP CENTRAL INDEX KEY: 0001030705 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521959361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20599-07 FILM NUMBER: 97512700 BUSINESS ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012583370 MAIL ADDRESS: STREET 1: 2440 RESEARCH BLVD STREET 2: SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 S-1MEF 1 FORM S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- ORION NETWORK SYSTEMS, INC.* (Exact name of registrant as specified in its charter)
Delaware 4899 52-2008654 (State of organization) (Primary S.I.C. Code Number) (I.R.S. Employer & Identification Number)
2440 RESEARCH BOULEVARD, SUITE 400, ROCKVILLE, MARYLAND 20850, (301) 258-8101 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) RICHARD H. SHAY, ESQ. 2440 RESEARCH BOULEVARD, SUITE 400, ROCKVILLE, MARYLAND 20850, (301) 258-8101 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- For Information regarding additional registrants, see "Table of Additional Registrants." -------------------- Copies to:
Anthony S. Harrington, Esq. Jerry V. Elliott, Esq. Steven M. Kaufman, Esq. James S. Scott, Sr., Esq. HOGAN & HARTSON L.L.P. SHEARMAN & STERLING 555 Thirteenth Street, N.W., Washington, D.C. 20004-1109 599 Lexington Avenue, New York, New York 10022 (202) 637-5600 (212) 848-4000
------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. ------------------ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [X] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of this prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ----------------- CALCULATION OF REGISTRATION FEE
=============================================================================================== Proposed Maximum Amount of Aggregate Offering Registration Title of Securities Being Registered Price (1) Fee - ------------------------------------ -------------------- ---------------- Senior Note Units and Senior Discount Note Units (2). $110,397,000 $33,454(3) Senior Notes due 2007................................ N/A (4) Senior Discount Notes due 2007....................... N/A (4) Warrants to Purchase Common Stock (5)................ N/A (4) Common Stock......................................... N/A (4) Subsidiary Guarantees of the Additional Registrants.. N/A (4) ===============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Each Senior Note Unit will consist of a Senior Note due 2007 and a Warrant to purchase Common Stock. The Senior Notes and Warrants will be offered only in Units. Each Senior Discount Note Unit will consist of a Senior Discount Note due 2007 and a Warrant to purchase Common Stock. The Senior Discount Notes and Warrants will be offered only in Units. (3) $600,000,000 of Units was registered under Registration No. 333-19167 and a filing fee of $181,818 was paid with the earlier registration statement. (4) As such securities are to be provided without additional cost to the purchasers, no registration fee is required with respect thereto. (5) Also being registered are such number of shares of Common Stock as may be issuable upon exercise of the Warrants. ================================================================================ INFORMATION REGARDING ADDITIONAL REGISTRANTS The following additional registrants will be, after the merger and exchange transaction that will occur prior to or simultaneously with the sale of the securities registered hereby (as described in the registration statement and included prospectus and in a merger proxy statement that will be sent to stockholders prior to the sale of the securities registered hereby), subsidiaries of the issuer of the Units and guarantors of the Senior Notes and Senior Discount Notes:
PRIMARY STANDARD INDUSTRIAL CLASSIFICATION I.R.S. EMPLOYER & NAME STATE OF ORGANIZATION CODE NUMBER IDENTIFICATION NUMBER - ------------------------------------ ---------------------- -------------------------- ---------------------- Orion Network Systems, Inc.* ...... Delaware 4899 52-1271418 Orion Satellite Corporation ....... Delaware 4899 52-1564318 International Private Satellite Partners, L.P. ..................... Delaware 4899 52-1648586 OrionNet, Inc. ..................... Delaware 4899 52-1564601 Orion Asia Pacific Corporation .... Delaware 4899 52-1959361 Asia Pacific Space and Communications, Ltd. ............... Delaware 4899 52-1611027 Orion Atlantic Europe, Inc. ....... Delaware 4899 52-1959360 OrionNet Finance Corporation ...... Delaware 4899 52-1959361
The address and telephone number of the principal executive offices and the agent for service for each of the additional registrants are the same as for Orion Network Systems, Inc., as set forth on the facing page of this Registration Statement. - ------------ * The issuer of the Units is a newly-formed Delaware corporation presently named Orion Newco Services, Inc., but will become the parent holding company of an existing public company, Orion Network Systems, Inc., and will change its name to Orion Network Systems, Inc., in a merger and exchange transaction that will occur prior to or simultaneously with the closing of the sale of the securities registered hereby (as described in the registration statement and included prospectus and in a merger proxy statement that will be sent to stockholders prior to the sale of the securities registered hereby). Since the issuer of the Units, on a consolidated basis (through the existing public company which will become its wholly-owned subsidiary), will succeed to and continue the business of the existing public company Orion Network Systems, Inc., the issuer of the Units believes that it is more informative and less confusing for potential investors and existing stockholders if this registration statement and the prospectus included herein refer to the issuer of the Units as Orion Network Systems, Inc. EXPLANATORY NOTE This registration statement relates to the public offering of Senior Note Units and Senior Discount Note Units (collectively, "Units"), Senior Notes due 2007, Senior Discount Notes due 2007, Warrants to Purchase Common Stock and Common Stock of Orion Network Systems, Inc. and Subsidiary Guarantees of the Additional Registrants contemplated by a Registration Statement on Form S-1, Registration No. 333-19167 (the "Prior Registration Statement"), and is filed solely to increase the number of Units to be offered in such offering by $110,397,000. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. ORION NEWCO SERVICES, INC. By: /s/ W. Neil Bauer ------------------------------- W. Neil Bauer President POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints W. Neil Bauer, David J. Frear and Richard H. Shay, and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - ---------------------- President and Director January 28, 1997 W. Neil Bauer (Principal Executive Officer) /s/ David J. Frear - ---------------------- Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) /s/ Richard H. Shay Director January 28, 1997 - ---------------------- Richard H. Shay II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. ORION NETWORK SYSTEMS, INC. By: /s/ W. Neil Bauer ------------------------------- W. Neil Bauer President POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints John G. Puente, W. Neil Bauer and David J. Frear, and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - ---------------------------- President, Chief Executive January 28, 1997 W. Neil Bauer Officer and Director (Principal Executive Officer) /s/ David J. Frear - ---------------------------- Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Treasurer Principal Financial Officer and Principal Accounting Officer) /s/ Gustave M. Hauser Chairman and Director January 28, 1997 - ---------------------------- Gustave M. Hauser /s/ John V. Saeman Director January 28, 1997 - ---------------------------- John V. Saeman II-2 /s/ John G. Puente Director January 28, 1997 - ---------------------------- John G. Puente /s/ Richard J. Brekka Director January 28, 1997 - ---------------------------- Richard J. Brekka /s/ Warren B. French, Jr.. Director January 28, 1997 - ---------------------------- Warren B. French, Jr. /s/ Sidney S. Kahn Director January 28, 1997 - ---------------------------- Sidney S. Kahn /s/ W. Anthony Rice Director January 28, 1997 - ---------------------------- W. Anthony Rice /s/ Robert M. Van Degna Director January 28, 1997 - ---------------------------- Robert M. Van Degna /s/ Barry Horowitz Director January 28, 1997 - ---------------------------- Barry Horowitz II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. ORION SATELLITE CORPORATION By: /s/ W. Neil Bauer ------------------------------- W. Neil Bauer Chairman and Chief Executive Officer POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints W. Neil Bauer and David J. Frear and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - -------------------------- Chairman, Chief Executive January 28,1997 W. Neil Bauer Officer and Director (Principal Executive Officer) - -------------------------- President and Director January __, 1997 Douglas Newman /s/ David J. Frear - -------------------------- Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Director (Principal Financial Officer and Principal Accounting Officer) II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. INTERNATIONAL PRIVATE SATELLITE PARTNERS, L.P. BY: ORION SATELLITE CORPORATION By: /s/ W. Neil Bauer ----------------------------- W. Neil Bauer Chairman and Chief Executive Officer POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints W. Neil Bauer and David J. Frear and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - ------------------------ Chairman, Chief Executive January 28, 1997 W. Neil Bauer Officer and Director (Principal Executive Officer) /s/ Douglas Newman - ------------------------ President and Director January 28, 1997 Douglas Newman /s/ David J. Frear - ------------------------ Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Director (Principal Financial Officer and Principal Accounting Officer) II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. ORIONNET, INC. By: /s/ W. Neil Bauer ---------------------------------- W. Neil Bauer President and Chief Executive Officer POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints W. Neil Bauer and David J. Frear and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - ------------------------ President, Chief Executive January 28, 1997 W. Neil Bauer Officer and Director (Principal Executive Officer) /s/ David J. Frear - ------------------------ Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Director (Principal Financial Officer and Principal Accounting Officer) II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. ORION ASIA PACIFIC CORPORATION By: /s/ W. Neil Bauer ----------------------------- W. Neil Bauer President and Chief Executive Officer POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints W. Neil Bauer and David J. Frear and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - ------------------------- President, Chief Executive January 28, 1997 W. Neil Bauer Officer and Director (Principal Executive Officer) /s/ David J. Frear - ------------------------- Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. ASIA PACIFIC SPACE AND COMMUNICATIONS, INC. By: /s/ W. Neil Bauer --------------------- W. Neil Bauer President and Chief Executive Officer POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints W. Neil Bauer and David J. Frear and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - ------------------------ President, Chief Executive January 28, 1997 W. Neil Bauer Officer and Director (Principal Executive Officer) /s/ David J. Frear - ------------------------ Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Director (Principal Financial Officer and Principal Accounting Officer) II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. ORIONNET FINANCE CORPORATION By: /s/ W. Neil Bauer --------------------------- W. Neil Bauer President and Chief Executive Officer POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints W. Neil Bauer and David J. Frear and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - ----------------------- President and Chief Executive January 28, 1997 W. Neil Bauer Officer and Director (Principal Executive Officer) /s/ David J. Frear - ----------------------- Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28th day of January, 1997. ORION ATLANTIC EUROPE, INC. By: /s/ W. Neil Bauer -------------------------- W. Neil Bauer President and Chief Executive Officer POWER OF ATTORNEY Know all Men by These Presents, that each individual whose signature appears below constitutes and appoints W. Neil Bauer and David J. Frear and each of them, his true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ W. Neil Bauer - ------------------------ President and Chief Executive January 28, 1997 W. Neil Bauer Officer and Director (Principal Executive Officer) /s/ David J. Frear - ------------------------ Vice President, Chief Financial January 28, 1997 David J. Frear Officer and Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) II-10 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 5.1 Opinion of Hogan & Hartson L.L.P. 8.1 Opinion of Hogan & Hartson L.L.P. with respect to certain tax matters 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5) 23.3 Consent of Ascent Communications Advisors L.P. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 January 28, 1997 Board of Directors Orion Network Systems, Inc. 2440 Research Boulevard Suite 400 Rockville, Maryland 20850 Ladies and Gentlemen: We are acting as counsel to Orion Network Systems, Inc., a Delaware corporation incorporated under the name Orion Newco Services, Inc. (the "Company"), in connection with the registration statement on Form S-1, as amended (the "Original Registration Statement"), filed by the Company and certain additional registrants with the Securities and Exchange Commission relating to the proposed public offering of Senior Note Units and Senior Discount Note Units (collectively, the "Units"), and the registration statement on Form S-1 filed by the Company and certain additional registrants with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act (the "462(b) Registration Statement, and collectively with the Original Registration Statement, the "Registration Statement") relating to the proposed public offering of additional Units (the "Additional Units"). Each Senior Note Unit consists of (i) one Senior Note due 2007 (such Senior Notes collectively, the "Senior Notes") to be issued pursuant to a Senior Note Indenture (the "Senior Note Indenture") to be executed by the Company, certain subsidiaries of the Company, as guarantors, and Bankers Trust Company, as trustee, and (ii) one Warrant (such Warrants collectively, the "Senior Note Warrants"), each Senior Note Warrant entitling the holder thereof to purchase shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company, to be issued pursuant to a Warrant Agreement (the "Warrant Agreement") to be executed by the Company and Bankers Trust Company, as Warrant Agent. Each Senior Discount Note Unit consists of (i) one Senior Discount Note due 2007 (such Senior Discount Notes collectively, the "Senior Discount Notes," and together with the Senior Notes, the "Notes") to be issued pursuant to a Senior Discount Note Indenture (the "Senior Discount Note Indenture") to be executed by the Company, certain subsidiaries of the Company, as guarantors, and Bankers Trust Company, as trustee, and (ii) one Senior Discount Note Warrant (such Senior Discount Note Warrants collectively, the "Senior Discount Note Warrants," and together with the Senior Note Warrants, the "Warrants"), each Senior Discount Note Warrant entitling the holder thereof to purchase shares of Common Stock to be issued pursuant to the Warrant Agreement. Board of Directors Orion Network Systems, Inc. January 28, 1997 Page 2 This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration Statement. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of the Original Registration Statement, as amended through the date hereof, and an executed copy of the 462(b) Registration Statement. 2. The form of the Senior Note Indenture, including the form of Senior Note, filed as Exhibit 4.1 to the Original Registration Statement. 3. The form of Senior Discount Note Indenture, including the form of Senior Discount Note, filed as Exhibit 4.2 to the Original Registration Statement. 4. The Form of Warrant Agreement, including the form of Senior Note Warrant and the form of Senior Discount Note Warrant, filed as Exhibit 4.5 to the Original Registration Statement. 5. The Certificate of Incorporation of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect. 6. The Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect. 7. The proposed form of Underwriting Agreement among the Company, Morgan Stanley & Co., Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, filed as Exhibit 1.1 to the Original Registration Statement (the "Underwriting Agreement"). 8. Resolutions of the Board of Directors of the Company, including resolutions adopted on January 14, 1997, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect, relating to the issuance and sale of the Units, the Notes, the Warrants and the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") to be sold by the Company and arrangements in connection therewith. Board of Directors Orion Network Systems, Inc. January 28, 1997 Page 3 In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us, and the conformity with the original documents of all documents submitted to us as certified, telecopied, photostatic, or reproduced copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing. This opinion letter is based as to matters of law solely on the General Corporation Law of the State of Delaware, and the contract law of the State of New York. We express no opinion herein as to any other laws, statutes, regulations or ordinances. Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the 462(b) Registration Statement, (ii) final action of the Board of Directors of the Company (or a duly appointed pricing committee thereof) approving the interest rate and other pricing terms of the Units, the Notes and the Warrants, (iii) due execution and delivery by the Company of the Underwriting Agreement, the Senior Note Indenture, the Senior Discount Note Indenture and the Warrant Agreement, (iv) sale and issuance of the Units pursuant to the terms of the Underwriting Agreement, issuance of the Senior Notes pursuant to the Senior Note Indenture, issuance of the Senior Discount Notes pursuant to the Senior Discount Note Indenture and issuance of the Warrants pursuant to the Warrant Agreement and (v) receipt by the Company of the consideration for the Units specified in the resolutions of the Board of Directors: (1) the Additional Units, and the Notes and the Warrants comprising such Additional Units, will constitute binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and as may be limited by the exercise of judicial discretion and the application of principles of equity, including, without limitation, requirements of good faith, fair dealing, conscionability and materiality (regardless of whether the Units, and the Notes and the Warrants comprising such Additional Units, are considered in a proceeding in equity or at law); provided, however, that we express no opinion with respect to Section 11.5 of the Warrant Agreement as incorporated in the Warrants and made a part thereof; and (2) the Warrant Shares have been duly authorized by the Company and, when issued and delivered upon exercise of the Warrants in accordance with the terms of the Warrant Agreement as in effect on the date hereof, will be validly issued, fully paid and non-assessable. The opinion expressed in paragraph (1) above shall be understood to mean only that if (i) there is a default in performance of an obligation, (ii) a failure to pay or other damage can be shown and (iii) the defaulting party can be brought into a court which will hear the case and apply the governing law, then, subject to the availability of defenses, and to the exceptions set forth above, the court will provide a money damage (or perhaps injunctive or specific performance) remedy. Board of Directors Orion Network Systems, Inc. January 28, 1997 Page 4 We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the filing of the Registration Statement on the date of this opinion letter and should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Validity of the Securities" in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, /s/ HOGAN & HARTSON L.L.P. HOGAN & HARTSON L.L.P. EX-8.1 3 EXHIBIT 8.1 EXHIBIT 8.1 January 28, 1997 Orion Network Systems, Inc. 2440 Research Boulevard, Suite 400 Rockville, Maryland 20850 Ladies and Gentlemen: We are acting as counsel to Orion Network Systems, Inc., a Delaware corporation (the "Company"), in connection with its registration statement on Form S-1 under Rule 462(b) (the "Registration Statement") filed with the Securities and Exchange Commission relating to the proposed public offering of (i) Senior Note Units, each consisting of one __% Senior Note due 2007 and one Warrant to purchase Common Stock of the Company, and (ii) Senior Discount Note Units, each consisting of one __% Senior Discount Note due 2007 and one Warrant to purchase Common Stock of the Company, all of which Units are to be sold by the Company. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(8) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(8), in connection with the Registration Statement. For purposes of this opinion letter, we have examined an executed copy of the Registration Statement. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us, and the conformity with the original documents of all documents submitted to us as certified, telecopied, photostatic, or reproduced copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing. This opinion letter is based as to matters of law solely on the Internal Revenue Code of 1986, as amended, its legislative history, judicial authority, current administrative rulings and practice, and existing and proposed Treasury Regulations, including regulations concerning the treatment of debt instruments issued with original issue discount, all as in effect and existing on the date hereof (collectively, "federal tax laws"). We express no opinion herein as to any other laws, statutes, regulations, or ordinances. Orion Network Systems, Inc. January 28, 1997 Page 2 Based upon, subject to and limited by the foregoing, we are of the opinion that the information in the prospectus constituting a part of the Registration Statement under the caption "Certain United States Federal Income Tax Consequences," to the extent that such information constitutes matters of law or legal conclusions or purports to describe certain provisions of the federal tax laws, has been reviewed by us and is a correct summary in all material respects of the matters discussed therein. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the filing of the Registration Statement on the date of this opinion letter and should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. We hereby consent to the filing of this opinion letter as Exhibit 8 to the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, /s/ HOGAN & HARTSON L.L.P. HOGAN & HARTSON L.L.P. EX-23.1 4 EXHIBIT 23.1 EXHIBIT 23.1(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-1, No. 333-_____) relating to the registration of Senior Note Units and Senior Discount Note Units dated January 29, 1997, of our report dated February 9, 1996 relating to the consolidated financial statements of Orion Network Systems, Inc. included in Amendment 3 to the Registration Statement of Orion Network Systems, Inc. (Form S-1, No. 333-19167) dated January 28, 1997. /s/ ERNST & YOUNG LLP Washington, D.C. January 28, 1997 EX-23.3 5 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF ASCENT COMMUNICATIONS ADVISORS L.P. We consent to the reference to our firm under the caption "Experts" and to the use of our report dated December 20, 1996 to the Registration Statement (Form S-1 No. 333-19167) and related Prospectus of Orion Newco Services, Inc. dated January 29, 1997. ASCENT COMMUNICATIONS ADVISORS L.P. By: /s/ Ascent Communications Advisors, L.P. --------------------------------------- Name: Title: New York, N.Y. January 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----