-----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, O0TaM6YZEMG2B+OWk1g/no2TPL6I2F9FpaImpFVkUaK966gZyjwPFvyPiZQUUjhE nI8c9Mr2AkVdk+LzzF1JfA== 0001005150-97-000212.txt : 19970401 0001005150-97-000212.hdr.sgml : 19970401 ACCESSION NUMBER: 0001005150-97-000212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970327 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970331 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22085 FILM NUMBER: 97570091 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Commission File Number: March 27, 1997 000-22085 ORION NETWORK SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2008654 (State or other jurisdiction (IRS Employer of incorporation) Identification Number) 2440 Research Boulevard Suite 400 Rockville, Maryland 20850 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 258-8101 (Former name or former address, if changed since last report) Not applicable ORION NETWORK SYSTEMS, INC. Item 5 Other Events On March 27, 1997, Orion Network Systems, Inc. ("Orion") issued a press release announcing Orion's acquisition of Teleport Europe GmbH, a German-based communications company that specializes in private satellite networks for voice and data services. Enclosed as Exhibit A to this Current Report on Form 8-K is the text of the March 27, 1997 press release. Item 7 Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. A. Press Release, dated March 27, 1997, regarding Orion's acquisition of Teleport Europe GmbH. -2- SIGNATURE 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 hereunto duly authorized. ORION NETWORK SYSTEMS, INC. Date: March 31, 1997 By: /s/ Richard H. Shay ------------------- Vice President, Corporate and Legal Affairs -3- EXHIBIT INDEX ---------------- Exhibit Description Page - ------- ----------- ---- A Press Release dated March 27, 1997 March 31, 1997 BY EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: ORION NETWORK SYSTEMS, INC. SEC FILE NO. 000-22085 Ladies and Gentlemen: On behalf of Orion Network Systems, Inc. (the "Corporation"), and in electronic format pursuant to Regulation S-T, we enclose for filing with the Commission a Current Report on Form 8-K. All required signatures have been obtained and will be retained by the Corporation for five years. Under cover of a copy of this letter, two copies of the Form 8-K, one of which is manually signed, are being filed with the Nasdaq Stock Market. If you have any questions or comments with respect to the foregoing, please telephone me at (202) 637-5736 or James G. Higham of this office at (202) 637-5761. Sincerely, /s/ Steven M. Kaufman Steven M. Kaufman Enclosures cc: Marilyn Bacot Nasdaq Stock Market EXHIBIT A FOR IMMEDIATE RELEASE: Contacts: Jim Kaufman, Assoc. 27 March 1997 General Counsel +301 258 3370 or David Frear, CFO +301 258 3332 ORION BUYS GERMAN NETWORK COMMUNICATIONS PROVIDER TELEPORT EUROPE GmbH Strategic Move to Expand and Accelerate European Sales Rockville, Md. -- Orion Network Systems, Inc. (NASDAQ: ONSI), an international satellite communications provider, today announced the acquisition of German-based Teleport Europe GmbH, a communications company specializing in private satellite networks for voice and data services. With this acquisition, Orion expands its customer base and accelerates its sales and service capabilities within Europe. Previously, Teleport Europe was a privately owned company with shares held by two major German companies, Vebacom GmbH and RWE Telliance AG, now known as o.tel.o. o.tel.o. declares that they sold Teleport Europe because o.tel.o. concentrates its business on offering public switched telephony and on servicing its already 700 corporate customers. Teleport Europe's 1996 revenues were in excess of $14 million. Orion's customer base is immediately expanded by approximately 55 customers including some of Germany's leading multinational corporations such as Volkswagen, BASF and Bertelsmann. In addition, Orion will acquire Teleport Europe's licenses and operating agreements to provide satellite network services in 40 countries including 17 countries in which Orion previously did not provide service. "Similar to Orion's philosophy, Teleport Europe has established a reputation as a high quality service provider of private business communications," said W. Neil Bauer, President and Chief Executive Officer of Orion Network Systems. "With this acquisition, Orion's customer base and sales presence in Europe is greatly expanded and we are better positioned to take advantage of the rapidly growing European A-1 market." This acquisition, and others which may follow, is part of Orion's strategy to accelerate the growth of its sales and service capabilities. Orion owns and operates the Orion 1 satellite, which covers Europe, the US to the Rocky Mountains and parts of Canada and Mexico. A second satellite, currently under construction, will supplement Orion's coverage of Europe and will expand that coverage into Russia, Latin America and the Middle East. A third, also under construction will cover the Asia/Pacific markets. Once launched, these three satellites will provide coverage to 85 percent of the world's economies. Dr. Hans-Joachim Heyke, Managing Director of Teleport Europe GmbH, said "by becoming part of the Orion family, Teleport Europe will be able to enhance service to its customers by accessing Orion's satellite for connections to and from the US and by adding new services to our portfolio such as US Internet access." Teleport Europe is located in Hanover, Germany and provides satellite communications for private networks with services such as data, voice, fax, audio and video. Since 1991, the company has provided turnkey solutions and a comprehensive service offering, including consultation, network planning, installation and on-going maintenance based on a Customer Service Center (CSC) with 24-hour/seven day support. Orion Network Systems, Inc. (NASDAQ: ONSI) is an international satellite communications company that provides private network services, including Internet access, directly to multinational businesses and Internet service providers (ISPs) worldwide. It also transmits video communications for television and other program distribution services. Orion provides its customers comprehensive network services, including 60-day installation, a single point of contact for sales and maintenance and international 24-hour/seven day support. Services include Internet access, data networking, voice, video, teleconferencing and news distribution to multiple points worldwide. # # # A-2 -----END PRIVACY-ENHANCED MESSAGE-----