-----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, PUUGEEDtmmcAa/nxpHcGerWxTJZFDX1arEqb8AgxtZpIAAKYYXqDqRoBfcI8+2ex KlsoC8mAR+60xZ+/82W1ZA== 0000950133-97-003241.txt : 19970918 0000950133-97-003241.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950133-97-003241 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970911 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970912 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBITAL SCIENCES CORP /DE/ CENTRAL INDEX KEY: 0000820736 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 061209561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18287 FILM NUMBER: 97679324 BUSINESS ADDRESS: STREET 1: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034065000 MAIL ADDRESS: STREET 1: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: ORBITAL SCIENCES CORP II DATE OF NAME CHANGE: 19900212 8-K 1 ORBITAL SCIENCES CORPORATION - FORM 8-K 1 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): September 11, 1997 ------------------------ ORBITAL SCIENCES CORPORATION DELAWARE 0-18287 06-1209561 (State of incorporation) (Commission File Number) (I.R.S. Employer I.D. No.) 21700 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 (703) 406-5000 (Address and telephone number of principal executive offices) 1 2 ITEM 5. OTHER EVENTS On September 11, 1997, Orbital Sciences Corporation announced in a press release attached as Exhibit 99 to this Form 8-K that it will sell $90 million in 5% convertible subordinated notes due October 2002 within the United States pursuant to Rule 144A of the U.S. Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under that Act. The offering is expected to close September 16, 1997. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibit 99. Text of Press Release dated September 11, 1997. 3 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. ORBITAL SCIENCES CORPORATION Date: September 12, 1997 By: /s/ Jeffrey V. Pirone ---------------------------------- Jeffrey V. Pirone Senior Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99 Press Release dated September 11, 1997. (transmitted herewith)
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EX-99 2 PRESS RELEASE DATED SEPTEMBER 11, 1997 1 Exhibit 99 FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT BARRON BENESKI (703) 406-5000 ORBITAL TO SELL $90 MILLION OF CONVERTIBLE SUBORDINATED NOTES (DULLES, VA 11 September 1997) -- Orbital Sciences Corporation (NASDAQ: ORBI) today announced it will sell $90 million in 5% convertible subordinated notes due October 2002 within the United States pursuant to Rule 144A of the U.S. Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under that Act. The offering is expected to close September 16, 1997. The company has granted the initial purchasers in the offering a 30-day option to purchase up to an additional $10 million of notes to cover over-allotments, if any. The notes, which are non-callable for three years, will be convertible into Orbital common stock at a conversion price of $28.00 per share, subject to adjustment in certain events. The notes will initially be convertible into a total of 3,214,286 shares of common stock of the company (3,571,429 shares if the initial purchasers' over-allotment option is exercised in full). Orbital plans to use the net proceeds from the offering to realign its short- and long-term capital structure, and for possible investments in new projects, product lines or acquisitions or, if needed, to satisfy certain existing contingent commitments. Neither the notes nor the common stock of the company issuable upon conversion of the notes has been registered under the Securities Act of 1933, as amended, or any state securities laws. Accordingly, these securities may not be offered or sold in the United States or to or for the account of U.S. persons absent registration or an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. This announcement is neither an offer to sell nor a solicitation to buy any of these securities. Orbital is a space and information systems company that designs, manufactures, operates and markets a broad range of affordable space and ground infrastructure systems, satellite access products and satellite services. These include launch vehicles, satellites, space sensors and electronics, satellite ground systems and software, satellite-based navigation and communications products, and satellite-delivered communications and Earth-imaging services. 5
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