-----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, BYqVsia0MhEMeg2O0vDSa665QjaVY5p6SpN1lnnQC0XH7ds+i1fTfqf3JJyLEIER Fgklooi50CU/tToWoe0sjA== 0000950133-98-001446.txt : 19980416 0000950133-98-001446.hdr.sgml : 19980416 ACCESSION NUMBER: 0000950133-98-001446 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-48679 FILED AS OF DATE: 19980415 EFFECTIVENESS DATE: 19980415 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-50183 FILM NUMBER: 98594689 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 S-3MEF 1 ABBREVIATED REGISTRATION STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ORBITAL SCIENCES CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 06-1209561 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
------------------------ 21700 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 (703) 406-5000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ DAVID W. THOMPSON CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ORBITAL SCIENCES CORPORATION 21700 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 (703) 406-5000 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copies to: EVE N. HOWARD, ESQ. CRAIG B. BROD, ESQ. HOGAN & HARTSON L.L.P. CLEARY, GOTTLIEB, STEEN & HAMILTON 555 THIRTEENTH STREET, N.W. ONE LIBERTY PLAZA WASHINGTON, D.C. 20004 NEW YORK, N.Y. 10006 (202) 637-5600 (212) 225-2000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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 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 statement number of the earlier effective registration statement for the same offering. [X] 333-48679 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. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
========================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF BEING PRICE PER OFFERING REGISTRATION TITLE OF SECURITIES BEING REGISTERED REGISTERED SHARE PRICE FEE - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value......................... 287,500(1) $45.8125 $13,171,094 $3,886 ==========================================================================================================================
(1) Includes shares that are issuable upon exercise of the Underwriters' over-allotment option. ================================================================================ 2 EXPLANATORY NOTE This registration statement relates to the public offering of Common Stock contemplated by a registration statement on Form S-3, Registration No. 333-48679 (the "Prior Registration Statement"), and is filed solely to increase the number of shares of Common Stock to be offered in such offering by 287,500 shares. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Loudoun, Commonwealth of Virginia, on the 15th day of April, 1998. ORBITAL SCIENCES CORPORATION By: /s/ DAVID W. THOMPSON ------------------------------------ DAVID W. THOMPSON, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on April 15, 1998 by the following persons in the capacities indicated.
SIGNATURES TITLE ---------- ----- /s/ DAVID W. THOMPSON Chairman of the Board, Chief Executive - ----------------------------------------------------- Officer and Director (Principal Executive DAVID W. THOMPSON Officer) /s/ JEFFREY V. PIRONE Executive Vice President and Chief Financial - ----------------------------------------------------- Officer (Principal Financial Officer) JEFFREY V. PIRONE /s/ MICHAEL P. KEEGAN Vice President and Controller - ----------------------------------------------------- MICHAEL P. KEEGAN /s/ FRED C. ALCORN Director - ----------------------------------------------------- FRED C. ALCORN /s/ KELLY H. BURKE Director - ----------------------------------------------------- KELLY H. BURKE /s/ BRUCE W. FERGUSON Director - ----------------------------------------------------- BRUCE W. FERGUSON /s/ DANIEL J. FINK Director - ----------------------------------------------------- DANIEL J. FINK /s/ LENNARD A. FISK Director - ----------------------------------------------------- LENNARD A. FISK
4
SIGNATURES TITLE ---------- ----- /s/ JACK L. KERREBROCK Director - ----------------------------------------------------- JACK L. KERREBROCK /s/ DOUGLAS S. LUKE Director - ----------------------------------------------------- DOUGLAS S. LUKE /s/ JOHN L. MCLUCAS Director - ----------------------------------------------------- JOHN L. MCLUCAS /s/ JANICE I. OBUCHOWSKI Director - ----------------------------------------------------- JANICE I. OBUCHOWSKI /s/ FRANK L. SALIZZONI Director - ----------------------------------------------------- FRANK L. SALIZZONI Director - ----------------------------------------------------- HARRISON H. SCHMITT /s/ JAMES R. THOMPSON Director - ----------------------------------------------------- JAMES R. THOMPSON /s/ SCOTT L. WEBSTER Director - ----------------------------------------------------- SCOTT L. WEBSTER
5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT PAGE - ------- ----------------------- ---- 5 Opinion of Hogan & Hartson L.L.P. regarding legality of shares being registered*.................................... 23.1 Consent of KPMG Peat Marwick LLP*........................... 23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)*.........................................................
- --------------- * Filed herewith. EX-5 2 OPINION OF HOGAN & HARTSON 1 EXHIBIT 5 April 15, 1998 Board of Directors Orbital Sciences Corporation 21700 Atlantic Boulevard Dulles, Virginia 20166 Ladies and Gentlemen: We are acting as counsel to Orbital Sciences Corporation, a Delaware corporation (the "COMPANY"), in connection with its registration statement on Form S-3 (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating to the proposed public offering of up to 287,500 shares of the Company's common stock, par value $.01 per share, all of which shares (the "SHARES") 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)(5) of Regulation S-K, 17 C.F.R. Section 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 Registration Statement. 2. The Certificate of Incorporation of the Company, as certified by the Secretary of the State of the State of Delaware on April 7, 1998 and by the Assistant Secretary of the Company on the date hereof as then being complete, accurate and in effect. 3. The Bylaws of the Company, as certified by the Assistant Secretary of the Company on the date hereof as then being complete, accurate and in effect. 4. The form of Purchase Agreement among the Company and the several Underwriters to be named therein, for whom Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan & Co., J.P. Morgan Securities Inc., 2 Morgan Stanley Dean Witter and Morgan Stanley & Co. Incorporated will act as representatives, incorporated by reference as Exhibit 1.1 to the Registration Statement (the "UNDERWRITING AGREEMENT"). 5. Resolutions of the Board of Directors of the Company adopted on March 24, 1998 and resolutions of the Pricing Committee of the Board of Directors of the Company adopted on April 14, 1998, as certified by the Assistant Secretary of the Company on the date hereof as then being complete, accurate and in effect, relating to the issuance and sale of the Shares and arrangements in connection therewith. 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. 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 Registration Statement, (ii) execution and delivery by the Company of the Underwriting Agreement, (iii) issuance of the Shares pursuant to the terms of the Underwriting Agreement and (iv) receipt by the Company of the consideration for the Shares specified in the resolutions of the Board of Directors and the Pricing Committee referred to above, the Shares will be validly issued, fully paid and nonassessable under the General Corporation Law of the State of Delaware. 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 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus incorporated by reference in 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. 3 Very truly yours, /s/ Hogan & Hartson L.L.P. HOGAN & HARTSON L.L.P. EX-23.1 3 CONSENT OF KPMG PEAT MARWICK 1 EXHIBIT 23.1 ACCOUNTANTS' CONSENT The Board of Directors Orbital Sciences Corporation and subsidiaries: We consent to the use of our reports incorporated herein by reference, which reports appear in the Company's registration statement (No. 333-48679) on Form S-3 and/or in the Company's 1997 annual report on Form 10-K. KPMG PEAT MARWICK LLP Washington, D.C. April 15, 1998 -----END PRIVACY-ENHANCED MESSAGE-----