-----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, StfO072Lq1p1RGCw9zQtssF0Swf+Ni/ctb1u06VIFZfwoKD2HdSCG1PAWP9+o84X JiVPGqcryWCK4/yAtaQwTQ== 0000950133-98-003650.txt : 19981103 0000950133-98-003650.hdr.sgml : 19981103 ACCESSION NUMBER: 0000950133-98-003650 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981022 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981102 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: 001-14279 FILM NUMBER: 98736305 BUSINESS ADDRESS: STREET 1: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034065000 MAIL ADDRESS: STREET 1: 21700 ATLANTIC BLVD STREET 2: 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 FORM 8-K DATED OCTOBER 30, 1998 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) OCTOBER 22, 1998 Orbital Sciences Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-18287 06-1209561 - --------------------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 21700 Atlantic Boulevard, Dulles, Virginia 20166 - --------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 406-5000 -------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events The Board of Directors of Orbital Sciences Corporation (the "Company") declared a dividend distribution of one right ("Right") for each outstanding share of common stock (the "Common Stock") of the Company. The distribution is payable to stockholders of record on November 13, 1998. Each Right, when exercisable, entitles the registered holder to purchase from the Company one-one thousandth of a share of Series B Junior Participating Preferred Stock ("Preferred Stock") at a price of $210 per one-one thousandth share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates evidencing the Rights will be distributed. The Rights will separate from the Common Stock and a distribution of Rights Certificates (as defined below) will occur upon the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Directors may determine) following the commencement of a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person of 15% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"). Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates, and will be transferred with and only with the Common Stock certificates, (ii) new Common Stock certificates issued after November 13, 1998, upon transfer or new issuance of the Common Stock will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on October 31, 2008, unless earlier redeemed or exchanged by the Company as described below. The Rights will not be exercisable by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights has not been obtained or is not obtainable. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders -2- 3 of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes the beneficial owner of 15% or more of the then outstanding shares of Common Stock, each holder of a Right will, after the end of a redemption period referred to below, have the right to exercise the Right by purchasing, for an amount equal to the Purchase Price, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times such amount. Notwithstanding any of the foregoing, following the occurrence of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at a Purchase Price of $210 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $420 worth of Common Stock (or other consideration, as noted above) for $210. Assuming that the Common Stock had a per share value of $30 at such time, the holder of each valid Right would be entitled to purchase fourteen shares of Common Stock for $210. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall, after the expiration of the redemption period referred to below, have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price of the Right (e.g., common stock of the acquiring company having a value of $420 for the $210 Purchase Price). At any time after a person or group of affiliated or associated persons becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). The Purchase Price payable, and the number of one-one thousandths of a share of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution under certain circumstances. -3- 4 With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued (other than fractions which are integral multiples of one-one thousandth of a share of Preferred Stock) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. In general, the Board of Directors of the Company, may cause the Company to redeem the Rights in whole, but not in part, at any time during the period commencing on October 22, 1998, and ending on the tenth day following the Stock Acquisition Date, as such period may be extended or shortened by the Board of Directors (the "Redemption Period") at a price of $0.005 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights will require the concurrence of the two-thirds of Directors. After the Redemption Period has expired, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the Company ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.005 redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be subject to federal taxation to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company as set forth above. Other than those provisions relating to the principal economic terms of the Rights (other than an increase in the Purchase Price), any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency or to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided however, no amendment to adjust the time period governing redemption may be made at such time as the Rights are not redeemable. As of October 16, 1998, there were 80,000,000 authorized shares of Common Stock, of which 36,735,939 shares were issued and outstanding and 15,735 shares were held in the Company's treasury. Each share outstanding on -4- 5 November 13, 1998 will receive one Right. A total of 80,000 shares of Preferred Stock are reserved for issuance upon exercise of the Rights. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company in a manner or on terms not approved by the Board of Directors. The Rights, however, should not deter any prospective offeror willing to negotiate in good faith with the Board of Directors. Nor should the Rights interfere with any merger or other business combination approved by the Board of Directors. The Rights Agreement between the Company and the Rights Agent specifying the terms of the Rights is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, (i) the Orbital Sciences Corporation Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (Exhibit A to the Rights Agreement); (ii) a Summary of Rights to Purchase Series B Junior Participating Preferred Stock (Exhibit B to the Rights Agreement); (iii) the form of Rights Certificate (Exhibit C to the Rights Agreement); and (iv) the press release announcing the declaration of the Rights dividend are attached hereto as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, and are incorporated herein by reference. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to Exhibits 99.1 through 99.4 hereto. -5- 6 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 99.1. Rights Agreement dated as of October 22, 1998 between the Company and BankBoston, N.A., as Rights Agent. (incorporated by reference to Exhibit 1 to the Company's Report on Form 8-A) 99.2. Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock. (incorporated by reference to Exhibit 2 to the Company's Report on Form 8-A) 99.3. Summary of Rights to Purchase Series B Junior Participating Preferred Stock. 99.4. Form of Rights Certificate. (incorporated by reference to Exhibit 3 to the Company's Report on Form 8-A) 99.5. Press Release, dated October 30, 1998.
- 6 - 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. ORBITAL SCIENCES CORPORATION Date: October 30, 1998 By: /s/ Jeffrey V. Pirone --------------------------------------------- Name: Jeffrey V. Pirone Title: Executive Vice President and Chief Financial Officer - 7 - 8 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Rights Agreement dated as of October 22, 1998 between the Company and BankBoston, N.A., as Rights Agent. (incorporated by reference to Exhibit 1 to the Company's Report on Form 8-A) 99.2 Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferrec Stock. (incorporated by reference to Exhibit 2 to the Company's Report on Form 8-A) 99.3 Summary of Rights to Purchase Series B Junior Participating Preferred Stock. 99.4 Form of Rights Certificate. (incorporated by reference to Exhibit 3 to the Company's Report on Form 8-A) 99.5 Press Release, dated October 30, 1998.
- 8 - EX-99.3 2 SUMMARY OF RIGHTS 1 Exhibit B SUMMARY OF RIGHTS TO PURCHASE SERIES B JUNIOR PARTICIPATING PREFERRED STOCK The Board of Directors of Orbital Sciences Corporation has (the "Company") declared a dividend distribution of one right ("Right") for each outstanding share of common stock (the "Common Stock") of the Company. The distribution is payable to stockholders of record on November 13, 1998. Each Right, when exercisable, entitles the registered holder to purchase from the Company one-one thousandth of a share of Series B Junior Participating Preferred Stock ("Preferred Stock") at a price of $210 per one-one thousandth share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates evidencing the Rights will be distributed. The Rights will separate from the Common Stock and a distribution of Rights Certificates (as defined below) will occur upon the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) 10 business days (or such later date as the Directors may determine) following the commencement of a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person of 15% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"). Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates, and will be transferred with and only with the Common Stock certificates, (ii) new Common Stock certificates issued after November 13, 1998 upon transfer or new issuance of the Common Stock will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on October 31, 2008, unless earlier redeemed or exchanged by the Company as described below. The Rights will not be exercisable by a holder in any jurisdiction where the requisite qualification to the issuance to 2 such holder, or the exercise by such holder, of the Rights has not been obtained or is not obtainable. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes the beneficial owner of 15% or more of the then outstanding shares of Common Stock, each holder of a Right will, after the end of a redemption period referred to below, have the right to exercise the Right by purchasing, for an amount equal to the Purchase Price, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times such amount. Notwithstanding any of the foregoing, following the occurrence of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at a Purchase Price of $210 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $420 worth of Common Stock (or other consideration, as noted above) for $210. Assuming that the Common Stock had a per share value of $30 at such time, the holder of each valid Right would be entitled to purchase fourteen shares of Common Stock for $210. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall, after the expiration of the redemption period referred to below, have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price of the Right (e.g., common stock of the acquiring company having a value of $420 for the $210 Purchase Price). At any time after a person or group of affiliated or associated persons becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). - 2 - 3 The Purchase Price payable, and the number of one-one thousandths of a share of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution under certain circumstances. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued (other than fractions which are integral multiples of one-one thousandth of a share of Preferred Stock) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. In general, the Board of Directors of the Company, may cause the Company to redeem the Rights in whole, but not in part, at any time during the period commencing on October 22, 1998, and ending on the tenth day following the Stock Acquisition Date, as such period may be extended or shortened by the Board of Directors (the "Redemption Period") at a price of $0.005 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights will require the concurrence of the two-thirds of Directors. After the Redemption Period has expired, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the Company ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.005 redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be subject to federal taxation to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company as set forth above. Other than those provisions relating to the principal economic terms of the Rights (other than an increase in the Purchase Price), any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency or to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided - 3 - 4 however, no amendment to adjust the time period governing redemption may be made at such time as the Rights are not redeemable. * * * - 4 - EX-99.5 3 PRESS RELEASE 1 FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT: BARRON BENESKI (703) 406-5000 ORBITAL BOARD ADOPTS STOCKHOLDER RIGHTS PLAN (DULLES, VA 30 OCTOBER 1998) - Orbital Sciences Corporation (NYSE: ORB) announced today that its Board of Directors has adopted a Stockholder Rights Plan in which preferred stock purchase rights will be granted as a dividend at the rate of one right for each share of Common Stock held of record as of the close of business on November 13, 1998. The Rights Plan, which is similar to plans adopted by more than 1,900 publicly-traded companies, is designed to deter coercive or unfair takeover tactics. Orbital's adoption of the Rights Plan is intended to protect the rights of its stockholders and is not in response to any acquisition proposal. The Rights Plan will assist the company's Board of Directors in dealing with any future actions taken by hostile entities which attempt to deprive the company and its stockholders of the opportunity to obtain the most attractive price for their shares. In implementing the Rights Plan, the Board has declared a dividend of one right for each outstanding share of Orbital Common Stock. Each right initially would entitle the holder thereof to purchase one one-thousandth of a share of Preferred Stock. One one-thousandth of a share of Preferred Stock is intended to be approximately the economic equivalent of one share of Common Stock. The rights will expire on October 31, 2008. At the time of adoption of the Rights Plan, the rights are neither exercisable nor traded separately from the Common Stock. The rights will be exercisable only if a person or group in the future becomes the beneficial owner of 15% or more of Orbital's Common Stock or announces a tender or exchange offer which would result in its ownership of 15% or more of the Common Stock. Ten days after a public announcement that a person or group has become the beneficial owner of 15% or more of the Common Stock, each holder of a right, other than the acquiring person or group, would be entitled to purchase one share of Common Stock of the company for each right at one-half of the then-current market price. If the company is acquired in a merger, or 50% or more of the company's assets are sold in one or more related transactions, each right would entitle the holder thereof to purchase common stock of the acquiring company at half of the then-current market price of such common stock. At any time after a person or group becomes the beneficial owner of 15% or more of the Common Stock, Orbital's Board of Directors may exchange one share of Common Stock for each right, other than rights held by the acquiring person or group. The Board generally may redeem the rights at any time until ten days following the public announcement that a person or group has acquired beneficial ownership of 15% or more of the outstanding Common Stock. The redemption price is $0.005 per right. -- MORE -- 2 ORBITAL BOARD ADOPTS STOCKHOLDER RIGHTS PLAN PAGE 2 Details of the Rights Plan will be mailed to all stockholders of the company. Orbital is one of the largest space and information systems companies in the world, with 1998 revenues of approximately $750 million. The company, which is headquartered in Dulles, Virginia, employs 4,200 people at its major facilities in eight states and several international locations. Orbital is the world's leading manufacturer of low-cost space systems and products, including satellites, launch vehicles, electronics and sensors, satellite ground systems and software, and satellite-based navigation and communications products. Through its ORBCOMM and ORBIMAGE subsidiaries, Orbital is also a pioneering operator of satellite networks that provide data communications and high-resolution imagery services to customers all around the world. # # # Note to editors: To learn more about Orbital Sciences Corporation and to access our recent press releases, visit the company's web site at www.orbital.com. 2 -----END PRIVACY-ENHANCED MESSAGE-----