-----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, PaQ8y4o080yg7nImEZ5pVeHKJA10byLaXDMQ/CdPylaWgc5a2jtF+LzA+nujP84R 05qmoSIxT1igK08x++iujQ== 0000950133-01-500650.txt : 20010425 0000950133-01-500650.hdr.sgml : 20010425 ACCESSION NUMBER: 0000950133-01-500650 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010424 EFFECTIVENESS DATE: 20010424 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-8 SEC ACT: SEC FILE NUMBER: 333-59474 FILM NUMBER: 1609907 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 S-8 1 w48229bs-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on April 24, 2001 Registration No. 333-____ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORBITAL SCIENCES CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 05-1209561 - ----------------------------- --------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 21700 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 ---------------------------------------------------------- (Address of principal executive offices) DEFERRED SALARY AND PROFIT SHARING PLAN FOR EMPLOYEES OF ORBITAL SCIENCES CORPORATION (1998 RESTATEMENT) (Full title of the plans) LESLIE C. SEEMAN, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ORBITAL SCIENCES CORPORATION 21700 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 (703) 406-5000 ------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) Copy to: JAMES E. SHOWEN, ESQ. HOGAN & HARTSON L.L.P. 555 THIRTEENTH STREET, N.W. WASHINGTON, D.C. 20004-1109 (202) 637-5600 CALCULATION OF REGISTRATION FEE
========================================================================================================== Proposed Proposed maximum Amount of Title of securities Amount to be maximum offering aggregate registration to be registered registered (1) price per share (2) offering price (2) fee (2) - ---------------------------------------------------------------------------------------------------------- COMMON STOCK, PAR VALUE $.01 1,500,000 $4.175 $6,262,500.00 $1,565.63 ==========================================================================================================
(1) Pursuant to Rule 416(c), this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation (1998 Restatement). (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices per share of the Common Stock, par value $0.01 per share, of Orbital Sciences Corporation, reported on the New York Stock Exchange on April 20, 2001. 2 EXPLANATORY NOTE This registration statement relates to stock to be granted under the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation (1998 Restatement), as amended (the "Plan"), as described in a registration statement on S-8, Registration No. 33-69887 (the "Prior Registration Statement") and is filed solely to increase the number of shares of Common Stock registered under the Plan from 500,000 shares to 2,000,000 shares. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 5. Interests of Named Experts and Counsel. Orbital Sciences Corporation (the "Company") has agreed to hold KPMG LLP ("KPMG") harmless against and from any and all legal costs and expenses incurred by KPMG in successful defense of any legal action or proceeding that arises as a result of KPMG's consent to the incorporation by reference of its audit reports on the Company's, ORBIMAGE's and ORBCOMM's past consolidated financial statements incorporated by reference into this registration statement. ITEM 8. EXHIBITS.
Exhibit Number Description ------ ----------- 5 Opinion of Hogan & Hartson L.L.P.* 10 Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation (1998 Restatement), as amended (incorporated by reference to Exhibit 10.9 to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000) 23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)* 23.2 Consent of PricewaterhouseCoopers LLP* 23.3 Consent of KPMG LLP* 23.4 Consent of Arthur Andersen LLP* 24 Power of Attorney (contained on the Signature Pages)*
- ----------- * Filed herewith. 2 4 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Loudoun, the Commonwealth of Virginia on the 24th day of April, 2001. ORBITAL SCIENCES CORPORATION BY: /s/ David W. Thompson ------------------------------------------ David W. Thompson, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints David W. Thompson and Leslie C. Seeman, or any of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and capacities, for then and in their name, place and stead, in any and all capacities, to sign any 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 an agents full power and authority to 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 they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on April 24, 2001 by the following persons in the capacities indicated. SIGNATURE: TITLE: ------------------------ ---------------------------------- /s/ DAVID W. THOMPSON ------------------------ Chairman of the Board, Chief DAVID W. THOMPSON Executive Officer and Director /s/ JAMES R. THOMPSON ------------------------ President, Chief Operating JAMES R. THOMPSON Officer and Director /s/ GARRETT E. PIERCE ------------------------ Executive Vice President, Chief GARRETT E. PIERCE Financial Officer and Director /s/ HOLLIS M. THOMPSON ------------------------ Vice President and Controller HOLLIS M. THOMPSON 3 5 ------------------------ 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 /s/ JACK L. KERREBROCK ------------------------ Director JACK L. KERREBROCK /s/ DOUGLAS S. LUKE ------------------------ Director DOUGLAS S. LUKE /s/ JANICE I. OBUCHOWSKI ------------------------ Director JANICE I. OBUCHOWSKI /s/ FRANK L. SALIZZONI ------------------------ Director FRANK L. SALIZZONI /s/ HARRISON H. SCHMITT ------------------------ Director HARRISON H. SCHMITT /s/ SCOTT L. WEBSTER ------------------------ Director SCOTT L. WEBSTER 4 6 EXHIBIT INDEX
Exhibit Number Description Page - ------ ----------- ---- 5 Opinion of Hogan & Hartson L.L.P.* 10 Orbital Sciences Corporation 1997 Stock Option and Incentive Plan, as amended (incorporated by reference to Exhibit 10.9 to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000) 23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)* 23.2 Consent of PricewaterhouseCoopers LLP* 23.3 Consent of KPMG LLP* 23.4 Consent of Arthur Andersen LLP* 24 Power of Attorney (contained on the Signature Pages)*
- ------------ * Filed herewith. 5 EX-5 2 w48229bex5.txt OPINION OF HOGAN & HARTSON L.L.P. 1 EXHIBIT 5 April 24, 2001 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-8, as amended (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission relating to registration of 1,500,00 shares of the Company's common stock, par value $.01 per share (the "SHARES"), issued from time to time pursuant to the Deferred Salary and Profit Sharing Plan for Employees of Orbital Sciences Corporation (1998 Restatement), as amended (the "PLAN"). 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 Restated Certificate of Incorporation of the Company, as amended, as certified by the Secretary of the State of the State of Delaware on April 19, 2001 and by an Assistant Secretary of the Company on the date hereof as being complete, accurate, and in effect. 3. The Amended and Restated Bylaws of the Company, as certified by an Assistant Secretary of the Company on the date hereof as being complete, accurate, and in effect. 4. Resolutions of the Board of Directors of the Company adopted at meetings held on October 19, 2000, and January 24 and 25, 2001 as certified by an Assistant Secretary of the Company on the date hereof as being complete, accurate, and in effect, relating to the approval of the Plan and arrangements in connection therewith. 5. The Plan. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing. 2 This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term "Delaware General Corporation Law, as amended" includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. Based upon, subject to and limited by the foregoing, we are of the opinion that following the issuance of the Shares by the Company pursuant to the Plan, the Shares will be validly issued, fully paid and nonassessable. This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. We hereby consent to the filing of this opinion letter as Exhibit 5 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-23.2 3 w48229bex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report (which contains an explanatory paragraph relating to the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements) dated April 16, 2001 relating to the financial statements and financial statement schedules of Orbital Sciences Corporation and our report dated April 16, 2001 relating to the financial statements of Orbital Imaging Corporation, which appears in Orbital Sciences Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. PRICEWATERHOUSECOOPERS LLP McLean, Virginia April 23, 2001 EX-23.3 4 w48229bex23-3.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.3 Accountants' Consent The Board of Directors Orbital Sciences Corporation and subsidiaries: We consent to a) the use of our reports dated February 16, 1999, except as to note 3A which is as of April 17, 2000, relating to the consolidated statements of operations, stockholders' equity, and cash flows, and the related consolidated financial statement schedule, of Orbital Sciences Corporation and subsidiaries for the year ended December 31, 1998, before the reclassification to reflect Magellan Corporation as a discontinued operation as described in note 2 to the consolidated financial statements, b) the use of our report dated March 30, 1999, relating to the consolidated statements of operations and comprehensive loss, partners' capital, and cash flows, of ORBCOMM Global, L.P. and subsidiaries for the year ended December 31, 1998, and c) the use of our report dated January 22, 1999, except as to the second paragraph of note 4 which is as of March 23, 2000, relating to the consolidated statements of operations, stockholders' equity, and cash flows, of Orbital Imaging Corporation and subsidiaries for the year ended December 31, 1998, each as incorporated by reference herein, and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the prospectus. KPMG LLP Washington, DC April 23, 2001 EX-23.4 5 w48229bex23-4.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on ORBCOMM Global, L.P.'s Decmeber 31, 2000 and 1999 financial statements dated April 12, 2001 and our report on Orbital Communications Corporation's December 31, 1999 financial statements dated February 3, 2000, except with respect to the matters described in Note 10, as to which the date is April 12, 2001, included in Orbital Sciences Corporation's Form 10-K for the year ended December 31, 2000 and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP April 23, 2001 Vienna, Virginia -----END PRIVACY-ENHANCED MESSAGE-----