-----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, QlqrPJI5FhQ3u/ea1NaNqa288tSj4tVF6RSYMTp52XRsBuVVfE7daba0hGNaeJCK fz1gSwuww31iwsqR5xOKvA== 0000950133-02-001984.txt : 20020515 0000950133-02-001984.hdr.sgml : 20020515 20020515104803 ACCESSION NUMBER: 0000950133-02-001984 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020515 EFFECTIVENESS DATE: 20020515 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: 1933 Act SEC FILE NUMBER: 333-88258 FILM NUMBER: 02648909 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 w60598as-8.txt REGISTRATION STATEMENT, FORM S-8 As filed with the Securities and Exchange Commission on May 15, 2002 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) 21839 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 ----------------------------------------------------------------- (Address of principal executive offices) ORBITAL SCIENCES CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) LESLIE C. SEEMAN, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ORBITAL SCIENCES CORPORATION 21839 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 (703) 406-5000 ----------------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) Copy to: EVE N. HOWARD, 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 Title of securities Amount to be maximum offering price maximum aggregate Amount of to be registered registered per share (1) offering price (1) registration fee (1) --------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK, PAR VALUE $.01 1,000,000 $5.875 $5,875,000 $540.50 =================================================================================================================================
(1) 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 May 9, 2002. EXPLANATORY NOTE This registration statement relates to stock to be granted under the Orbital Sciences Corporation 1999 Employee Stock Purchase Plan, as amended (the "Plan"), as described in a registration statement on Form S-8, Registration No. 333-69885 (the "Prior Registration Statement"), and is filed solely to increase the number of shares of Common Stock registered under the Plan from 2,000,000 shares to 3,000,000 shares. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS. Exhibit Number Description ------ ----------- 4 Orbital Sciences Corporation 1999 Employee Stock Purchase Plan, as amended* 5 Opinion of Hogan & Hartson L.L.P.* 23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)* 23.2 Consent of PricewaterhouseCoopers LLP* 23.3 Consent of Arthur Andersen LLP* 24 Power of Attorney (contained on the Signature Pages)*
- ----------- * Filed herewith. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 13th day of May, 2002. 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 them 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 by the following persons in the capacities indicated on May 13, 2002.
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 Officer --------------------- JAMES R. THOMPSON 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 /s/ Daniel J. Fink Director ------------------ DANIEL J. FINK /s/ Lennard A. Fisk Director -------------------- LENNARD A. FISK /s/ Robert M. Hanisee Director --------------------- ROBERT M. HANISEE /s/ Robert J. Hermann Director --------------------- ROBERT J. HERMANN /s/ Jack L. Kerrebrock Director ---------------------- JACK L. KERREBROCK /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 -------------------- SCOTT L. WEBSTER Director
4 EXHIBIT INDEX
Exhibit Number Description Page - ------ ----------- ---- 4 Orbital Sciences Corporation 1999 Employee Stock Purchase Plan, as amended* 5 Opinion of Hogan & Hartson L.L.P.* 23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5)* 23.2 Consent of PricewaterhouseCoopers LLP* 23.3 Consent of Arthur Andersen LLP* 24 Power of Attorney (contained on the Signature Pages)*
- ------------ * Filed herewith. 5 EX-4 3 w60598aex4.txt 1999 EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 4 Orbital Sciences Corporation 1999 Employee Stock Purchase Plan (as amended April 25, 2002) SECTION 1. PURPOSE OF PLAN The Orbital Sciences Corporation 1999 Employee Stock Purchase Plan (the "Plan") is designed to encourage and assist employees of Orbital Sciences Corporation ("Orbital") and its subsidiaries (collectively, the "Company") to acquire an equity interest in Orbital through the purchase of shares of Orbital common stock ("Common Stock"). This Plan is intended to constitute an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code (the "Code"). SECTION 2. ADMINISTRATION OF THE PLAN The Plan shall be administered by Orbital's Board of Directors (the "Board") or by a committee of the Board (the "Committee") appointed by the Board and serving at its pleasure (the Board or any such Committee being herein referred to as the "Administrator"). Until such time as the Board shall determine otherwise, the Human Resources and Nominating Committee of the Board shall serve as Administrator. The Administrator shall have full power and authority, not inconsistent with the express provisions of the Plan, to administer and interpret the Plan, including the authority to: (i) grant options and authorize the issuance of shares; (ii) make and amend all rules, regulations, guidelines, procedures and policies for administering the Plan; (iii) appoint persons and entities to act as designated representatives on its behalf in administering the Plan pursuant to its provisions (in which case the term "Administrator" as used herein shall include such persons or entities to the extent of such appointment); and (iv) decide all questions and settle all disputes that may arise in connection with the Plan. All interpretations, decisions and determinations made by the Administrator shall be binding on all persons concerned. SECTION 3. NATURE AND NUMBER OF SHARES The Common Stock subject to issuance under the terms of the Plan shall be authorized but unissued shares or previously issued shares reacquired and held by the Company. The aggregate number of shares that may be issued under the Plan shall not exceed 3,000,000 shares of Common Stock. In the event of any reorganization, recapitalization, stock split, reverse stock split, stock dividend, combination of shares, exchange of shares, merger, consolidation, offering of rights or other similar change in the capital structure of the Company, the Board or the Committee may make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the shares available for purchase under the Plan and in the maximum number of shares which may be issued under the Plan. SECTION 4. ELIGIBILITY Each individual employed by Orbital or a Participating Subsidiary (as hereinafter defined), except as provided below, shall be eligible to participate in the Plan ("Employee"). The following individuals shall be excluded from participation: (a) Persons who, immediately upon the grant of an Option, own directly or indirectly, or hold options or rights to acquire, an aggregate of five percent (5%) or more of the total combined voting power or value of all outstanding shares of all classes of Orbital or any Subsidiary; (b) Persons who are customarily employed by the Company less than twenty (20) hours per week or for not more than five (5) months in any calendar year; For purposes of the Plan, a "Subsidiary" is any corporation in which Orbital owns, directly or indirectly, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock. A "Participating Subsidiary" is any corporation meeting the requirements above that is designated by the Board or the Committee as a subsidiary whose employees are eligible to participate in the Plan. Notwithstanding any other provision hereunder, employees of Orbital Imaging Corporation, ORBCOMM Global, L.P., ORBCOMM International, L.P. and ORBCOMM U.S., L.P., who are not also employees of Orbital or a Participating Subsidiary, shall not be eligible to participate in the Plan. SECTION 5. ENROLLMENT AND WITHDRAWAL Each eligible Employee may enroll or re-enroll in the Plan as of the first day of any Option Period (as hereinafter defined) after the Employee first becomes eligible to participate. To enroll, an Employee must complete and sign an enrollment form (including a payroll deduction authorization) in a form acceptable to the Administrator and submit it to the Company at least 15 business days prior to the commencement of such Option Period or by such other date as the Administrator may prescribe. Participation in the Plan is voluntary. A "Participant" shall be an Employee enrolled in the Plan. Any Participant may withdraw from the Plan by notifying the Company at any time during the Option Period prior to the Purchase Date (as defined below). Upon such a withdrawal, the entire amount contributed to the Plan by the Participant will be refunded without interest as soon as administratively practicable. 2 SECTION 6. GRANT OF OPTIONS Under the Plan, each Option Period shall be a period of approximately six (6) months beginning on the first trading days of January and July, respectively, and ending on the last trading days of June and December, respectively, or such other period as the Board or the Committee may designate from time to time. Each person who is a Participant on the first day of an Option Period (the "Grant Date") will as of such day be granted an option for the Period (the "Option"). Such Option will be for the number of whole and fractional shares of Common Stock to be determined by dividing (i) the balance credited to the Participant's Account by means of payroll deduction (or such other means deemed acceptable by the Administrator) as of the Purchase Date (as determined under Section 8 below), by (ii) the purchase price per share of the Common Stock as determined under Section 8. In no event shall a Participant or his or her beneficiary(ies) be entitled to purchase, for any Option Period, more than the lesser of (i) the number of shares obtained by dividing $25,000 by the fair market value of a share of Common Stock on the Grant Date for such Option Period, or (ii) the maximum number of shares permitted to be purchased under Section 7(c) below. The Administrator will reduce, on a substantially proportionate basis, the number of shares of Common Stock receivable by each Participant upon exercise of his or her Option for an Option Period in the event that the number of shares then available under the Plan is otherwise insufficient, and will return without interest any unused cash remaining in the Participant's account as soon as administratively practicable. SECTION 7. METHOD OF PAYMENT (a) Form of Payment. Payment for shares shall be made in installments through after-tax payroll deductions over the Option Period, with such deductions taken from pay periods ending during the Option Period, or in such other form of payment deemed acceptable by the Administrator. Subject to the limits below and in Section 8, each Participant may elect through payroll withholding during the Option Period (or such other means deemed acceptable by the Company) to have credited to his or her account an amount not greater than twenty percent (20%) of Compensation (as defined below); provided that the Administrator from time to time before an enrollment date may establish limits other than those herein described for all purchases to occur during the relevant Option Period. For purposes of the Plan, "Compensation" shall mean all compensation paid to the Participant by the Company and currently includible in his or her income, including such amounts as commissions, overtime, shift differential and other amounts includible in the definition of compensation provided in the Treasury Regulations promulgated under Section 415 of the Code, plus any amount that would be so included but for the fact that it was contributed to a qualified plan pursuant to an elective deferral under Section 401(k) of the Code, but not including (i) payments under stock option plans and other employee benefit plans or other amounts excluded from the definition of compensation provided in the Treasury Regulations under Section 415 of the Code and (ii) bonuses. A Participant may increase or decrease the rate of withholding on a prospective basis effective as to future Option Periods by giving at least two (2) weeks written notice (in a form acceptable to the Administrator) to the Company. 3 (b) Accounts. All payments by each Participant shall be credited to such Participant's account. No interest will be paid on amounts credited to a Participant's Account. (c) Limits on Purchase. In no event shall the rights of any Participant to purchase shares (under this Plan and under any other stock purchase plans of Orbital or any Subsidiary) accrue at a rate that exceeds $25,000 as measured by the fair market value of such shares (determined in the case of each such share as of the date of grant of the related option) for the calendar year. SECTION 8. PURCHASE PRICE The purchase price of Common Stock issued pursuant to the exercise of an Option shall be eighty-five percent (85%) of the lower of the fair market value of Common Stock on (a) the Grant Date for the Option Period, or (b) the fair market value of Common Stock on the last trading day of the Option Period (the "Purchase Date"). Fair market value shall mean the closing price of Common Stock on the national securities exchange on which the Common Stock is then principally traded or, if that measure of price is not available, on a composite index of such exchanges or, if that measure of price is not available, in a national market system for securities. In the event that there are no sales of Common Stock on any such exchange or market on the Grant or Purchase Date, the fair market value of the Common Stock shall be deemed to be the closing sales price on the next preceding day on which Common Stock was sold on any such exchange or market. In the event that the Common Stock is not listed on any such market or exchange on the Grant or Purchase Dates, a reasonable valuation of the fair market value of the Common Stock on such dates shall be made by the Administrator. SECTION 9. EXERCISE OF OPTIONS If an Employee is a Participant in the Plan on a Purchase Date, he or she will be deemed to have exercised the Option granted to him or her for the period ending on that Purchase Date. Upon such exercise, the Company will apply the balance of the Participant's account to the purchase of the number of whole or fractional shares of Common Stock determined under Section 6 and as soon as practicable thereafter will issue and deliver said shares to the Participant. Any cash remaining in the Participant's account will be refunded without interest. Notwithstanding anything herein to the contrary, Orbital's obligation to issue and deliver shares of Common Stock under the Plan will be subject to the approval required by any governmental authority in connection with the authorization, issuance, sale or transfer of said shares, to any requirements of any national securities exchange applicable thereto, and to compliance by Orbital with other applicable legal requirements in effect from time to time. SECTION 10. TERMINATION OF EMPLOYMENT Subject to Section 11, upon the termination of a Participant's employment with the Company for any reason other than death, the Participant's account balance shall be frozen to future accruals and the Participant may (i) elect to withdraw from Plan participation, as provided in Section 5, or (ii) apply the balance of his or her Account as of the Purchase Date toward the exercise of the Option pursuant to Section 9 of the Plan. If no written election is made by the Participant prior to the Purchase Date, the Participant shall be deemed to have elected to exercise the Option in the manner described in (ii) above. Notwithstanding the above, a terminated Employee will cease to be a Participant upon the earliest of the following events: (i) his or her voluntary withdrawal from the Plan, as provided in Section 5, (ii) the last day of the Option Period (after completion of the Option exercise) or (iii) three 4 months following his or her termination date. Upon the cessation of participation, any Option held by the Participant under the Plan will be deemed cancelled, the balance of the Participant's Account will be returned to the Participant, without interest, as soon as administratively practicable and the Participant will have no further rights under the Plan. SECTION 11. DEATH OF A PARTICIPANT Each Participant may designate one or more beneficiaries who, in the event of the Participant's death, would receive any Common Stock and/or cash credited to the Participant under the Plan. In the case of a Participant who is married at time of death, the Administrator may condition any designation of a beneficiary other than the Participant's spouse on the written consent of such spouse. Such designation will also provide for the election by the Participant of either (i) cancellation of the Participant's Option upon his or her death as provided in Section 5 or (ii) application as of the Purchase Date of the balance of the deceased Participant's account at the time of death to the exercise of the Option, pursuant to Section 9 of the Plan. In the absence of a valid election otherwise, the death of a Participant will be deemed to effect a cancellation of his or her Option. A designation of beneficiary and election may be changed by the Participant at any time. Any such designation or change in designation, if made in accordance with the Plan and in a form and manner that is acceptable to the Administrator, shall be effective upon receipt by the Company and shall be the exclusive means of designating a beneficiary under the Plan. In the absence of a proper beneficiary designation under the Plan, a deceased Participant will be deemed to have elected cancellation under (i) above, and the balance in his or her account under the Plan will be refunded without interest to his or her estate. As soon as administratively feasible after the death of a Participant, any Common Stock and/or cash credited to the Participant under the Plan shall be delivered to the Participant's designated beneficiaries or, in the absence of such designation, to the executor, administrator or other legal representative of the Participant's estate. Such delivery and payment shall relieve the Company of further liability to the deceased Participant or his or her beneficiaries with respect to the Plan. If more than one beneficiary is designated, each beneficiary shall receive an equal portion of the account unless the Participant has given express contrary instructions. SECTION 12. ASSIGNMENT No Participant may sell, pledge, assign, transfer or otherwise create a lien on any funds, securities, rights or other property held for the account of the Participant under the Plan, except as provided in Section 11 above. A Participant's right to purchase shares under the Plan shall be exercisable during the Participant's lifetime only by the Participant. If this provision is violated, the Participant's election to purchase Common Stock shall terminate and the only obligation of the Company remaining under the Plan will be to refund to the Participant the amount then credited to his or her Account. SECTION 13. EQUAL RIGHTS AND PRIVILEGES All eligible Employees shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 or any successor provisions of the Code and related regulations. Any provision of the Plan which is inconsistent with Section 423 or any successor provision of the Code shall without further act of amendment by the Company be reformed to comply with the requirements of Section 423. This Section 13 shall take precedence over all other provisions of the Plan. SECTION 14. RIGHTS AS STOCKHOLDER 5 A Participant shall have no rights as a stockholder under an Option until he or she becomes a stockholder as herein provided. A Participant will become a stockholder with respect to shares for which payment has been completed as provided in Section 8 as of the close of business on the Purchase Date for the Option Period. SECTION 15. MODIFICATION AND TERMINATION OF THE PLAN The Board or the Committee may terminate the Plan at any time and may at any time and from time to time amend the Plan in any manner permitted by law. No amendment shall be effective unless within one (1) year after it is adopted by the Board it is approved by Orbital's shareholders in the manner prescribed under the Treasury Regulations under Section 423 of the Code, if such amendment would: (i) increase the number of shares reserved for purchase under the Plan, or (ii) change the designation of corporations whose employees may be offered Options under the Plan, except as permitted under Treasury Regulations Section 1.423-2(c)(4). In the event the Plan is terminated, the Board or Committee may elect to terminate all outstanding Options either immediately or upon completion of the purchase of shares on the next Purchase Date, unless the Board has determined that the right to make all such purchases shall expire on some other designated date occurring prior to the next Purchase Date. If Options are terminated prior to expiration, all funds contributed to the Plan that have not been used to purchase shares shall be returned without interest to the Participants. SECTION 16. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE This Plan was adopted by the Board on October 22, 1998. The Effective Date of the Plan shall be January 1, 1999, subject to shareholder approval. In the event shareholder approval of the Plan is not obtained in the manner prescribed under Treasury Regulations under Section 423 of the Code, Participants will receive a full refund of amounts credited to their accounts as soon as administratively practicable. SECTION 17. OTHER PROVISIONS Options and other documentation under the Plan shall contain such other provisions as the Administrator shall deem advisable, provided that no such provision shall conflict with the express terms of the Plan. SECTION 18. EMPLOYMENT RIGHTS Nothing contained in the provisions of the Plan shall be construed to give to any individual the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge any employee at any time. 6 * * * The Plan was duly adopted by the Board of Directors of Orbital as of October 22, 1998. /s/ Leslie C. Seeman ---------------------------------------------------- Leslie C. Seeman Senior Vice President, General Counsel and Secretary The Plan was duly approved by the stockholders of Orbital on May 14, 1999. /s/ Leslie C. Seeman ---------------------------------------------------- Leslie C. Seeman Senior Vice President, General Counsel and Secretary 7 EX-5 4 w60598aex5.txt OPINION OF HOGAN & HARTSON L.L.P. EXHIBIT 5 [HOGAN & HARTSON L.L.P. LETTERHEAD] May 13, 2002 Board of Directors Orbital Sciences Corporation 21839 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 the registration of 1,000,000 shares of the Company's common stock, par value $.01 per share (the "SHARES"), issued from time to time pursuant to the Orbital Sciences Corporation 1999 Employee Stock Purchase Plan, 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 May 8, 2002 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 22, 1998 and January 24, 2002, 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 Board of Directors Orbital Sciences Corporation May 13, 2002 Page 2 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. 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. 2 EX-23.2 5 w60598aex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC 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 March 7, 2002 relating to the financial statements and financial statement schedules of Orbital Sciences Corporation and our report dated March 6, 2002 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, 2001. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP McLean, Virginia May 10, 2002 EX-23.3 6 w60598aex23-3.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report on ORBCOMM Global, L.P.'s December 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, 2001 and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Vienna, Virginia May 10, 2002 -----END PRIVACY-ENHANCED MESSAGE-----