SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(Rule 13e-4)

(AMENDMENT NO. 1)

TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

ORBITAL SCIENCES CORPORATION

(Name of Subject Company and Person Filing)

Options to Purchase Common Stock, Par Value $.01 Per Share, Having an Exercise Price
Greater than $12.25 Granted Under the Orbital Sciences Corporation 1997 Stock Option
and Incentive Plan and the Orbital Sciences Corporation 1990 Stock Option Plan
(Title of Class of Securities)

685564106
(CUSIP Number of Class of Securities
Underlying Common Stock)

David W. Thompson
Chairman and Chief Executive Officer
Orbital Sciences Corporation
21839 Atlantic Boulevard
Dulles, Virginia 20166
(703) 406-5000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)

Copy to:
Eve N. Howard, Esq.
James E. Showen, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth St., N.W.
Washington, D.C. 20004-1109
(202) 637-5600

CALCULATION OF FILING FEE

Transaction valuation (1)	Amount of filing fee (2)
$791,177.05	$72.79

(1) Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,360,207 shares of common stock of Orbital Sciences Corporation, having an aggregate value of $791,177.05 as October 7, 2002, will be exchanged pursuant to this offer. The aggregate

	value of such options was calculated based on the Black-Scholes option pricing model. Such options include options granted since May 7, 2002 which option holders participating in the exchange must tender to the extent that the exercise prices of those options are lower than the lowest exercise price of any other options tendered by the option holder. The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended.
(2)	Previously paid.
[  ]	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable	Filing party:	Not applicable.
Form or Registration No.:	Not applicable	Date filed:	Not applicable.

[  ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[  ]	third party tender offer subject to Rule 14d-1.
[X]	issuer tender offer subject to Rule 13e-4.
[  ]	going-private transaction subject to Rule 13e-3.
[  ]	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. [  ]

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 4. Terms of the Transaction.
	Item 6. Purposes of the Transaction and Plans or Proposals.
	Item 10. Financial Statements.
	Item 12. Exhibits.
SIGNATURE
Index to Exhibits
Memorandum

         This Amendment No. 1 to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed by Orbital Sciences Corporation (the “Company”) with the Securities and Exchange Commission on October 8, 2002, relating to the offer by the Company to exchange all options outstanding under the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan (the “1997 Option Plan”) and the Orbital Sciences Corporation 1990 Stock Option Plan to purchase shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), that have an exercise price greater than $12.25 per share and are held by regular full and part-time employees for new options to purchase shares of Common Stock to be granted under the 1997 Option Plan, upon the terms and subject to the conditions described in the Offer to Exchange, dated October 8, 2002, and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Exchange, as they may be amended from time to time, the “Offer”).

Item 1. Summary Term Sheet.

         Item 1 is hereby amended and restated as follows:

         The information set forth under “Summary Term Sheet” in the Offer to Exchange, dated October 8, 2002 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1), is incorporated herein by reference.

Item 4. Terms of the Transaction.

         Item 4 is hereby amended to add the following supplemental information:

         (a)  The information set forth in the Memorandum regarding Amendment of Offer to Exchange, dated November 6, 2002 and attached hereto as Exhibit (a)(7), is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

         Item 6 is hereby amended to add the following supplemental information:

         (c)  The information set forth in the Offer to Exchange under Section 2 (“Purpose of the Offer”) and Section 9 (“Information Concerning Orbital Sciences Corporation”) is incorporated herein by reference. The Company does not have any plans, proposals or negotiations that would result in any of the transactions, changes or events described in Item 1006(c) of Regulation M-A except as disclosed.

Item 10. Financial Statements.

         Item 10 is hereby amended to add the following supplemental information:

         (a)  The information set forth in the Memorandum regarding Amendment of Offer to Exchange, dated November 6, 2002 and attached hereto as Exhibit (a)(7), and pages 1 through 13 of the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002 are incorporated herein by reference.

Item 12. Exhibits.

(a)	(1)	Offer to Exchange, dated October 8, 2002.*
	(2)	Form of Letter of Transmittal.*
	(3)	Form of Letter to Eligible Option Holders.*
	(4)	Form of Letter to Tendering Option Holders.*
	(5)	Orbital Sciences Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002 and incorporated herein by reference.
	(6)	Orbital Sciences Corporation Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002, filed with the Securities and Exchange Commission on July 29, 2002 and incorporated herein by reference.
	(7)	Memorandum regarding Amendment of Offer to Exchange, dated November 6, 2002.
	(8)	Orbital Sciences Corporation Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002, filed with the Securities and Exchange Commission on November 5, 2002 and incorporated herein by reference.
(b)		Not applicable.
(d)	(1)	Orbital Sciences Corporation 1997 Stock Option and Incentive Plan. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 3, 2002 and incorporated herein by reference.
	(2)	Form of Option Agreement Pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan.*
(g)		Not applicable.
(h)		Not applicable.

* Previously filed.

SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.

	Orbital Sciences Corporation
	/s/ David W. Thompson
	David W. Thompson Chairman and Chief Executive Officer
Date: November 6, 2002

Index to Exhibits

Exhibit
Number	Description
(a)(1)	Offer to Exchange, dated October 8, 2002.*
(a)(2)	Form of Letter of Transmittal.*
(a)(3)	Form of Letter to Eligible Option Holders.*
(a)(4)	Form of Letter to Tendering Option Holders.*
(a)(5)	Orbital Sciences Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002 and incorporated herein by reference.
(a)(6)	Orbital Sciences Corporation Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002, filed with the Securities and Exchange Commission on July 29, 2002 and incorporated herein by reference.
(a)(7)	Memorandum regarding Amendment of Offer to Exchange, dated November 6, 2002.
(a)(8)	Orbital Sciences Corporation Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002, filed with the Securities and Exchange Commission on November 5, 2002 and incorporated herein by reference.
(d)(1)	Orbital Sciences Corporation 1997 Stock Option and Incentive Plan. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 3, 2002 and incorporated herein by reference.
(d)(2)	Form of Option Agreement Pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan.*

* Previously filed.

EX-99.(A)(7) 3 w65202exv99wxayx7y.htm MEMORANDUM

M E M O R A N D U M

To:	Stock Option Plan Participants
From:	Kathleen Guerere, Vice President and Assistant General Counsel
Date:	November 6, 2002
Subject:	Amendment of Offer To Exchange Options

In light of questions received on the program and the recent filing of our Form 10-Q for the third quarter, we are amending and extending the Offer to Exchange certain outstanding options described in the documents mailed to you on October 8, 2002. You will now have until 12:00 midnight, New York City Time, on November 13, 2002 to deliver the letter of transmittal, in accordance with the instructions set forth in the documents previously distributed. You also have the right to withdraw your tendered options at any time before 12:00 midnight, New York City Time, on November 13, 2002. If your options are properly tendered and accepted for exchange on November 13, 2002, you will be granted new options on or about May 15, 2003, which is the first business day that is at least six months and one day following the date we cancel the options accepted for exchange.

Please read the following information carefully as part of the Offer to Exchange before deciding whether or not to participate in the Offer. This memorandum is being transmitted to you via electronic mail. Hard copies of this memorandum, as well as other information concerning the offer to exchange, may be obtained from the Office of the General Counsel of Orbital Sciences Corporation, 21839 Atlantic Boulevard, Dulles, Virginia 20166 (telephone: (703) 406-5000).

1.     If I tender options in the offer to exchange program, will I be eligible to participate in the company’s next annual option grant?

Yes. The company anticipates that the next annual grant of options will be made after the date on which new options are issued as part of the exchange program, regardless of whether or not you participate in the exchange. We currently expect to issue new options under the exchange program on May 15, 2003.

2.     Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2002

We filed our quarterly report on Form 10-Q for the quarter ended September 30, 2002 with the Securities and Exchange Commission on November 5, 2002. Appendix A to this memorandum sets forth summary financial information which was included in or derived from our quarterly report on Form 10-Q for the quarter ended September 30, 2002. This information should be read together with our condensed consolidated financial statements and related notes included in our quarterly report on Form 10-Q for the quarter ended September 30, 2002. Copies of the Form 10-Q for the quarter ended September 30, 2002 may be obtained from the Office of the General Counsel of Orbital Sciences Corporation, 21839 Atlantic Boulevard, Dulles, Virginia 20166 (telephone: (703) 406-5000).

Appendix A
Summary Financial Information

         The following table sets forth selected consolidated operating and balance sheet data for Orbital Sciences Corporation. The selected consolidated historical operating data for the nine months ended September 30, 2002 and 2001 and the selected historical balance sheet data as of September 30, 2002, which are included in or derived from our quarterly report on Form 10-Q for the quarter ended September 30, 2002, are unaudited, but include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such data.

         The information presented below should be read together with our condensed consolidated financial statements and related notes included in our quarterly report on Form 10-Q for the quarter ended September 30, 2002, which we have filed with the SEC. The SEC file number for this filing is 1-14279. This filing, our other annual, quarterly and current reports, our proxy statements and our other SEC filings may be examined, and copies may be obtained, at the following SEC public reference room:

450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public on the SEC’s Internet site at http://www.sec.gov.

         We will also provide without charge to each person to whom a copy of this memorandum is delivered, upon the written or oral request of any such person, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to:

Orbital Sciences Corporation
Attention: Office of the General Counsel
21839 Atlantic Boulevard
Dulles, Virginia 20166

or by telephoning us at (703) 406-5000 between the hours of 9:00 a.m. and 5:00 p.m., New York City Time.

         We have presented the following information in thousands, except per share amounts.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

		Nine Months Ended September 30,
		2002			2001
		(Unaudited, in thousands, except share data)
Operating Data:
	Revenues	$	390,980		$	294,386
	Costs of goods sold		329,219			264,949
	Gross profit		61,761			29,437
	Operating expenses		43,482			59,361
	Income (loss) from operations		18,279			(29,924	)
	Allocated share of losses of affiliates		—			(19,995	)
	Other income (expense), net		(9,766	)		(14,188	)
	Income (loss) before provision for income taxes and discontinued operations		8,513			(64,107	)
	Provision for income taxes		—			—
	Income (loss) from continuing operations before cumulative effect of change in accounting		8,513			(64,107	)
	Income from discontinued operations		875			114,729
	Cumulative effect of change in accounting		(13,795	)		—
	Net income (loss)	$	(4,407	)	$	50,622
Basic Income (Loss) Per Common Share:
	Income (loss) from continuing operations	$	0.20		$	(1.68	)
	Income from discontinued operations		0.02			3.01
	Cumulative effect of change in accounting		(0.32	)		—
	Net income (loss)	$	(0.10	)	$	1.33
Diluted Income (Loss) Per Common Share:
	Income (loss) from continuing operations	$	0.19		$	(1.68	)
	Income from discontinued operations		0.02			3.01
	Cumulative effect of change in accounting		(0.31	)		—
	Net income (loss)	$	(0.10	)	$	1.33
Other Data:
	EBITDA (1)	$	31,089		$	(8,217	)

		As of September 30, 2002
Balance Sheet Data:
	Cash, restricted cash and cash equivalents	$	60,830
	Net working capital		83,443
	Total assets		421,455
	Short-term borrowings		1,722
	Long-term obligations, net		114,409
	Stockholders’ equity		126,981

(1) EBITDA as reported above is defined as income (loss) from continuing operations before depreciation and amortization, interest expense, income tax expense and allocated share of losses of affiliates. This measurement has been included because management believes that certain investors will find it to be a useful tool for measuring our ability to meet debt service, capital expenditure and working capital requirements. EBITDA should not be considered an alternative to, or more meaningful than, income from operations or other traditional indicators of operating performance and cash flow from operating activities determined in accordance with generally accepted accounting principles. In addition, the definition of EBITDA used in this offer to exchange may not be comparable to the definition of EBITDA used by other companies.

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EX-99.(A)(7)

exv99wxayx7y