10-Q/A 1 w83875e10vqza.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT No. 2 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended MARCH 31, 2002 ORBITAL SCIENCES CORPORATION Commission file number 1-14279 DELAWARE 06-1209561 (State of Incorporation) (IRS Identification number) 21839 ATLANTIC BOULEVARD DULLES, VIRGINIA 20166 (703) 406-5000 (Address of principal executive offices) (Telephone number) The registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. As of June 24, 2002, 43,825,851 shares of the registrant's common stock were outstanding. EXPLANATORY NOTE This Amendment No. 2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 is being filed solely for the purpose of amending the footnote to the Exhibit Index hereto and the footnote to Exhibit 10.2, filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ORBITAL SCIENCES CORPORATION DATED: March 6, 2003 By: /s/ Garrett E. Pierce ---------------------------------- Garrett E. Pierce Vice Chairman and Chief Financial Officer CERTIFICATIONS I, David W. Thompson, the Chairman and Chief Executive Officer of Orbital Sciences Corporation (the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of the Company; and 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. Date: March 6, 2003 /s/ David W. Thompson ------------------------------------ David W. Thompson Chairman and Chief Executive Officer I, Garrett E. Pierce, the Vice Chairman and Chief Financial Officer of Orbital Sciences Corporation (the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of the Company; and 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. Date: March 6, 2003 /s/ Garrett E. Pierce ----------------------------------------- Garrett E. Pierce Vice Chairman and Chief Financial Officer EXHIBIT INDEX The following exhibits are filed with this report unless otherwise indicated.
Exhibit No. Description ----------- ----------- 3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to the company's Registration Statement on Form S-3 (File Number 333-08769) filed and effective on July 25, 1996). 3.2 By-Laws of Orbital Sciences Corporation, as amended on July 27, 1995 (incorporated by reference to Exhibit 3 to the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 3.3 Certificate of Amendment to Restated Certificate of Incorporation, dated April 29, 1997 (incorporated by reference to Exhibit 3.3 to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998). 3.4 Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock, dated November 2, 1998 (incorporated by reference to Exhibit 2 to the company's Report on Form 8-A filed on November 2, 1998). 10.1 Orbital Sciences Corporation 1997 Stock Option and Incentive Plan, as amended through April 25, 2002 (previously filed).* 10.2 Purchase Contract, dated as of March 27, 2002 by and between Orbital Sciences Corporation and The Boeing Company (transmitted herewith).** 10.3 Letter Agreement, dated December 4, 2001 by and between Orbital Sciences Corporation and The Boeing Company (previously filed). 99.1 Certification of Chairman and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (transmitted herewith). 99.2 Certification of Vice Chairman and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (transmitted herewith).
-------------- * Management Compensatory Plan ** Certain portions of this Exhibit were omitted by means of redacting a portion of the text. This Exhibit has been filed separately with the Secretary of the Commission along with a letter from the Missile Defense Agency stating that such redacted text is classified pursuant to Rule 0-6 of the Securities Exchange Act of 1934.