8-K

UNITED STATES

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): January 27, 2015

ORBITAL SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-14279	06-1209561
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		Number)

45101 Warp Drive, Dulles, Virginia 20166

(Address of principal executive offices) (Zip Code)

(703) 406-5000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.  Submission of Matters to a Vote of Security Holders.

Orbital Sciences Corporation (the “Company”) held a special meeting of stockholders on January 27, 2015 (the “special meeting”).  At the special meeting the Company’s stockholders approved the two proposals described below.  Stockholder action on a third proposal, to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve proposal 1, was not required and no vote was taken on that proposal.

The final voting results with respect to each proposal voted upon at the special meeting are set forth below.

Proposal 1

The Company’s stockholders adopted the Transaction Agreement, dated as of April 28, 2014 (the “Transaction Agreement”), by and among the Company, Alliant Techsystems Inc., a Delaware corporation (“ATK”), Vista Outdoor Inc. (formerly known as Vista SpinCo Inc.), a Delaware corporation (“Vista Outdoor”), and Vista Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATK (“Merger Sub”), as it may be amended from time to time, pursuant to which, among other things, Merger Sub will be merged with and into the Company (with the Company surviving the merger as a wholly owned subsidiary of ATK) and each outstanding share of common stock of the Company (other than shares owned by the Company, ATK or Merger Sub, which will be cancelled) will be converted into the right to receive 0.449 shares of common stock of ATK, with cash paid in lieu of fractional shares (the “Merger”), as set forth below:

For	Against	Abstentions	Broker Non-Votes
51,747,027	122,310	186,781	0

Proposal 2

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger, as set forth below:

For	Against	Abstentions	Broker Non-Votes
50,810,445	640,517	605,156	0

Item 8.01Other Events

On January 27, 2014, the Company issued a press release announcing that its stockholders had adopted the Transaction Agreement at the special meeting.  The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release issued by Orbital Sciences Corporation, dated January 27, 2015

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SIGNATURE

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 hereunto duly authorized.

		ORBITAL SCIENCES CORPORATION
January 27, 2014	By:	/s/ Thomas E. McCabe
		Thomas E. McCabe
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Orbital Sciences Corporation, dated January 27, 2015

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EX-99.1

Exhibit 99.1

NEWS RELEASE

ORBITAL STOCKHOLDERS APPROVE MERGER WITH ATK’S AEROSPACE AND DEFENSE GROUPS

— Merger Expected to Close February 9; New Company to Begin Operations February 10 —

(Dulles, VA 27 January 2015) - Orbital Sciences Corporation (NYSE: ORB) today announced that at a special meeting held this morning, the company’s stockholders voted overwhelmingly to approve the proposed merger with the Aerospace and Defense Groups of Alliant Techsystems Inc. (NYSE: ATK), pursuant to the definitive transaction agreement dated April 28, 2014.  Approximately 99% of the votes cast at the special meeting voted in favor of the adoption of the transaction agreement, which represented approximately 85% of the total number of outstanding shares of Orbital common stock as of the December 16, 2014 record date for the special meeting.

“Today, Orbital’s stockholders endorsed the proposed merger with ATK’s Aerospace and Defense Groups by voting strongly in favor of the transaction, as did ATK shareholders at a separate special meeting also held earlier today,” said Mr. David W. Thompson, Orbital’s Chairman and Chief Executive Officer.  “We are now on a clear path to completing the merger and beginning operations of Orbital ATK two weeks from today.”

Subject to the satisfaction or waiver of the remaining conditions to closing, the merger is expected to close on Monday, February 9, 2015.  Assuming completion of the merger, shares of Orbital common stock are expected to be delisted after the close of trading on February 9.  As a result of the merger, each share of Orbital common stock will be converted into the right to receive 0.449 shares of common stock of ATK, with cash paid in lieu of fractional shares.  At closing of the merger, ATK will be renamed Orbital ATK, Inc. and shares of Orbital ATK common stock will trade under the new ticker symbol “OA” on the New York Stock Exchange beginning February 10.

About Orbital

Orbital develops and manufactures small- and medium-class rockets and space systems for commercial, military and civil government customers.  The company’s primary products are satellites and launch vehicles, including low-Earth orbit, geosynchronous-Earth orbit and planetary exploration spacecraft for communications, remote sensing, scientific and defense missions; human-rated space systems for Earth-orbit, lunar and other missions; ground- and air-launched rockets that deliver satellites into orbit; and missile defense systems that are used as interceptor and target vehicles.  Orbital also provides research rocket and satellite subsystems and space-related technical services to U.S. Government agencies and laboratories. More information about Orbital can be found at http://www.orbital.com. Follow the company on Twitter @OrbitalSciences.

— more —

Orbital Sciences Corporation · 45101 Warp Drive, VA 20166 · 703-406-5000

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements in this press release may be forward-looking in nature or “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as “may,” “will,” “expected,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” and similar expressions are used to identify these forward-looking statements.  Forward-looking statements in this press release include, but are not limited to, statements concerning the proposed merger transaction between Orbital and ATK. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements.  Information concerning these factors can be found in Orbital’s filings with the Securities and Exchange Commission.  There can be no assurance that the proposed merger transaction will be consummated.  As a result, these statements speak only as of the date that they were made and Orbital assumes no obligation to update or revise publicly the information in this communication, whether as a result of new information, future events or otherwise, except as otherwise required by law.

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Contact:

Barron Beneski (703) 406-5528

Public and Investor Relations

Orbital Sciences Corporation

beneski.barron@orbital.com

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