-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bGHzdBGMxifK+rbi7bp8fWpPwa/5aI4xi9XJvXRATQ37Jd3EE1oi8Wj6nU+AMbFD QhYH7xRoBaxjPNKzMOHrwA== 0000820736-95-000015.txt : 19950905 0000820736-95-000015.hdr.sgml : 19950905 ACCESSION NUMBER: 0000820736-95-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950831 EFFECTIVENESS DATE: 19950919 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBITAL SCIENCES CORP /DE/ CENTRAL INDEX KEY: 0000820736 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 061209561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62277 FILM NUMBER: 95569549 BUSINESS ADDRESS: STREET 1: 21700 ATLANTIC BOULEVARD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034065000 MAIL ADDRESS: 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 Registration No. 33- 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 06-1209561 (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 21700 Atlantic Boulevard Dulles, Virginia 20166 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ORBITAL SCIENCES CORPORATION 1990 STOCK OPTION PLAN ORBITAL SCIENCES CORPORATION 1990 STOCK OPTION PLAN FOR NON- EMPLOYEE DIRECTORS (Full Titles of the Plans) Leslie C. Seeman, Esq. Senior Vice President and General Counsel Orbital Sciences Corporation 21700 Atlantic Boulevard Dulles, Virginia 20166 (703) 406-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Proposed of Amount to be Offering Price Per Maximum Securities to be Registered Share(1) Aggregate Amount of Registration Registered Offering Fee Price 1990 Stock Option Plan 975,000 $16.875 $16,453,125 $5,673.49 Common Stock, $0.01 par value 1990 Stock Option Plan for Non- Employee Directors 50,000 $16.875 $84,375 $290.95 Common Stock, $0.01 par value Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of the average of the high and low sales prices of the Common Stock of Orbital Sciences Corporation in trading on the National Association of Securities Dealers, Inc. Automated Quotations National Market System on August 29, 1995.
The date of this Registration Statement is August 30, 1995. Pursuant to General Instruction E on Form S-8 regarding the registration of additional securities, Orbital Sciences Corporation (the "Company") hereby is registering additional shares of common stock, par value $.01 per share, in the number set forth on the cover page of this Registration Statement. Such shares are of the same class as other securities of the Company for which previous registration statements have been filed with the Securities and Exchange Commission (the "Commission) relating to the Company's 1990 Stock Option Plan (the "1990 Plan") and 1990 Stock Option Plan for Non-Employee Directors (the "Non- Employee Directors Plan"), and such registration statements, as listed below, are incorporated by reference herein: Registration Statement on Form S-8, registering shares issued in connection with the 1990 Plan and Non-Employee Directors Plan, File No. 33-47789 (filed on May 8, 1992); and Registration Statement on Form S-8, registering shares issued in connection with the 1990 Plan, File No. 33-84296 (filed on September 22, 1994). Pursuant to Rule E, this Registration Statement contains such information required by Form S-8 that is not otherwise included in the above-listed registration statements. PART II Item 3. Incorporation of Certain Documents by Reference The following documents previously filed with the Commission are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) Quarterly Reports on Form 10-Q for the Quarters Ended March 31, 1995 and June 30, 1995; (c) Amendment No. 2 to the Company's Report on Form 8- K/A dated November 29, 1994, filed with the Commission on January 11, 1995 and the Company's Current Reports on Form 8- K filed on February 8, 1995 and March 15, 1995; and (d) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed under Section 12 of the Securities Exchange Act of 1934, as amended, and all amendments or reports filed for the purpose of updating that description. All reports and other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, DC 20549. Copies of such materials can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal offices at 450 Fifth Street, N.W., Washington, DC 20549. Item 8. Exhibits The following exhibits are to be filed as a part of this Registration Statement. Where such filing is made by incorporation by reference to a previously filed statement or report, such statement or report is identified in parentheses. Exhibit Description No. 4.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990). 4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990). 4.3 Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990). 4.4 Orbital Sciences Corporation 1990 Stock Option Plan, restated as of April 27, 1995 (incorporated by reference to Exhibit 10.5.1 to the Company's Report on Form 10-Q for the quarter ended June 30, 1995, filed on August 14, 1995.) 4.5 Orbital Sciences Corporation 1990 Stock Option Plan for Non-Employee Directors, restated as of April 27, 1995 (incorporated by reference to Exhibit 10.5.2 to the Company's Report on Form 10- Q for the quarter ended June 30, 1995, filed on August 14, 1995.) 5 Opinion of Ropes & Gray (transmitted herewith). 23.1 Consent of Ropes & Gray (contained in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP (transmitted herewith). Item 9. Undertakings The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by (i) and (ii) is contained in periodic reports filed by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless, in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 this 30th day of August, 1995. ORBITAL SCIENCES CORPORATION By /s/ David W. Thompson David W. Thompson, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the 30th day of August, 1995. Each person whose signature appears below hereby authorizes each of David W. Thompson, Leslie C. Seeman and Mary Ellen Seravalli and appoints each of them singly his attorney-in-fact, each with full power of substitution, to execute in his name, place and stead, in any and all capacities, any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, making such further changes in this Registration Statement as the Company deems appropriate. Signature Title /s/ David W. Thompson Chairman of the Board, David W. Thompson President and Chief Executive Officer; Director /s/ Carlton B. Crenshaw Senior Vice Carlton B. Crenshaw President/Finance and Administration and Treasurer/ Chief Financial Officer /s/ Jeffrey V. Pirone Vice President and Jeffrey V. Pirone Controller /s/ Bruce W. Ferguson Executive Vice President and Bruce W. Ferguson General Manager/ Communications and Information Systems Group; Director /s/ James R. Thompson Executive Vice President and James R. Thompson General Manager/ Launch Systems Group; Director /s/ Jack A. Frohbieter Executive Vice President and Jack A. Frohbieter General Manager/ Space and Electronics Systems Group; Director /s/ Fred C. Alcorn Director Fred C. Alcorn /s/ Kelly H. Burke Director Kelly H. Burke /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/ J. Paul Kinloch Director J. Paul Kinloch /s/ Douglas L. Luke Director Douglas S. Luke /s/ John L. McLucas Director John L. McLucas /s/ Harrison H. Schmitt Director Harrison H. Schmitt /s/ Scott L. Webster Director Scott L. Webster C:\LEGAL\SEC-FILE\S8.95 EX-5 2 EXHIBIT 5 August 21, 1995 Orbital Sciences Corporation 21700 Atlantic Boulevard Dulles, Virginia 20166 Ladies and Gentlemen: This opinion is rendered to you in connection with the Registration Statement on Form S-8, filed on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Registration Statement"), for the registration by Orbital Sciences Corporation (the "Company") of the sale by it of 975,000 shares of the Company's common stock, $.01 par value per share, from time to time pursuant to the Orbital Sciences Corporation 1990 Stock Option Plan and 50,000 shares of the Company's common stock, $.01 par value per share (the aggregate 1,025,000 shares are hereafter referred to as the "Shares"), from time to time pursuant to the Orbital Sciences Corporation 1990 Stock Option Plan for Non-Employee Directors (together with the Orbital Sciences Corporation 1990 Stock Option Plan, the "Plans"). We have acted as counsel for the Company in connection with the preparation and filing of the Registration Statement. In connection with this opinion we have examined the Restated Certificate of Incorporation and Bylaws of the Company and all amendments thereto and have examined and relied on the original, or copies certified to our satisfaction, of such records of meetings of the directors and stockholders of the Company, documents and other instruments, including the Plans, as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware. 2. The Shares have been duly authorized and, when issued and sold by the Company pursuant to the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the use of our name in the Registration Statement and consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Ropes & Gray Ropes & Gray 3069678.01 EX-23 3 EXHIBIT 23.2 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Orbital Sciences Corporation: We consent to the use of our reports dated February 6, 1995 incorporated herein by reference, which reports appear in the December 31, 1994 Annual Report on Form 10-K, of Orbital Sciences Corporation. Our report on the consolidated financial statements refers to a change in accounting for income taxes. /S/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Washington, D.C. August 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----