UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ORION NETWORK SYSTEMS, INC.
---------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
68628K104
---------
(CUSIP Number)
John P.C. Bailey
Kingston Communications International Limited
Telephone House, Carr Lane
Kingston upon Hull HU1 3RE
United Kingdom
011-44-1-482-602-576
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 1997
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 68628K104 PAGE 2 OF 12 PAGES
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Person
Kingston Communications International Limited
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |_|
3 SEC Use Only
4 Source of Funds* [n/a]
5 Check box if disclosure of legal proceedings is required pursuant to
item 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
England and Wales
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
|_|
13 Percent of Class Represented By Amount in Row (11)
0
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP NO. 68628K104 PAGE 3 OF 12 PAGES
1 Name of Reporting Person
I.R.S. Identification No. of Above Person
Kingston Communications (Hull) plc
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |_|
3 SEC Use Only
4 Source of Funds* n/a
5 Check box if disclosure of legal proceedings is required pursuant to
item 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
England and Wales
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
|_|
13 Percent of Class Represented By Amount in Row (11)
0
14 Type of Reporting Person*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
This Amendment No. 1 to Schedule 13D relates to shares of
common stock, par value $.01 per share (the "Common Stock"), of Orion Network
Systems, Inc., a company organized under the laws of Delaware (the "Issuer"),
and is filed by Kingston Communications International Limited ("Kingston") and
Kingston Communications (Hull) plc ("PLC") (collectively, the "Reporting
Persons"). It amends and supplements the Schedule 13D filed jointly by Kingston
and PLC on February 26, 1997 (the "Schedule 13D").
Capitalized terms used herein shall have the meanings set
forth in the Schedule 13D, unless otherwise defined herein.
ITEM 2. IDENTITY AND BACKGROUND
The response set forth in Item 2 of the Schedule 13D is hereby
amended by replacing Annex A of the Schedule 13D in its entirety with the Annex
A attached hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The response set forth in Item 3 of the Schedule 13D is
supplemented by the following:
Acquisition of 11,215 shares of Series C Stock of the Issuer
by PLC - PLC acquired 11,215 shares of Series C Stock from Kingston pursuant to
the Assignment and Assumption Agreement described in Item 4 below (the
"Assignment").
ITEM 4. PURPOSE OF THE TRANSACTION
The response set forth in Item 4 of the Schedule 13D is hereby
amended by deleting the fifth paragraph thereof and replacing it with the
following:
On November 13, 1997, the Issuer filed a Registration
Statement on Form S-3 with the Securities and Exchange Commission to register
5,052,202 shares of its Common Stock, of which 679,308 shares would be issuable
to Kingston upon conversion of its Series C Stock and as dividends on such
Series C Stock through February 1, 1998.
On December 10, 1997, Kingston and PLC entered into an
Assignment and Assumption Agreement (the "Assignment and Assumption Agreement")
whereby all of the Series C Stock owned by Kingston (together with Kingston's
right to dividends on such Series C Stock in the form of Common Stock) were
assigned to PLC in exchange for PLC's agreement to assume all of Kingston's
obligations under the Exchange Agreement, the Exchanging Partner Registration
Rights Agreement, and the Resale Restriction Letter.
On December 10, 1997, PLC notified the Issuer that it wished
to convert its Series C Stock into Common Stock. On December 11, 1997, the
Issuer converted PLC's Series C Stock into 674,693 shares of Common Stock, and,
on December 15, 1997, PLC sold all 674,693 shares of Common Stock that it had
converted.
PAGE 4 OF 12 PAGES
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The response set forth in Item 5 of the Schedule 13D is hereby
amended by deleting the response in its entirety and replacing it with the
following:
Pursuant to the Assignment and Assumption Agreement, Kingston
is no longer the beneficial owner of any Series C Stock or any of the Common
Stock into which such Series C Stock is convertible. On December 11, 1997, PLC
converted the 11,215 shares of Series C Stock that it had received pursuant to
the Assignment and Assumption Agreement into 674,693 shares of Common Stock, and
on December 15, 1997, PLC sold all 674,693 shares of Common Stock on the Nasdaq
Stock Market at a price per share of $16 7/8. As a result of these transactions,
each of the Reporting Persons ceased to be the beneficial owner of more than
five percent of the outstanding shares of Common Stock, and, accordingly, is no
longer subject to the reporting requirements of Section 13(d) of the Securities
Exchange Act of 1934 and the rules promulgated thereunder.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The response in Item 6 of the Schedule 13D is hereby amended
by adding the following as the fourth paragraph of the Item:
In connection with the Assignment, the Reporting Persons have
entered into the contract described below relating to the securities of the
Issuer. The following summary of the Assignment and Assumption Agreement is
qualified by reference to the full text of such agreement, which is filed
herewith and attached hereto as an exhibit:
ASSIGNMENT AND ASSUMPTION AGREEMENT - On December 10, 1997,
Kingston and PLC entered into the Assignment and Assumption
Agreement whereby all of the Series C Stock owned by Kingston
(together with Kingston's right to dividends on such Series C
Stock in the form of Common Stock) were assigned to PLC in
exchange for PLC's agreement to assume all of Kingston's
obligations under the Exchange Agreement, the Exchanging
Partner Registration Rights Agreement, and the Resale
Restriction Letter.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following materials are filed as exhibits:
5. Assignment and Assumption Agreement dated December 10, 1997
between Kingston and PLC transferring the Series C Stock from Kingston to PLC.
6. Joint Filing Statement by Kingston and PLC (filed as
Exhibit Number 1 to the Schedule 13D filed by Kingston and PLC on February 26,
1997).
PAGE 5 OF 12 PAGES
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 30, 1997
KINGSTON COMMUNICATIONS INTERNATIONAL LIMITED
By: /s/ John P.C. Bailey
---------------------
Name: John P.C. Bailey
Title: Company Secretary
KINGSTON COMMUNICATIONS (HULL) PLC
By: /s/ John P.C. Bailey
---------------------
Name: John P.C. Bailey
Title: Company Secretary
PAGE 6 OF 12 PAGES
<PAGE>
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
KINGSTON COMMUNICATIONS (HULL) PLC
- ----------------------------------
NON-EXECUTIVE DIRECTORS
- -----------------------
<TABLE>
<CAPTION>
==================================================================================================================
NAME,TITLE AND PRINCIPAL ADDRESS CITIZENSHIP
OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Frederick Rowland Beedle 5 Spencer Court British
Postman Saner Street
Member, Hull City Council Hull HU3 2TL
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Julie Lowery 16 Gloucester Street British
Retired Hull HU4 6PT
Member, Hull City Council United Kingdom
- ------------------------------------------------------------------------------------------------------------------
George Evans Andrews 170 Amethyst Road British
Retired Hull HU9 4DJ
Member, Hull City Council United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Ann Stanley 58 Ellesmere Avenue British
Housewife Holderness Road
Member, Hull City Council Hull HU8 9BT
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Leonard Maxwell Bird 375 Saltshouse Road British
Retired Solicitor Hull HU8 9HS
Member, Hull City Council United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Leslie William Upfold 16 De La Pole Avenue British
Retired Trades Union Officer Hull HU3 6RE
Member, Hull City Council United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Steven James Bayes 7 Hinderwell Street British
Nursing Officer Princes Avenue
Member, Hull City Council Hull HU5 3QN
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Beatrice Ware 37 Arram Grove British
Retired Hull HU6 8SP
Member, Hull City Council United Kingdom
==================================================================================================================
</TABLE>
PAGE 7 OF 12 PAGES
<PAGE>
KINGSTON COMMUNICATIONS (HULL) PLC
- ----------------------------------
EXECUTIVE DIRECTORS
- -------------------
<TABLE>
<CAPTION>
==================================================================================================================
NAME, TITLE AND PRINCIPAL ADDRESS CITIZENSHIP
OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
David Michael Wood 40 The Cedar Grove British
Director Molescroft, Beverley
East Yorkshire
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Stephen Denison 16 Hallgate British
Director Cottingham, East Yorkshire
HU16 4DJ
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Michael Lacey 25 Beechmount Park British
Director Edinburgh, East Lothian
EH12 5YT
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Clifford Ross Cope 57 Arlington Road British
Director London NW1 7ES
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Steven Maine Dayspring British
Director High Street, Ewelme
Oxon OX10 6HQ
United Kingdom
==================================================================================================================
KINGSTON COMMUNICATIONS (HULL) PLC
- ----------------------------------
EXECUTIVE OFFICERS
- ------------------
==================================================================================================================
NAME,TITLE AND PRINCIPAL ADDRESS CITIZENSHIP
OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
John Philip Cureton Bailey 7 Thornleys British
Company Secretary Cherry Burton
Beverley, East Yorkshire
HU17 7SJ
United Kingdom
==================================================================================================================
</TABLE>
PAGE 8 OF 12 PAGES
<PAGE>
<TABLE>
<CAPTION>
KINGSTON COMMUNICATIONS INTERNATIONAL LIMITED
- ---------------------------------------------
EXECUTIVE DIRECTORS
- -------------------
==================================================================================================================
NAME, TITLE AND PRINCIPAL ADDRESS CITIZENSHIP
OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
David Michael Wood 40 The Cedar Grove, British
Director Molescroft, Beverley
East Yorkshire
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Clifford Ross Cope 57 Arlington Road British
Director London NW1 7ES
United Kingdom
- ------------------------------------------------------------------------------------------------------------------
Steven Maine Dayspring British
Director High Street, Ewelme
Oxon OX10 6HQ
United Kingdom
==================================================================================================================
KINGSTON COMMUNICATIONS INTERNATIONAL LIMITED
- ---------------------------------------------
EXECUTIVE OFFICERS
- ------------------
==================================================================================================================
NAME, TITLE AND PRINCIPAL ADDRESS CITIZENSHIP
OCCUPATION
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
John Philip Cureton Bailey 7 Thornleys British
Company Secretary Cherry Burton, Beverley
East Yorkshire HU17 7SJ
United Kingdom
==================================================================================================================
</TABLE>
PAGE 9 OF 12 PAGES
<PAGE>
EXHIBIT INDEX
EXHIBIT TITLE
NO.
5 Assignment and Assumption Agreement dated December 10, 1997
between Kingston and PLC transferring the Series C Stock
from Kingston to PLC.
6 Joint Filing Statement by Kingston and PLC (filed as Exhibit
Number 1 to the Schedule 13D filed by Kingston and PLC on
February 26, 1997).
PAGE 10 OF 12 PAGES
Exhibit No. 5
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made as of December 10,
1997 by and between Kingston Communications International Limited ("KCI"), a
company organized and existing under the laws of England and Wales ("Assignor"),
and Kingston Communications (Hull) PLC ("KCH"), a company organized and existing
under the laws of England and Wales ("Assignee").
RECITALS:
WHEREAS, Assignor owns 11,215 shares of Series C 6% Cumulative
Convertible Redeemable Preferred Stock (the "Shares") of Orion Network Systems,
Inc. ("ONS"); and
WHEREAS, Assignor, a subsidiary of Assignee, entered into (i) that
certain Section 351 Exchange Agreement and Plan of Conversion dated as of June
__, 1996, as amended by and among Assignor, International Private Satellite
Partners, L.P., ONS, Orion Satellite Corporation, British Aerospace
Communications, Inc., Com Dev Satellite Communications Limited, Lockheed Martin
Commercial Launch Services, Inc., MCN SAT US, Inc. and Trans-Atlantic
Satellite, Inc. (the "Exchange Agreement"); (ii) that certain Registration
Rights Agreement dated as of January 31, 1997 by and among Assignor,
International Private Satellite Partners, L.P., ONS, Orion Satellite
Corporation, British Aerospace Communications, Inc., Com Dev Satellite
Communications Limited, Lockheed Martin Commercial Launch Services, Inc., MCN
SAT US, Inc. and Trans-Atlantic Satellite, Inc. (the "Registration Rights
Agreement"); and (iii) that certain Resale Restrictions Agreement dated January
31, 1997 by and between the Assignor and ONS (the "Resale Restrictions
Agreement"); and
WHEREAS, Assignor desires to assign and transfer immediately to
Assignee all of its rights, title and interest in the Shares, the Exchange
Agreement, the Registration Rights Agreement and the Resale Restrictions
Agreement subject to the assumption by Assignee of all of Assignor's obligations
thereunder; and
WHEREAS, Assignee deems it desirable to accept from Assignor the
assignment of the Shares, the Exchange Agreement, the Registration Rights
Agreement, and the Resale Restrictions Agreement, and to assume all of
Assignor's obligations thereunder;
NOW, THEREFORE, in consideration of the mutual promises and in
accordance with the terms set forth herein and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
Assignor and Assignee hereby agree as follows:
1. Assignor hereby assigns to Assignee, its successors and assigns,
all of its rights, title and interest in and to the Exchange Agreement, the
Registration Rights Agreement, the Resale Restrictions Agreement, and all of the
rights accruing thereunder.
<PAGE>
2. Assignee hereby accepts such assignment and assumes and agrees to
timely perform all of Assignor's obligations under the Exchange Agreement, the
Registration Rights Agreement and the Resale Restrictions Agreement.
3. Assignor and Assignee shall, at any time and from time to time
hereafter, without further consideration, do, execute, acknowledge, deliver and
file, or cause to be done, executed, acknowledged, delivered and filed, all such
further acts, agreements, deeds, transfers, consents, assignments or assurances
as may be necessary or appropriate to consummate the transactions contemplated
hereunder, including, but not limited to, the execution by the Assignee of an
addendum agreement in accordance with the terms of the Resale Restrictions
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be executed by their respective
representatives thereunto duly authorized as of the date first above written.
KINGSTON COMMUNICATIONS INTERNATIONAL LTD
By: /s/ John P.C. Bailey
-------------------------
Name: John P.C. Bailey
Title: Corporate Secretary
KINGSTON COMMUNICATIONS (HULL) PLC
By: /s/ John P.C. Bailey
-------------------------
Name: John P.C. Bailey
Title: Corporate Secretary
