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): Commission File Number:
March 27, 1997 000-22085
ORION NETWORK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2008654
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
2440 Research Boulevard
Suite 400
Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(301) 258-8101
(Former name or former address, if changed since last report)
Not applicable
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ORION NETWORK SYSTEMS, INC.
Item 5 Other Events
On March 27, 1997, Orion Network Systems, Inc. ("Orion") issued a press
release announcing Orion's acquisition of Teleport Europe GmbH, a German-based
communications company that specializes in private satellite networks for voice
and data services. Enclosed as Exhibit A to this Current Report on Form 8-K is
the text of the March 27, 1997 press release.
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
A. Press Release, dated March 27, 1997, regarding Orion's acquisition of
Teleport Europe GmbH.
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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.
ORION NETWORK SYSTEMS, INC.
Date: March 31, 1997 By: /s/ Richard H. Shay
-------------------
Vice President, Corporate
and Legal Affairs
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EXHIBIT INDEX
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Exhibit Description Page
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A Press Release dated March 27, 1997
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March 31, 1997
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ORION NETWORK SYSTEMS, INC.
SEC FILE NO. 000-22085
Ladies and Gentlemen:
On behalf of Orion Network Systems, Inc. (the "Corporation"),
and in electronic format pursuant to Regulation S-T, we enclose for filing with
the Commission a Current Report on Form 8-K. All required signatures have been
obtained and will be retained by the Corporation for five years.
Under cover of a copy of this letter, two copies of the Form
8-K, one of which is manually signed, are being filed with the Nasdaq Stock
Market.
If you have any questions or comments with respect to the
foregoing, please telephone me at (202) 637-5736 or James G. Higham of this
office at (202) 637-5761.
Sincerely,
/s/ Steven M. Kaufman
Steven M. Kaufman
Enclosures
cc: Marilyn Bacot
Nasdaq Stock Market
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EXHIBIT A
FOR IMMEDIATE RELEASE: Contacts: Jim Kaufman, Assoc.
27 March 1997 General Counsel
+301 258 3370 or
David Frear, CFO
+301 258 3332
ORION BUYS GERMAN NETWORK COMMUNICATIONS PROVIDER TELEPORT EUROPE GmbH
Strategic Move to Expand and Accelerate European Sales
Rockville, Md. -- Orion Network Systems, Inc. (NASDAQ: ONSI), an
international satellite communications provider, today announced the acquisition
of German-based Teleport Europe GmbH, a communications company specializing in
private satellite networks for voice and data services. With this acquisition,
Orion expands its customer base and accelerates its sales and service
capabilities within Europe.
Previously, Teleport Europe was a privately owned company with shares
held by two major German companies, Vebacom GmbH and RWE Telliance AG, now known
as o.tel.o. o.tel.o. declares that they sold Teleport Europe because o.tel.o.
concentrates its business on offering public switched telephony and on servicing
its already 700 corporate customers.
Teleport Europe's 1996 revenues were in excess of $14 million. Orion's
customer base is immediately expanded by approximately 55 customers including
some of Germany's leading multinational corporations such as Volkswagen, BASF
and Bertelsmann. In addition, Orion will acquire Teleport Europe's licenses and
operating agreements to provide satellite network services in 40 countries
including 17 countries in which Orion previously did not provide service.
"Similar to Orion's philosophy, Teleport Europe has established a
reputation as a high quality service provider of private business
communications," said W. Neil Bauer, President and Chief Executive Officer of
Orion Network Systems. "With this acquisition, Orion's customer base and sales
presence in Europe is greatly expanded and we are better positioned to take
advantage of the rapidly growing European
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market." This acquisition, and others which may follow, is part of Orion's
strategy to accelerate the growth of its sales and service capabilities.
Orion owns and operates the Orion 1 satellite, which covers Europe, the
US to the Rocky Mountains and parts of Canada and Mexico. A second satellite,
currently under construction, will supplement Orion's coverage of Europe and
will expand that coverage into Russia, Latin America and the Middle East. A
third, also under construction will cover the Asia/Pacific markets. Once
launched, these three satellites will provide coverage to 85 percent of the
world's economies.
Dr. Hans-Joachim Heyke, Managing Director of Teleport Europe GmbH, said
"by becoming part of the Orion family, Teleport Europe will be able to enhance
service to its customers by accessing Orion's satellite for connections to and
from the US and by adding new services to our portfolio such as US Internet
access."
Teleport Europe is located in Hanover, Germany and provides satellite
communications for private networks with services such as data, voice, fax,
audio and video. Since 1991, the company has provided turnkey solutions and a
comprehensive service offering, including consultation, network planning,
installation and on-going maintenance based on a Customer Service Center (CSC)
with 24-hour/seven day support.
Orion Network Systems, Inc. (NASDAQ: ONSI) is an international
satellite communications company that provides private network services,
including Internet access, directly to multinational businesses and Internet
service providers (ISPs) worldwide. It also transmits video communications for
television and other program distribution services. Orion provides its customers
comprehensive network services, including 60-day installation, a single point of
contact for sales and maintenance and international 24-hour/seven day support.
Services include Internet access, data networking, voice, video,
teleconferencing and news distribution to multiple points worldwide.
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