As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 333-19021
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
Orion Network Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-2008654
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
------------------
2440 Research Boulevard, Suite 400
Rockville, Maryland 20850
(Address of principal executive offices)
------------------
Orion Network Systems, Inc. Employee Stock Purchase Plan
Orion Network Systems, Inc. 401(k) Profit Sharing Plan
(Full title of the plans)
------------------
Richard H. Shay, Esq.
2440 Research Boulevard, Suite 400
Rockville, Maryland 20850
(301) 258-8101
(Name, address and telephone number, including area code, of agent for service)
------------------
Copy to:
Steven M. Kaufman, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
------------------
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.
<PAGE>
This Post-Effective Amendment No. 1 to the Form S-8
Registration Statement (File No. 333-19201) (the "Registration Statement") of
Orion Network Systems, Inc., a Delaware corporation that is now known as Orion
Oldco Services, Inc. ("Old Orion"), is filed pursuant to Rule 414 promulgated
under the Securities Act of 1933, as amended (the "Act"), by Orion Network
Systems, Inc., a Delaware corporation formerly known as Orion Newco Services,
Inc. (the "Company"). In connection with the Merger (as defined below), the
Company hereby adopts the Registration Statement as its own for all purposes of
the Act and the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
DESCRIPTION OF THE TRANSACTION
On January 30, 1997, at a special meeting of stockholders, the
stockholders of Old Orion ratified an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of January 8, 1997, among Old Orion, the Company, and
Orion Merger Company, Inc., a Delaware corporation and a wholly owned subsidiary
of the Company ("Orion Merger Subsidiary"), and the transactions contemplated
thereby. On January 31, 1997 (the "Effective Date"), pursuant to the Merger
Agreement, Orion Merger Subsidiary was merged with and into Old Orion, and Old
Orion as the surviving corporation became a wholly owned subsidiary of the
Company (the "Merger"). The Merger became effective upon the filing of a
certificate of merger in Delaware on the Effective Date.
On the Effective Date, each share of Old Orion's common stock,
par value $.01 per share ("Old Common Stock"), Series A 8% Cumulative Redeemable
Convertible Preferred Stock ("Old Series A Preferred Stock"), and Series B 8%
Cumulative Redeemable Convertible Preferred Stock ("Old Series B Preferred
Stock" and together with the Old Series A Preferred Stock, the "Old Preferred
Stock") issued and outstanding immediately prior to the Effective Date was, by
virtue of the Merger, converted into one share of the Company's common stock,
par value $.01 per share ("Common Stock"), Series A 8% Cumulative Redeemable
Convertible Preferred Stock ("Series A Preferred Stock"), and Series B 8%
Cumulative Redeemable Convertible Preferred Stock ("Series B Preferred Stock"
and together with the Series A Preferred Stock, the "Preferred Stock"),
respectively. Also as of the Effective Date, certificates which immediately
prior to the Effective Date represented Old Common Stock and Old Preferred Stock
were deemed for all purposes to represent the same number of Common Stock and
Preferred Stock, respectively.
CHANGES TO THE REGISTRATION STATEMENT
In accordance with Rule 414(d) under the Act, this
Post-Effective Amendment No. 1 to the Registration Statement sets forth the
following information for the items indicated in order to reflect material
changes made in connection with or resulting from the Merger, which information
hereby replaces the information set forth next to such item in the Registration
Statement:
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) Old Orion's latest annual report on Form 10-K dated
March 29, 1996 filed pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which contains audited
financial statements for Old Orion's fiscal year
ended December 31, 1995;
2
<PAGE>
(b) All other reports of Old Orion filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since
December 31, 1995, including Old Orion's quarterly
reports on Form 10-Q dated May 15, 1996, August 15,
1996 and November 13, 1996 for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996,
respectively.
(c) The Company's Registration Statement on Form 8-B
filed with the Commission on January 31, 1997
pursuant to Section 12 of the Exchange Act, in which
there is described the terms, rights and provisions
applicable to the Common Stock.
(d) The Company's Report on Form 8-K filed with the
Commission on February 14, 1997.
All reports and definitive proxy or information statements
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
A description of the Common Stock is incorporated by reference
under Item 3.
<TABLE>
<CAPTION>
Item 8. Exhibits.
Exhibit
Number Description
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Registration Statement on Form 8-B filed with the Commission on
January 31, 1997, and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
Company's Registration Statement on Form 8-B filed with the Commission on
January 31, 1997, and incorporated herein by reference).
4.3 Form of Common Stock Certificate (filed as Exhibit 4.3 to Old Orion's
Registration Statement on Form S-1 (File No. 33-80518), and incorporated
herein by reference).
4.4 Orion Network Systems, Inc. Employee Stock Purchase Plan (filed as Exhibit 4.4
to Old Orion's Registration Statement on Form S-8 (File No. 333-19021), and
incorporated herein by reference).
4.5 Orion Network Systems, Inc. 401(k) Profit Sharing Plan (filed as Exhibit 4.5
to Old Orion's Registration Statement on Form S-8 (File No. 333-19021), and
incorporated herein by reference).
3
<PAGE>
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities
being registered (filed as Exhibit 5.1 to Old Orion's Registration Statement
on Form S-8 (File No. 333-19021), and incorporated herein by reference).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Hogan & Hartson L.L.P. (included in their opinion filed as
Exhibit 5.1 to Old Orion's Registration Statement on Form S-8 (File No.
333-19021), and incorporated herein by reference).
24.1 Power of Attorney (included on signature pages).
</TABLE>
The Company hereby undertakes to submit the Orion Network
Systems, Inc. 401(k) Profit Sharing Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the foregoing under Section 401 of the
Internal Revenue Code and other applicable regulations.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockville, State of
Maryland on the 31st day of March, 1997.
ORION NETWORK SYSTEMS, INC.
BY: /s/ W. Neil Bauer
--------------------------------------
W. Neil Bauer
President and Chief Executive Officer
POWER OF ATTORNEY
Know all Men by These Presents, that each individual whose
signature appears below constitutes and appoints John G. Puente, W. Neil Bauer
and David J. Frear, and each of them, his true and lawful attorney-in-fact and
agent, with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their, his or her substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ W. Neil Bauer Chief Executive March 31, 1997
- --------------------------------------------
W. Neil Bauer, President Officer and Director
(Principal Executive Officer)
/s/ David J. Frear Chief Financial March 31, 1997
- --------------------------------------------
David J. Frear, Vice President Officer and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Gustave M. Hauser Director March 31, 1997
- --------------------------------------------
Gustave M. Hauser, Chairman
5
<PAGE>
/s/ John V. Saeman Director March 31, 1997
- --------------------------------------------
John V. Saeman
/s/ John G. Puente Director March 31, 1997
- --------------------------------------------
John G. Puente
/s/ Richard J. Brekka Director March 31, 1997
- --------------------------------------------
Richard J. Brekka
/s/ Warren B. French, Jr. Director March 31, 1997
- --------------------------------------------
Warren B. French, Jr.
/s/ Sidney S. Kahn Director March 31, 1997
- --------------------------------------------
Sidney S. Kahn
/s/ W. Anthony Rice Director March 31, 1997
- --------------------------------------------
W. Anthony Rice
/s/ Robert M. Van Degna Director March 31, 1997
- --------------------------------------------
Robert M. Van Degna
/s/ Barry Horowitz Director March 31, 1997
- --------------------------------------------
Barry Horowitz
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the *
Company's Registration Statement on Form 8-B filed with the
Commission on January 31, 1997, and incorporated herein by
reference).
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company's *
Registration Statement on Form 8-B filed with the Commission on January 31, 1997, and
incorporated herein by reference).
4.3 Form of Common Stock Certificate (filed as Exhibit 4.3 to the Old Orion's *
Registration Statement on Form S-1 (File No. 33-80518), and incorporated herein by
reference).
4.4 Orion Network Systems, Inc. Employee Stock Purchase Plan (filed as Exhibit 4.4 to Old *
Orion's Registration Statement on Form S-8 (File No. 333-19021), and incorporated
herein by reference).
4.5 Orion Network Systems, Inc. 401(k) Profit Sharing Plan (filed as Exhibit 4.5 to Old *
Orion's Registration Statement on Form S-8 (File No. 333-19021), and incorporated
herein by reference).
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities being *
registered (filed as Exhibit 5.1 to Old Orion's Registration Statement on Form S-8
(File No. 333-19021), and incorporated herein by reference).
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in their opinion filed as Exhibit 5.1 to *
Old Orion's Registration Statement on Form S-8 (File No. 333-19021), and incorporated
herein by reference).
24.1 Power of Attorney (included on signature pages). *
*incorporated by reference
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 333-19021) pertaining to the Orion
Network Systems, Inc. Employee Stock Purchase Plan and the Orion Network
Systems, Inc. 401 (k) Profit Sharing Plan of our report dated February 9, 1996,
with respect to the consolidated financial statements of Orion Network Systems,
Inc., a Delaware corporation that is now known as Orion Oldco Services, Inc.
("Orion Oldco"), included in Orion Oldco's Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Washington, D.C.
March 24, 1997
