SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 13, 1998
LORAL ORION NETWORK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-22085 52-2008654
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant
On March 20, 1998, Orion Network Systems, Inc. ("Orion") was acquired by
Loral Space & Communications Ltd. ("Loral"), through the merger (the "Merger")
of a wholly owned subsidiary of Loral, Loral Satellite Corporation, with and
into Orion. Orion was the surviving corporation of the Merger and thereby became
a subsidiary of Loral. At the effective time of the Merger, Orion changed its
name to "Loral Orion Network Systems, Inc."
As a result of the Merger, the Board of Directors of the Registrant
appointed Deloitte & Touche LLP ("Deloitte & Touche") as independent auditors,
effective May 13, 1998. Deloitte & Touche replaced Ernst & Young LLP ("Ernst &
Young"), which served as the Registrant's independent auditors for the fiscal
years ended December 31, 1997 and December 31, 1996 and was dismissed, effective
May 13, 1998.
The reports issued by Ernst & Young on the Registrant's financial
statements for the fiscal years ended December 31, 1997 and December 31, 1996
did not contain any adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 1997 and December 31, 1996, and
during the interim period preceding May 13, 1998, (i) there were no
disagreements with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure and
which, if not resolved to the satisfaction of Ernst & Young, would have caused
Ernst & Young to make reference to these matters in their report and (ii) there
were no "reportable events" (as that term is described in Item 304(a)(i)(v) of
Regulation S-K).
The Registrant has presented a copy of this Form 8-K to Ernst & Young prior
to the date hereof. The letter of Ernst & Young addressed to the Securities and
Exchange Commission stating that it agrees with the statements made by
Registrant in this Form 8-K is filed as an exhibit to this Form 8-K.
ITEM 7. Financial Statements and Exhibits
The following exhibit is filed as a part of this report:
Exhibit Number Description of Exhibit
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16.1 Letter of Ernst & Young LLP
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 thereunto duly authorized.
LORAL ORION NETWORK SYSTEMS, INC.
By: /s/ Harvey B. Rein
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Vice President & Controller
Date: May 18, 1998
EXHIBIT 16.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated May 18, 1998, of Loral Orion Network
Systems, Inc. (formerly Orion Network Systems, Inc.) and are in agreement with
the statements contained in the third and fourth paragraphs therein. We have no
basis to agree or disagree with other statements of the registrant contained
therein.
/s/ Ernst & Young LLP
Washington D.C.
May 18, 1998
