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 20, 1998 000-22085
LORAL 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
ORION NETWORK SYSTEMS, INC.
(Former name or former address, if changed since last report)
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LORAL ORION NETWORK SYSTEMS, INC.
ITEM 5 OTHER EVENTS
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 ("Merger
Sub"), with and into Orion. Orion was the surviving corporation (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,
(i) each share of common stock, par value $.01 per share, of Orion ("Orion
Common Stock"), excluding treasury shares and shares owned by Loral or
its subsidiaries, was converted into and exchanged for the right to
receive .71553 fully paid and nonassessable shares of common stock,
par value $.01 per share, of Loral ("Loral Common Stock"),
(ii) each share of preferred stock, par value $.01 per share, of Orion
("Orion Preferred Stock") was converted into and exchanged for the
right to receive .71553 fully paid and nonassessable shares of Loral
Common Stock for each share of Orion Common Stock into which such
share of Orion Preferred Stock was convertible immediately prior to
the Merger,
(iii)each outstanding stock option to purchase shares of Orion Common Stock
was converted into an option to acquire .71553 shares of Loral Common
Stock multiplied by the number of shares of Orion Common Stock for
which such option was exercisable,
(iv) each outstanding warrant to purchase shares of Orion Common Stock was
converted into a warrant to acquire .71553 shares of Loral Common
Stock multiplied by the number of shares of Orion Common Stock for
which such warrant was exercisable immediately prior to the Merger,
and
(v) each outstanding share of Orion Common Stock and Orion Preferred Stock
owned by Loral or any of its subsidiaries was converted into the right
to receive enough shares in the Surviving Corporation as necessary in
order to ensure that such entity's proportionate interest in the
Surviving Corporation
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immediately after the Merger is as it was in Orion immediately before the
Merger.
Following the Merger the capital stock of Orion ceased to be publicly
traded. However, Orion continues to have registered bonds outstanding and will
continue to file various reports with the Securities and Exchange Commission.
The Merger was effected pursuant to that certain Agreement and Plan of
Merger, dated as of October 7, 1997, as amended February 11, 1998 and March 20,
1998 (the "Merger Agreement"), by and among Orion, Loral and Merger Sub, and the
related certificate of merger between Orion and Merger Sub filed with the
Secretary of State of the State of Delaware on March 20, 1998.
The foregoing description of the Merger does not purport to be complete and
is qualified in its entirety by the terms and conditions of the Merger
Agreement, filed as Exhibits 2.1 and 2.2 to Registration Statement No. 333-46407
on Form S-4.
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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 thereunto duly authorized.
LORAL ORION NETWORK SYSTEMS, INC.
Date: March 23, 1998 By: /s/ James B. Kaufman
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Vice President and Assistant Secretary
