<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - April 22, 1999
ORBITAL IMAGING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 333-49583 54-1660268
- ---------------------------------------------- --------------------- ------------------------------------
(State or other Jurisdiction of Incorporation) (Commission File No.) (IRS Employer Identification Number)
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166 (703) 406-5000
- ---------------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Registrant's Telephone number,
Including Area Code)
</TABLE>
N/A
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
The purpose of this report on Form 8-K/A is to amend ORBIMAGE's Form 8-K
filed on April 29, 1999 in order to file with the Securities and Exchange
Commission a letter from KPMG LLP written in response to the statements
ORBIMAGE made in Item 4 of the original Form 8-K.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. The following exhibit is filed with this report:
Exhibit No. Description
----------- -----------
16 Letter from KPMG LLP to the Securities
and Exchange Commission re:
ORBIMAGE Form 8-K filed on April
29, 1999.
<PAGE> 3
SIGNATURES
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.
ORBITAL IMAGING CORPORATION
DATED: May 14, 1999 By: /s/ Gilbert D. Rye
------------------
Gilbert D. Rye, President
and Chief Operating Officer
DATED: May 14, 1999 By: /s/ Armand D. Mancini
---------------------
Armand D. Mancini, Vice President
and Principal Financial Officer
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
16 Letter from KPMG LLP to the Securities
and Exchange Commission re:
ORBIMAGE's Form 8-K filed on April
29, 1999.
<PAGE> 1
EXHIBIT 16
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
KPMG LLP ("KPMG") was previously the principal accountants for Orbital Imaging
Corporation ("ORBIMAGE" or the "Company"), and under date of January 22, 1999 we
reported on the financial statements of the Company as of and for the years
ended December 31, 1998 and 1997. On April 22, 1999 we resigned as the Company's
principal accountants. We have read the Company's statements included in Item 4
of its Form 8-K dated April 29, 1999 ("Item 4") and we agree with those
statements, except as follows:
KPMG does not agree with the statement in the second sentence of the second
paragraph of Item 4 that during the fiscal year ended December 31, 1998 there
were "no disagreements" between KPMG and the Company. The third sentence of the
second paragraph of Item 4 purports to describe a "discuss[ion]" between the
Company and KPMG concerning "prospective accounting treatment for recognizing
revenue on certain customer purchase contracts". KPMG believes there was a
disagreement with the Company related to (1) the correct application of the
revenue accounting for certain related party contracts in future periods, and
(2) disclosure of the nature of these contracts in certain of the Company's
registration statements and an offering prospectus issued in connection with an
exempt debt securities in April 1999. The Company ultimately disclosed these
transactions in the exempt offering in such a manner so that the offering
memorandum did not suggest that these contracts would result in revenues in the
future and clearly identified these contracts as between Orbital and the
customer rather than between ORBIMAGE and the customer.
KPMG LLP
