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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
AMENDMENT NO. 2
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)
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<S> <C> <C>
DELAWARE 333-49583 54-1660268
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(State or other Jurisdiction of Incorporation) (Commission File No.) (IRS Employer Identification Number)
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166 (703) 406-5000
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(Address of Principal Executive Offices) (Registrant's Telephone number,
Including Area Code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On April 22, 1999, KPMG LLP ("KPMG") resigned as the auditors for Orbital
Imaging Corporation ("ORBIMAGE").
KPMG's reports on ORBIMAGE's financial statements for the fiscal years ended
December 31, 1997 and 1998 did not contain any adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. During the fiscal year ended December 31, 1997, there
were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
KPMG to make reference to the subject matter of the disagreements in connection
with KPMG's reports.
During the fiscal year ended December 31, 1998 and the interim period ended
April 22, 1999, ORBIMAGE and KPMG had certain disagreements regarding
prospective accounting treatment for recognizing revenue on certain customer
purchase contracts. Those disagreements 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 the contracts in certain of ORBIMAGE's
registration statements and an offering memorandum issued in connection with an
exempt debt securities offering in April 1999. ORBIMAGE 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 Sciences
Corporation and the customer rather than ORBIMAGE and the customer. ORBIMAGE has
authorized KPMG to respond fully to the inquiries of its successor accountant
concerning the subject matter of the disagreements.
There were no reportable events (as defined in SEC Regulation S-K, Item
304(a)(1)(v)) during the fiscal years ended December 31, 1997 and 1998 and the
interim period ended April 22, 1999.
ORBIMAGE has requested KPMG to issue a letter addressed to the SEC stating
whether it agrees with the above statements. ORBIMAGE has filed the letter as an
exhibit to this Form 8-K/A.
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:
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Exhibit No. Description
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16 Letter from KPMG LLP to the Securities
and Exchange Commission re: ORBIMAGE's
Form 8-K/A filed on June 10, 1999
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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: June 10, 1999 By: /s/ Gilbert D. Rye
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Gilbert D. Rye, President
and Chief Operating Officer
DATED: June 10, 1999 By: /s/ Armand D. Mancini
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Armand D. Mancini, Vice President
and Principal Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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16 Letter from KPMG LLP to the Securities
and Exchange Commission re:
ORBIMAGE's Form 8-K/A filed on June 10,
1999.
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EXHIBIT 16
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
KPMG LLP ("KPMG") was previously the principal accountants for Orbital Imaging
Corporation (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 the
Form 8-K/A to which this letter is attached as an exhibit, and we agree with the
statements contained therein.
KPMG LLP
