Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ORBITAL SCIENCES CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 06-1209561
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
21700 Atlantic Boulevard
Dulles, Virginia 20166
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
ORBITAL SCIENCES CORPORATION 1990 STOCK OPTION PLAN
ORBITAL SCIENCES CORPORATION 1990 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS
(Full Titles of the Plans)
Leslie C. Seeman, Esq.
Senior Vice President and General Counsel
Orbital Sciences Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166
(703) 406-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Proposed Maximum Proposed
of Amount to be Offering Price Per Maximum
Securities to be Registered Share(1) Aggregate Amount of Registration
Registered Offering Fee
Price<F1>
<S> <C> <C> <C> <C>
1990 Stock Option
Plan
975,000 $16.875 $16,453,125 $5,673.49
Common Stock, $0.01
par value
1990 Stock Option
Plan for Non-
Employee Directors
50,000 $16.875 $84,375 $290.95
Common Stock, $0.01
par value
<FN> Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average of the high and low sales prices of the Common Stock of Orbital
Sciences Corporation in trading on the National Association of Securities
Dealers, Inc. Automated Quotations National Market System on August 29,
1995.
</TABLE>
The date of this Registration Statement is August 30, 1995.
Pursuant to General Instruction E on Form S-8 regarding the
registration of additional securities, Orbital Sciences
Corporation (the "Company") hereby is registering additional
shares of common stock, par value $.01 per share, in the number
set forth on the cover page of this Registration Statement. Such
shares are of the same class as other securities of the Company for
which previous registration statements have been filed with the
Securities and Exchange Commission (the "Commission) relating to
the Company's 1990 Stock Option Plan (the "1990 Plan") and
1990 Stock Option Plan for Non-Employee Directors (the "Non-
Employee Directors Plan"), and such registration statements, as
listed below, are incorporated by reference herein:
Registration Statement on Form S-8, registering shares
issued in connection with the 1990 Plan and Non-Employee
Directors Plan, File No. 33-47789 (filed on May 8, 1992); and
Registration Statement on Form S-8, registering shares
issued in connection with the 1990 Plan, File No. 33-84296
(filed on September 22, 1994).
Pursuant to Rule E, this Registration Statement contains such
information required by Form S-8 that is not otherwise included
in the above-listed registration statements.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents previously filed with the Commission
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994;
(b) Quarterly Reports on Form 10-Q for the
Quarters Ended March 31, 1995 and June 30, 1995;
(c) Amendment No. 2 to the Company's Report on Form 8-
K/A dated November 29, 1994, filed with the Commission on
January 11, 1995 and the Company's Current Reports on Form 8-
K filed on February 8, 1995 and March 15, 1995; and
(d) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, as amended, and all amendments or
reports filed for the purpose of updating that
description.
All reports and other documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports
and documents.
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549. Copies of such materials can also be
obtained at prescribed rates from the Public Reference Section of
the Commission at its principal offices at 450 Fifth Street,
N.W., Washington, DC 20549.
Item 8. Exhibits
The following exhibits are to be filed as a part of this
Registration Statement. Where such filing is made by
incorporation by reference to a previously filed statement or
report, such statement or report is identified in parentheses.
Exhibit
Description
No.
4.1 Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1
(File Number 33-33453) filed on February 9, 1990
and effective on April 24, 1990).
4.2 By-Laws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (File Number 33-33453)
filed on February 9, 1990 and effective on
April 24, 1990).
4.3 Specimen Certificate of Common Stock
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1
(File Number 33-33453) filed on February 9, 1990
and effective on April 24, 1990).
4.4 Orbital Sciences Corporation 1990 Stock Option
Plan, restated as of April 27, 1995 (incorporated
by reference to Exhibit 10.5.1 to the Company's
Report on Form 10-Q for the quarter ended June
30, 1995, filed on August 14, 1995.)
4.5 Orbital Sciences Corporation 1990 Stock Option
Plan for Non-Employee Directors, restated as of
April 27, 1995 (incorporated by reference to
Exhibit 10.5.2 to the Company's Report on Form 10-
Q for the quarter ended June 30, 1995, filed on
August 14, 1995.)
5 Opinion of Ropes & Gray (transmitted herewith).
23.1 Consent of Ropes & Gray (contained in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP (transmitted
herewith).
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and (iii) to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective
amendment by (i) and (ii) is contained in periodic reports
filed by the Company pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless, in the
opinion of its counsel, the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Loudoun, the Commonwealth of
Virginia, on this 30th day of August, 1995.
ORBITAL SCIENCES CORPORATION
By /s/ David W. Thompson
David W. Thompson, Chairman
of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and as of the 30th day of
August, 1995. Each person whose
signature appears below hereby authorizes each of David W.
Thompson, Leslie C. Seeman and Mary Ellen Seravalli and appoints
each of them singly his attorney-in-fact, each with full power of
substitution, to execute in his name, place and stead, in any and
all capacities, any post-effective amendment to this Registration
Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, making such further changes in this
Registration Statement as the Company deems appropriate.
Signature Title
/s/ David W. Thompson Chairman of the Board,
David W. Thompson President and Chief
Executive Officer; Director
/s/ Carlton B. Crenshaw Senior Vice
Carlton B. Crenshaw President/Finance and
Administration and
Treasurer/ Chief Financial
Officer
/s/ Jeffrey V. Pirone Vice President and
Jeffrey V. Pirone Controller
/s/ Bruce W. Ferguson Executive Vice President and
Bruce W. Ferguson General Manager/
Communications and
Information Systems Group;
Director
/s/ James R. Thompson Executive Vice President and
James R. Thompson General Manager/ Launch
Systems Group; Director
/s/ Jack A. Frohbieter Executive Vice President and
Jack A. Frohbieter General Manager/ Space and
Electronics Systems Group;
Director
/s/ Fred C. Alcorn Director
Fred C. Alcorn
/s/ Kelly H. Burke Director
Kelly H. Burke
/s/ Daniel J. Fink Director
Daniel J. Fink
/s/ Lennard A. Fisk Director
Lennard A. Fisk
/s/ Jack L. Kerrebrock Director
Jack L. Kerrebrock
/s/ J. Paul Kinloch Director
J. Paul Kinloch
/s/ Douglas L. Luke Director
Douglas S. Luke
/s/ John L. McLucas Director
John L. McLucas
/s/ Harrison H. Schmitt Director
Harrison H. Schmitt
/s/ Scott L. Webster Director
Scott L. Webster
C:\LEGAL\SEC-FILE\S8.95
August 21, 1995
Orbital Sciences Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166
Ladies and Gentlemen:
This opinion is rendered to you in connection with the
Registration Statement on Form S-8, filed on or about the date hereof
with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Registration Statement"), for the
registration by Orbital Sciences Corporation (the "Company") of the
sale by it of 975,000 shares of the Company's common stock, $.01 par
value per share, from time to time pursuant to the Orbital Sciences
Corporation 1990 Stock Option Plan and 50,000 shares of the Company's
common stock, $.01 par value per share (the aggregate 1,025,000
shares are hereafter referred to as the "Shares"), from time to time
pursuant to the Orbital Sciences Corporation 1990 Stock Option Plan
for Non-Employee Directors (together with the Orbital Sciences
Corporation 1990 Stock Option Plan, the "Plans").
We have acted as counsel for the Company in connection with the
preparation and filing of the Registration Statement. In connection
with this opinion we have examined the Restated Certificate of
Incorporation and Bylaws of the Company and all amendments thereto
and have examined and relied on the original, or copies certified to
our satisfaction, of such records of meetings of the directors and
stockholders of the Company, documents and other instruments,
including the Plans, as in our judgment are necessary or appropriate
to enable us to render the opinions expressed below.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued and
sold by the Company pursuant to the Plan, will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of our name in the Registration
Statement and consent to the filing of this opinion as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
3069678.01
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Orbital Sciences Corporation:
We consent to the use of our reports dated February 6, 1995
incorporated herein by reference, which reports appear in the
December 31, 1994 Annual Report on Form 10-K, of Orbital Sciences
Corporation. Our report on the consolidated financial statements
refers to a change in accounting for income taxes.
/S/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Washington, D.C.
August 30, 1995
