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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 17, 1997
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ORBITAL SCIENCES CORPORATION
DELAWARE 0-18287 06-1209561
(State of incorporation) (Commission File Number) (I.R.S. Employer I.D. No.)
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166
(703) 406-5000
(Address and telephone number
of principal executive offices)
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ITEM 5. OTHER EVENTS
On September 17, 1997, Orbital Sciences Corporation announced in a
press release attached as Exhibit 99 to this Form 8-K that it sold $100
million in 5% convertible subordinated notes due October 2002 within the United
States pursuant to Rule 144A of the U.S. Securities Act of 1933, as amended,
and outside the United States pursuant to Regulation S under that Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 99. Text of Press Release dated September 17, 1997.
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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 thereunto duly authorized.
ORBITAL SCIENCES CORPORATION
Date: September 22, 1997 By: /s/ Jeffrey V. Pirone
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Jeffrey V. Pirone
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99 Press Release dated September 17, 1997. (transmitted herewith)
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Exhibit 99
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT
BARRON BENESKI (703) 406-5000
ORBITAL COMPLETES SALE OF $100 MILLION OF CONVERTIBLE
SUBORDINATED NOTES
(DULLES, VA 17 September 1997) -- Orbital Sciences Corporation (NASDAQ: ORBI)
today announced that it completed the sale of $100 million in 5% convertible
subordinated notes due October 2002. As previously announced, Orbital plans use
the net proceeds from the offering to realign its short- and long-term capital
structure, and for possible investments in new projects, product lines or
acquisitions or, if needed, to satisfy certain existing contingent commitments.
The notes were sold within the United States pursuant to Rule 144A of the U.S.
Securities Act of 1933, as amended, and outside the United States pursuant to
Regulation S under that Act.The notes, which are non-callable for three years,
will be convertible into Orbital common stock at a conversion price of $28.00
per share, subject to adjustment in certain events. The notes will initially be
convertible into a total of 3, 571,429 shares of common stock of the company.
Neither the notes nor the common stock of the company issuable upon conversion
of the notes has been registered under the Securities Act of 1933, as amended,
or any state securities laws. Accordingly, these securities may not be offered
or sold in the United States or to or for the account of U.S. persons absent
registration or an exemption from the registration requirements of the
Securities Act of 1933, as amended, and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation to buy any of
these securities.
Orbital is a space and information systems company that designs, manufactures,
operates and markets a broad range of affordable space and ground
infrastructure systems, satellite access products and satellite services. These
include launch vehicles, satellites, space sensors and electronics, satellite
ground systems and software, satellite-based navigation and communications
products, and satellite-delivered communications and Earth-imaging services.
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