<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ORBITAL SCIENCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 06-1209561
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166
(703) 406-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DAVID W. THOMPSON
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ORBITAL SCIENCES CORPORATION
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166
(703) 406-5000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
------------------------
Copies to:
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<S> <C>
EVE N. HOWARD, ESQ. CRAIG B. BROD, ESQ.
HOGAN & HARTSON L.L.P. CLEARY, GOTTLIEB, STEEN & HAMILTON
555 THIRTEENTH STREET, N.W. ONE LIBERTY PLAZA
WASHINGTON, D.C. 20004 NEW YORK, N.Y. 10006
(202) 637-5600 (212) 225-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-48679
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
BEING PRICE PER OFFERING REGISTRATION
TITLE OF SECURITIES BEING REGISTERED REGISTERED SHARE PRICE FEE
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Common Stock, $.01 par value......................... 287,500(1) $45.8125 $13,171,094 $3,886
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(1) Includes shares that are issuable upon exercise of the Underwriters'
over-allotment option.
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<PAGE> 2
EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock
contemplated by a registration statement on Form S-3, Registration No. 333-48679
(the "Prior Registration Statement"), and is filed solely to increase the number
of shares of Common Stock to be offered in such offering by 287,500 shares. The
contents of the Prior Registration Statement, including all exhibits thereto,
are hereby incorporated by reference.
<PAGE> 3
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Loudoun, Commonwealth of Virginia, on the 15th day
of April, 1998.
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 below on April 15, 1998 by the following
persons in the capacities indicated.
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SIGNATURES TITLE
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<S> <C>
/s/ DAVID W. THOMPSON Chairman of the Board, Chief Executive
- ----------------------------------------------------- Officer and Director (Principal Executive
DAVID W. THOMPSON Officer)
/s/ JEFFREY V. PIRONE Executive Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial Officer)
JEFFREY V. PIRONE
/s/ MICHAEL P. KEEGAN Vice President and Controller
- -----------------------------------------------------
MICHAEL P. KEEGAN
/s/ FRED C. ALCORN Director
- -----------------------------------------------------
FRED C. ALCORN
/s/ KELLY H. BURKE Director
- -----------------------------------------------------
KELLY H. BURKE
/s/ BRUCE W. FERGUSON Director
- -----------------------------------------------------
BRUCE W. FERGUSON
/s/ DANIEL J. FINK Director
- -----------------------------------------------------
DANIEL J. FINK
/s/ LENNARD A. FISK Director
- -----------------------------------------------------
LENNARD A. FISK
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SIGNATURES TITLE
---------- -----
<S> <C>
/s/ JACK L. KERREBROCK Director
- -----------------------------------------------------
JACK L. KERREBROCK
/s/ DOUGLAS S. LUKE Director
- -----------------------------------------------------
DOUGLAS S. LUKE
/s/ JOHN L. MCLUCAS Director
- -----------------------------------------------------
JOHN L. MCLUCAS
/s/ JANICE I. OBUCHOWSKI Director
- -----------------------------------------------------
JANICE I. OBUCHOWSKI
/s/ FRANK L. SALIZZONI Director
- -----------------------------------------------------
FRANK L. SALIZZONI
Director
- -----------------------------------------------------
HARRISON H. SCHMITT
/s/ JAMES R. THOMPSON Director
- -----------------------------------------------------
JAMES R. THOMPSON
/s/ SCOTT L. WEBSTER Director
- -----------------------------------------------------
SCOTT L. WEBSTER
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<PAGE> 5
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
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5 Opinion of Hogan & Hartson L.L.P. regarding legality of
shares being registered*....................................
23.1 Consent of KPMG Peat Marwick LLP*...........................
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit
5)*.........................................................
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* Filed herewith.
<PAGE> 1
EXHIBIT 5
April 15, 1998
Board of Directors
Orbital Sciences Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166
Ladies and Gentlemen:
We are acting as counsel to Orbital Sciences Corporation, a
Delaware corporation (the "COMPANY"), in connection with its registration
statement on Form S-3 (the "REGISTRATION STATEMENT"), filed with the Securities
and Exchange Commission pursuant to Rule 462(b) under the Securities Act of
1933, as amended, relating to the proposed public offering of up to 287,500
shares of the Company's common stock, par value $.01 per share, all of which
shares (the "SHARES") are to be sold by the Company. This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in
connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as
certified by the Secretary of the State of the State
of Delaware on April 7, 1998 and by the Assistant
Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the
Assistant Secretary of the Company on the date hereof
as then being complete, accurate and in effect.
4. The form of Purchase Agreement among the Company and
the several Underwriters to be named therein,
for whom Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan & Co., J.P.
Morgan Securities Inc.,
<PAGE> 2
Morgan Stanley Dean Witter and Morgan Stanley & Co.
Incorporated will act as representatives,
incorporated by reference as Exhibit 1.1 to the
Registration Statement (the "UNDERWRITING
AGREEMENT").
5. Resolutions of the Board of Directors of the Company
adopted on March 24, 1998 and resolutions of the
Pricing Committee of the Board of Directors of the
Company adopted on April 14, 1998, as certified by
the Assistant Secretary of the Company on the date
hereof as then being complete, accurate and in
effect, relating to the issuance and sale of the
Shares and arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
the General Corporation Law of the State of Delaware. We express no opinion
herein as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the Registration Statement,
(ii) execution and delivery by the Company of the Underwriting Agreement, (iii)
issuance of the Shares pursuant to the terms of the Underwriting Agreement and
(iv) receipt by the Company of the consideration for the Shares specified in
the resolutions of the Board of Directors and the Pricing Committee referred to
above, the Shares will be validly issued, fully paid and nonassessable under
the General Corporation Law of the State of Delaware.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion
letter has been prepared solely for your use in connection with the filing of
the Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the reference to this firm under
the caption "Legal Matters" in the Prospectus incorporated by reference in the
Registration Statement. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
<PAGE> 3
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Orbital Sciences Corporation and subsidiaries:
We consent to the use of our reports incorporated herein by reference, which
reports appear in the Company's registration statement (No. 333-48679) on
Form S-3 and/or in the Company's 1997 annual report on Form 10-K.
KPMG PEAT MARWICK LLP
Washington, D.C.
April 15, 1998
