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As filed with the Commission on May 26, 1998 File No. 333-
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 (IRS Employer
incorporation or organization) Identification No.)
21700 Atlantic Boulevard
Dulles, Virginia 20166
-----------------------
(Address of principal executive offices, including zip code)
ORBITAL SCIENCES CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
----------------------------------------------------------------------
(Full title of the plan)
Leslie C. Seeman, Esq.
Senior Vice President, General Counsel and Secretary
Orbital Sciences Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166
(703) 406-5000
--------------
(Name, address and telephone number of agent for service)
Copy to:
Eve N. Howard, Esq.
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington D.C. 20004-1109
(202)637-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed Amount of
Securities to be offering maximum registration
to be registered price per aggregate fee
registered share offering
price
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<S> <C> <C> <C> <C>
Common Stock
par value, $.01 1,600,000 $42.16 (a) $67,456,000 (a) $19,900
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended, on the
basis of the average of the high and low prices per share of the Common
Stock, par value $.01 per share, of Orbital Sciences Corporation,
reported on the Nasdaq National Market on May 21, 1998.
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Explanatory Note
This registration statement relates to stock options to be granted under
the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan (the
"Plan") as described in a registration statement on Form S-8, Registration No.
333-27999 (the "Prior Registration Statement"), and is filed solely to increase
the number of shares of Common Stock authorized under the Plan from 1,600,000
shares to 3,200,00 shares. The contents of the Prior Registration Statement,
including all exhibits thereto, are hereby incorporated by reference.
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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
26th day of May, 1998.
ORBITAL SCIENCES CORPORATION
By /s/ David W. Thompson
---------------------
David W. Thompson, Chairman
of the Board, President and
Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints David W. Thompson and Leslie C. Seeman, or any of them, their true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 26, 1998 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ David W. Thompson Chairman of the Board, President and Chief
- ------------------------------- Executive Officer and Director (Principal
David W. Thompson Executive 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
</TABLE>
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<TABLE>
<S> <C>
/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
/s/ Jack L. Kerrebrock Director
- -------------------------------
Jack L. Kerrebrock
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
/s/ Harrison H. Schmitt Director
- -------------------------------
Harrison H. Schmitt
/s/ James R. Thompson Director
- -------------------------------
James R. Thompson
/s/ Scott L. Webster Director
- -------------------------------
Scott L. Webster
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No._ Description
------- -----------
<S> <C> <C>
5 Opinion of Hogan & Hartson L.L.P. *
23.1 Consent of Hogan & Hartson L.L.P. (contained in
Exhibit 5) *
23.2 Consent of KPMG Peat Marwick LLP. *
24 Powers of Attorney (contained on the Signature
Page of this Registration Statement)*
</TABLE>
- -----------
* Filed herewith.
<PAGE> 1
Exhibit 5
May 26, 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-8, as amended (the "REGISTRATION STATEMENT"), filed with the Securities
and Exchange Commission relating to the registration of 1,600,000 shares of the
Company's common stock, par value $.01 per share (the "SHARES"), issued from
time to time pursuant to the 1997 Orbital Sciences Corporation Stock Option and
Incentive Plan (the "PLAN"). 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. Resolutions of the Board of Directors of the Company adopted on
January 22, 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 approval of an increase in the number
of shares subject to the Plan and arrangements in connection
therewith.
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5. Resolutions of the shareholders of the Company, as certified by
the Assistant Secretary of the Company on the date hereof as
being complete, accurate and in effect, relating to the approval
of an increase in the number of shares subject to the Plan and
arrangements in connection therewith.
6. The Plan.
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 the issuance of the Shares by the Company pursuant to
the Plan, 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. 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.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
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Exhibit 23.2
ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Orbital Sciences Corporation:
We consent to the use of our reports incorporated herein by reference,
which reports appear in the Company's 1997 Annual Report on Form 10-K.
KPMG PEAT MARWICK LLP
Washington, D.C.
May 22, 1998
