<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1999.
REGISTRATION NO. 333-42271
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO 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)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
06-1209561
(I.R.S. Employer
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 OF THE BOARD, 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)
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COPY TO:
EVE N. HOWARD, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
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EXPLANATORY NOTE
At the time this registration statement became effective, which covers
resales of 5% Convertible Subordinated Notes due 2002, together with the related
shares of Orbital Sciences Corporation common stock issuable upon conversion of
such notes, it included an undertaking on the part of Orbital 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. Under the
terms of the Registration Rights Agreement dated September 16, 1997 between
Orbital and the initial purchasers of the 5% Convertible Subordinated Notes due
2002, Orbital was required to keep this registration statement effective until
September 16, 1999. For this reason, Orbital is filing this post-effective
amendment to remove from registration $100,000,000 aggregate principal amount of
the 5% Convertible Subordinated Notes due 2002, together with the related shares
of Orbital common stock issuable upon conversion of such notes, which remain
unsold as of the date of this post-effective amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 Orbital
Sciences Corporation has duly caused this Post-Effective Amendment No. 1 to Form
S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Loudoun, Commonwealth of Virginia,
on the 16th day of September, 1999.
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
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has
been signed below on September 16, 1999 by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
Signature: Title:
<S> <C>
/s/ David W. Thompson Chairman of the Board, Chief
- ------------------------------------ Executive Officer and Director
David W. Thompson (Principal Executive Officer)
* Executive Vice President and
- ------------------------------------ Chief Financial Officer
Jeffrey V. Pirone (Principal Financial Officer
and Principal Accounting
Officer)
* Director
- ------------------------------------
Fred C. Alcorn
* Director
- ------------------------------------
Kelly H. Burke
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C>
* Director
- ------------------------------------
Bruce W. Ferguson
* Director
- ------------------------------------
Daniel J. Fink
* Director
- ------------------------------------
Lennard A. Fisk
* Director
- ------------------------------------
Jack L. Kerrebrock
* Director
- ------------------------------------
Douglas S. Luke
* Director
- ------------------------------------
John L. McLucas
* Director
- ------------------------------------
Janice I. Obuchowski
* Director
- ------------------------------------
Frank L. Salizzoni
* Director
- ------------------------------------
Harrison H. Schmitt
* Director
- ------------------------------------
James R. Thompson
* Director
- ------------------------------------
Scott L. Webster
</TABLE>
* By: /s/ David W. Thompson
----------------------------------
David W. Thompson,
as Attorney-in-Fact for each
of the persons indicated
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