Filed today by ORBI; I don't think this is brand new news; full document at freeedgar.com
ORBITAL SCIENCES CORPORATION LOGO
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UP TO $100,000,000
5% CONVERTIBLE SUBORDINATED NOTES DUE 2002 AND SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
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This Prospectus covers the resale from time to time by the holders (the "Selling
Securityholders") of up to $100,000,000 aggregate principal amount of 5%
Convertible Subordinated Notes due 2002 (the "Notes") of Orbital Sciences
Corporation, a Delaware corporation ("Orbital" or the "Company"). This
Prospectus also covers sales by the Selling Securityholders from time to time of
shares of common stock, par value $0.01 per share (the "Common Stock"), of the
Company into which the Notes are convertible (the "Conversion Shares").
Interest on the Notes is payable on October 1 and April 1 of each year,
commencing on April 1, 1998. The Notes will mature on October 1, 2002. The Notes
will be convertible into Common Stock of the Company on or prior to the close of
business on the maturity date, unless previously redeemed or repurchased, at a
conversion price of $28.00 per share (equivalent to a conversion rate of
approximately 35.71 shares per each $1,000 principal amount of Notes), subject
to adjustment under certain circumstances as described herein. See "Description
of Notes -- Conversion."
The Notes are not entitled to any sinking fund. On or after October 2, 2000, the
Notes will be redeemable at the option of the Company, in whole or, from time to
time, in part, at the redemption prices set forth in this Prospectus plus
accrued interest. In the event of a Fundamental Change (as defined), each Holder
(as defined) of the Notes may require the Company to repurchase its Notes, in
whole or in part, for cash, at prices set forth in this Prospectus, subject to
adjustment under certain circumstances as described herein, plus accrued and
unpaid interest. There can be no assurance that the Company will have the
financial resources necessary to repurchase the Notes in such circumstances. The
Notes are redeemable by the Company in the event of certain developments
involving withholding taxes of the United States. Otherwise, the Notes are not
redeemable prior to October 2, 2000. See "Description of Notes -- Repurchase at
Option of Holders Upon a Fundamental Change" and "Description of
Notes -- Redemption -- Optional Redemption."
The Notes are general, unsecured obligations of the Company and are subordinated
in right of payment to all existing and future Senior Indebtedness (as defined)
of the Company. As of December 31, 1997, the aggregate amount of Senior
Indebtedness was approximately $228 million, and there was approximately $236
million of indebtedness and other liabilities of subsidiaries of the Company
outstanding (including guarantees by direct and indirect subsidiaries of the
Company of the debt of ORBCOMM (as defined) in the amount of $170.0 million) to
which the Notes were structurally subordinated. The Indenture (as defined) does
not restrict the Company or its subsidiaries from incurring additional Senior
Indebtedness or other liabilities.
The Notes were issued by the Company on September 16, 1997 in a placement
through certain initial purchasers (the "Initial Purchasers") to qualified
institutional buyers in transactions exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), and in sales outside
the United States within the meaning of Regulation S under the Securities Act.
The Selling Securityholders, directly or through agents, broker-dealers or
underwriters, may sell the Notes or the Conversion Shares offered hereby from
time to time on terms to be determined at the time of sale. Such Notes or
Conversion Shares may be sold at market prices prevailing at the time of sale or
at negotiated prices. The Selling Securityholders and any agents, broker-dealers
or underwriters that participate in the distribution of the Notes or Conversion
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commission or discount received by them and any profit on the
resale of the Common Stock purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. The Company will not receive
any proceeds from the sale of Notes or Conversion Shares by the Selling
Securityholders. See "Selling Securityholders" and "Plan of Distribution."
The Notes are listed on the Luxembourg Stock Exchange. Prior to this offering,
the Notes have been eligible for trading on the Private Offerings, Resale and
Trading through Automated Linkages ("PORTAL") Market. Notes sold hereby are not
expected to remain eligible for trading on the PORTAL Market. The Common Stock
is listed on the Nasdaq National Market under the symbol "ORBI." The last
reported sale price of the Common Stock on the Nasdaq National Market on March
9, 1998 was $40 3/4 per share.
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