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SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
Commission file number 0-22085
LORAL ORION, INC.
500 Hills Drive, Bedminster, NJ 07921
Telephone: (908) 470-2300
State or Other Jurisdiction of Incorporation:
Delaware
IRS identification number:
52-1564318
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
11 1/4% Senior Notes Due 2007
12 1/2% Senior Discount Notes Due 2007
10% Senior Notes Due 2006
The registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2). Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [Not Applicable]
The number of shares of common stock, par value $.01 per share of the registrant outstanding as of April 30, 2004 was 100, all of which were owned, directly or indirectly, by Loral Space & Communications Ltd. The aggregate market value of the common shares held by affiliates was zero.
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CERTIFICATION | ||||||||
CERTIFICATION |
EXPLANATORY NOTE
We are filing this Amendment on Form 10-K/A to the 2003 Annual Report solely for the purpose of amending Item 9A(b) to conform the language in our filing to the exact wording required by Item 9A(b).
In addition, we have filed the following exhibits herewith:
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Except as specifically indicated herein, no other information included in our Annual Report on Form 10-K is amended by this Amendment on Form 10-K/A.
PART II
Item 9A. Disclosure Controls and Procedures
(a) Disclosure controls and procedures.Our chief executive officer and our chief financial officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities and Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of December 31, 2003, have concluded that our disclosure controls and procedures were effective and designed to ensure that material information relating to Loral Orion and its consolidated subsidiaries required to be in our filings under the Securities and Exchange Act of 1934 would be made known to them by others within those entities in a timely manner.
(b) Internal controls over financial reporting.There were no changes in our internal controls over financial reporting (as defined in the Securities and Exchange Act of 1934 Rules 13a-15(f) and 15-d-15 (f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
INDEX TO EXHIBITS
Exhibit Number | Description | |
31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith) | |
31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
LORAL ORION, INC. | ||
By: /s/ Bernard L. Schwartz | ||
Bernard L. Schwartz Chairman of the Board and Chief Executive Officer Dated: May 11, 2004 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Bernard L. Schwartz Bernard L. Schwartz | Chairman of the Board and Chief Executive Officer | May 11, 2004 | ||
/s/ Eric J. Zahler Eric J. Zahler | Director and Executive Vice President | May 11, 2004 | ||
/s/ Avi Katz Avi Katz | Director, Vice President and Secretary | May 11, 2004 | ||
/s/ George Baker George Baker | Director | May 11, 2004 | ||
/s/ Daniel Hirsch Daniel Hirsch | Director | May 11, 2004 | ||
/s/ Richard J. Townsend Richard J. Townsend | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | May 11, 2004 | ||
/s/ Harvey B. Rein Harvey B. Rein | Vice President and Controller (Principal Accounting Officer) | May 11, 2004 |