UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
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, 2002
COMMISSION FILE NUMBER 0-22085
LORAL ORION, INC.
Delaware 52-1564318
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 HILLS DRIVE, BEDMINSTER, NJ 07921
TELEPHONE: (908) 470-2300
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
Indicate by check mark whether the registrant: (1) 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 (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12 b-20. Yes [ ] 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 March 1, 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.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING WITH THE REDUCED DISCLOSURE
FORMAT PURSUANT TO GENERAL INSTRUCTION I(2) OF FORM 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
PAGE
Part IV
Item 14. Evaluation of Disclosure Controls and Procedures 2
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 2
Signatures 6
EXPLANATORY NOTE
Item 14 (Evaluation of Disclosure Controls and Procedures) of our Annual
Report on Form 10-K for the year ended December 31, 2002 (the "2002 Annual
Report"), originally filed with the Securities and Exchange Commission on March
31, 2003, stated the conclusion of our certifying officers that, as of a date
within 90 days before the filing of the 2002 Annual Report, our disclosure
controls and procedures were adequate and designed to ensure that material
information relating to the Company and its consolidated subsidiaries would be
made known to them by others within those entities. As requested by the staff of
the SEC, we are filing this Amendment on Form 10-K/A to the 2002 Annual Report
solely for the purpose of amending Item 14 of the 2002 Annual Report to make
clear that our certifying officers concluded that, as of December 31, 2002, our
disclosure controls and procedures were effective and designed to ensure that
material information relating to the Company and its consolidated subsidiaries
would be made known to them by others within those entities.
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
the Annual Report on Form 10-K is amended by this Amendment on Form 10-K/A.
PART IV
ITEM 14. EVALUATION OF 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) and 15-d-15(e)) as of December 31, 2002, 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 we judge to have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) List of Financial Statements and Financial Statement
Schedules
The following consolidated financial statements of Loral Orion are
included in Item 8:
Consolidated Balance Sheets -- December 31, 2002 and 2001
Consolidated Statements of Operations -- Years ended December 31, 2002,
2001 and 2000.
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Consolidated Statements of Stockholder's (Deficit) Equity -- Years ended
December 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows -- Year ended December 31, 2002,
2001 and 2000
Notes to Consolidated Financial Statements
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore
have been omitted.
(b) Reports on Form 8-K filed in the fourth quarter of 2002
None
(c) Exhibits
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger, dated as of October 7, 1997, by and
among Orion, Loral and Loral Satellite Corporation. (Incorporated by
reference to exhibit number 2.1 in Current Report on Form 8-K dated
October 9, 1997.)
2.2 Principal Stockholder Agreement among Orion, Loral, Loral Satellite
Corporation and the stockholders that are signatories thereto, dated
as of October 7, 1997. (Incorporated by reference to exhibit number
2.2 in Current Report on Form 8-K dated October 9, 1997.)
2.3 Amendment No. 1 Agreement and Plan of Merger, dated as of February
11, 1998, by and among Orion, Loral and Loral Satellite Corporation.
(Incorporated by reference to exhibit number 2.2 in Registration
Statement No. 333-46407 on Form S-4.)
2.4 Amendment No. 1 to Principal Stockholder Agreement among Orion,
Loral, Loral Satellite Corporation and the stockholders that are
signatories thereto, dated as of December 1, 1997. (Incorporated by
reference to exhibit number 2.4 in Annual Report on Form 10-K for
fiscal year ended December 31, 1997.)
3.1 Certificate of Merger of Loral Satellite Corporation into Orion,
dated March 20, 1998, and Exhibit A thereto, Restated Certificate of
Incorporation of the Company. (Incorporated by reference to exhibit
number 3.1 in Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.)
3.2 Certificate of Merger of Loral CyberStar, Inc. into Loral Orion
Services, Inc. (Incorporated by reference to exhibit number 3.2 in
Annual Report on Form 10-K for the fiscal year ended December 31,
2000.)
3.3 Merger Agreement between Loral CyberStar, Inc. and Loral Orion
Services, Inc. (Incorporated by reference to exhibit number 3.3 in
Annual Report on Form 10-K for the fiscal year ended December 31,
2000.)
3.4 Amended and Restated Certificate of Incorporation of the Company.
(Incorporated by reference to exhibit number 3.4 in Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.)
3.5 Amended and Restated Certificate of Incorporation of the Company.
(Incorporated by reference to exhibit number 3.5 in Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.)
4.1 Form of Senior Note Indenture and Form of Note included therein.
(Incorporated by reference to exhibit number 4.1 to Registration
Statement No. 333-19167 on Form S-1.)
4.1.1 Supplemental Indenture, dated as of December 21, 2001, to the Senior
Note Indenture, dated January 31, 1997. (Incorporated by reference
to exhibit number 99.7 to Current Report on Form 8-K filed on
January 7, 2002.)
4.2 Form of Senior Discount Note Indenture and Form of Note included
therein. (Incorporated by reference to exhibit number 4.2 to
Registration Statement No. 333-19167 on Form S-1.)
4.2.1 Supplemental Indenture, dated as of December 21, 2001, to
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the Senior Note Indenture, dated January 31, 1997. (Incorporated by
reference to exhibit number 99.8 to Current Report on Form 8-K filed
on January 7, 2002.)
4.3 Form of Collateral Pledge and Security Agreement. (Incorporated by
reference to exhibit number 4.3 to Registration Statement No.
333-19167 on Form S-1.)
4.4 Indenture, dated as of December 21, 2001, by and among the Company,
certain of its subsidiaries and Bankers Trust Company, as Trustee.
(Incorporated by reference to exhibit number 99.5 to Current Report
on Form 8-K filed on January 7, 2002.)
10.1 Second Amended and Restated Purchase Agreement, dated September 26,
1991 ("Satellite Contract") by and between Loral Orion Services,
Inc. (formerly known as Orion Satellite Corporation) and British
Aerospace PLC and the First Amendment, dated as of September 15,
1992, Second Amendment, dated as of November 9, 1992, Third
Amendment, dated as of March 12, 1993, Fourth Amendment, dated as of
April 15, 1993, Fifth Amendment, dated as of September 22, 1993,
Sixth Amendment, dated as of April 6, 1994, Seventh Amendment, dated
as of August 9, 1994, Eighth Amendment, dated as of December 8,
1994, and Amendment No. 9 dated October 24, 1995, thereto.
[CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR PORTIONS OF THESE
DOCUMENTS.] (Incorporated by reference to exhibits number 10.13 and
10.14 in Registration Statement No. 33-80518 on Form S-1).
10.2 Restated Amendment No. 10, dated December 10, 1996, between Loral
Orion Services, Inc. and Matra Marconi Space to the Second Amended
and Restated Purchase Agreement, dated September 16, 1991 by and
between OrionServ and British Aerospace PLC (which contract and
prior exhibits thereto were incorporated by reference as exhibit
number 10.1). (Incorporated by reference to exhibit number 10.2 in
Registration Statement No. 333-19795 on Form S-4.)
10.3 Contract for a Satellite Control System, dated December 7, 1992, by
and between Loral Orion Services, Inc., Telespazio S.p.A. and Martin
Marietta Corporation. [CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR
PORTIONS OF THIS DOCUMENT.] (Incorporated by reference to exhibit
number 10.31 in Registration Statement No. 33-80518 on Form S-1.)
10.4 Restated Definitive Agreement, dated October 29, 1998, by and
between Orion and Republic of the Marshall Islands. [CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
DOCUMENT.](Incorporated by reference to exhibit number 10.12 in
Annual Report on Form 10-K for the fiscal year ended December 31,
1998.)
10.5 Orion 3 Spacecraft Purchase Contract, dated January 15, 1997, by and
among Hughes Space and Communications International, Inc., Loral
Orion Services, Inc. (by assignment from Loral Orion-Asia Pacific,
Inc., formerly known as Orion Asia Pacific Corporation) and Orion.
[CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR PORTIONS OF THIS
DOCUMENT.]. (Incorporated by reference to exhibit number 10.52 to
Registration Statement No. 333-19167 on Form S-1.)
10.6 Orion-Z Spacecraft Purchase Contract, dated May 15, 1998, by and
between Loral Orion Services, Inc. and Space Systems/Loral, Inc. and
Amendment No. 1 dated December 29, 1998. [CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT.](Incorporated by
reference to exhibit number 10.17 in Annual Report on Form 10-K for
the fiscal year ended December 31, 1998.)
10.7 Agreement, dated January 1, 1999, by and between Loral Orion
Services, Inc. and Loral Skynet. (Incorporated by reference to
exhibit number 10.18 in Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.)
10.8 Agreement, dated January 1, 1999, by and between Loral Orion
Services, Inc. and Loral Skynet. (Incorporated by reference to
exhibit number 10.19 in Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.)
10.9 Lease Agreement, dated as of August 18, 1999, by and between Loral
Asia Pacific Satellite (HK) Limited and APT Satellite Company
Limited. (Incorporated by reference to exhibit number 99.1 to
Current Report on Form 8-K filed on August 23, 1999.)
10.10 Lock-up Agreement, dated as of October 15, 2001, by and among the
Company, Loral Space & Communications Ltd., Loral SpaceCom
Corporation and certain holders of the Company's 11 1/4% Senior
Notes due 2007 and its 12 1/2% Senior Discount Notes due 2007.
(Incorporated by reference to exhibit number 10.1 to Current Report
on Form 8-K filed on November 16, 2001.)
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10.11 Asset Purchase Agreement, dated as of December 21, 2001, between the
Company and Loral CyberStar Data Services Corporation. (Incorporated
by reference to exhibit number 99.1 to Current Report on Form 8-K
filed on January 7, 2002.)
10.12 $29.7 million aggregate principal amount, 10% Subordinated Note due
2006, made by the Company and issued to Loral SpaceCom Corporation.
(Incorporated by reference to exhibit number 99.3 to Current Report
on Form 8-K filed on January 7, 2002.)
10.13 Subordinated Guaranty Agreement, dated as of December 21, 2001,
between Loral Space & Communications Ltd. and Loral SpaceCom
Corporation with respect to the 10% Subordinated Note due 2006.
(Incorporated by reference to exhibit number 99.4 to Current Report
on Form 8-K filed on January 7, 2002.)
10.14 Warrant Agreement, dated as of December 21, 2001, between Loral
Space & Communications Ltd. and The Bank of New York, as Warrant
Agent. (Incorporated by reference to exhibit number 99.6 to Current
Report on Form 8-K filed on January 7, 2002.)
10.15 Guaranty Agreement, dated as of December 21, 2001, between Loral
Space & Communications Ltd. and Bankers Trust Company, as Trustee.
(Incorporated by reference to exhibit number 99.9 to Current Report
on Form 8-K filed on January 7, 2002.)
10.16 Apstar V Condosat Agreement dated as of December 10, 2002 between
APT Satellite Company Limited and Loral Orion, Inc. (Previously
filed with the Registrants Annual Report on Form 10-K for the fiscal
year ended December 31, 2002)
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+
+ 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: April 7, 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 Chairman of the Board April 7, 2004
- ------------------------------ and Chief Executive Officer
Bernard L. Schwartz
/s/ ERIC J. ZAHLER Director and Executive Vice President April 7, 2004
- ------------------------
Eric J. Zahler
/s/ AVI KATZ Director, Vice President and Secretary April 7, 2004
- ------------------
Avi Katz
/s/ GEORGE BAKER Director April 7, 2004
- --------------------
George Baker
/s/ DANIEL HIRSCH Director April 7, 2004
- -----------------------
Daniel Hirsch
Senior Vice President and April 7, 2004
/s/ RICHARD J. TOWNSEND Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
Richard J. Townsend
/s/ HARVEY B. REIN Vice President and Controller April 7, 2004
- ------------------------ (Principal Accounting Officer)
Harvey B. Rein
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