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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2000
ORBITAL IMAGING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 333-49583 54-1660268
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(State or other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
21700 Atlantic Boulevard
Dulles, Virginia 20166
(703) 406-5800
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(Address and Telephone Number of Principal Executive Offices)
N/A
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(Former Name or Former Address, if Changed since Last Report)
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ITEM 5. OTHER EVENTS
RECENT DEVELOPMENTS
Contractual Developments.
On June 29, 2000, we terminated our amended stock purchase agreement with
Orbital Sciences Corporation ("Orbital"). Under the amended stock purchase
agreement, Orbital was required to purchase up to 1.25 million shares of our
common stock at $10 per share in minimum $5 million increments subject to
certain cash level thresholds (and up to 2.5 million shares of common stock in
the event of certain OrbView-3 and -4 launch delays). The agreement also
provided for a dollar-for-dollar reduction in Orbital's investment commitment to
the extent we raised additional debt or equity capital.
On June 29, 2000 we also entered into an amendment of our satellite
procurement agreement with Orbital, requiring Orbital to refund $20 million we
previously paid under the agreement on January 31, 2001. Orbital will reinvoice
us for this amount on the earlier of nine months after the launch of OrbView-4
or six months after the launch of OrbView-3, but in no event earlier than
November 30, 2001. The refund would not be reduced if we raise additional
capital. The amended procurement agreement also requires Orbital to pay us a
cash penalty of $2.5 million if OrbView-4 is not launched by May 31, 2001, and
an additional $2.5 million cash penalty if neither OrbView-3 nor OrbView-4 is
launched by July 31, 2001. The amendment also deletes a provision in the
procurement agreement that reduced the agreement's contract value to Orbital by
up to $5 million in the event of certain OrbView-3 and -4 launch delays.
Contemporaneously with the transactions described above, we also entered
into an agreement with Orbital under which Orbital has agreed to broker a
renegotiation of our RadarSat-2 license agreement with MacDonald, Dettweiler &
Associates, Ltd., Orbital's Canadian subsidiary ("MDA"), which may result in a
reduction in our RadarSat-2 license fee and system operation payments to MDA in
exchange for a reduction in our current worldwide exclusive distribution
territory. If we successfully renegotiate the terms of the RadarSat-2 license,
then Orbital's obligation to refund us $20 million under the amended procurement
agreement (described above) would terminate.
RadarSat-2 Developments.
MDA recently announced that the launch of the RadarSat-2 satellite has
been delayed from late 2002 until 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: July 13, 2000 ORBITAL IMAGING CORPORATION
By: /s/ Gilbert D. Rye
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Gilbert D. Rye, President
and Chief Executive Officer
By: /s/ Armand D. Mancini
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Armand D. Mancini, Vice President
and Chief Financial Officer
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