1
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): August 15, 1997
------------------------
ORBITAL SCIENCES CORPORATION
DELAWARE 0-18287 06-1209561
(State of incorporation) (Commission File Number) (I.R.S. Employer I.D. No.)
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166
(703) 406-5000
(Address and telephone number
of principal executive offices)
2
Item 2. Acquisition or Disposition of Assets
On August 15, 1997 (the "Closing Date"), pursuant to the Asset Acquisition
Agreement (the "Agreement") dated as of July 11, 1997 between Orbital Sciences
Corporation ("Orbital") and CTA INCORPORATED ("CTA"), Orbital completed the
acquisition (the "Acquisition") from CTA of substantially all the assets
(including all the outstanding capital stock of CTA's direct and indirect
subsidiaries Engineering Technologies, Inc., CTA Commercial Systems, Inc., CTA
Space Systems, Inc., CTA International Services, Inc., CTA International, Inc.
and CTA International Asia, Ltd.), pertaining to, and assumed certain
liabilities of, CTA's satellite manufacturing and communications services
business (the "Business"). The assets acquired directly or held by the
acquired subsidiaries consist principally of rights under customer contracts
and real estate leases, equipment, patent and trademark applications and other
intellectual property. CTA retained $6,000,000 of accounts receivable related
to the Business. Orbital has hired all CTA's employees who were employed in
connection with the Business. The negotiated consideration provided to CTA by
Orbital included (i) $6,962,500 in cash (subject to certain post-closing
adjustments for which $3,000,000 was held back by Orbital pending calculation
of the net tangible assets and $2,037,500 was held back by Orbital pending
satisfaction by CTA of a closing condition), (ii) the payment of $27,000,000 to
certain of CTA's lenders, (iii) the assumption of certain specified liabilities
of CTA, including obligations under customer contracts and real estate leases,
and accounts payable, and (iv) the right to receive additional, contingent
payments during the five years following the Closing Date in the form of (a)
royalties from $500,000 to $3,000,000 per sale of lightweight geosynchronous
orbit communications satellites after at least five such satellites have been
sold, and (b) 3% of cumulative revenues in excess of $50,000,000 accrued during
such period from the acquired terrestrial wireless data communications service.
Orbital funded the Acquisition with (i) borrowings under the Second Amended
and Restated Credit and Reimbursement Agreement dated as of August 5, 1997
among Orbital, Magellan Corporation and the banks listed therein.
Orbital presently intends to use the assets acquired in the Acquisition to
continue conducting the Business.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
The required financial statements will be filed by amendment within 60
days following the date this report was required to be filed.
(b) Pro Forma Financial Information.
The required pro forma financial information will be filed by
amendment within 60 days following the date this report was required to be
filed.
2
3
(c) Exhibits.
The following exhibit is filed with this report:
2. Asset Acquisition Agreement dated as of July 11, 1997 between
CTA and Orbital.
3
4
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 thereunto duly authorized.
ORBITAL SCIENCES CORPORATION
Date: August 29, 1997 By: /s/Jeffrey V. Pirone
---------------------------------
Jeffrey V. Pirone
Senior Vice President and
Chief Financial Officer
4
5
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2 Asset Acquisition Agreement dated as of July
11, 1997 between CTA and Orbital (transmitted herewith)
5