1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 1999
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 13, 1999, Orbital Sciences Corporation ("Orbital" or the
"Company") received the response (the "Response Letter") of its former auditors,
KPMG LLP ("KPMG"), to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 29, 1999. The Response Letter, which
KPMG was required to deliver to the Company pursuant to Item 304(a)(3) of
Regulation S-K, is attached as Exhibit 16.1 hereto.
The Company disagrees with a number of the statements made by KPMG in
its Response Letter. Of particular significance:
- The Company believes its Form 8-K correctly summarizes the
Company's restatement of its quarterly financial statements for the
first three quarters of 1998. The Company believed that its
interpretation and application of accounting standards in its quarterly
financial statements as originally filed were reasonable. Nevertheless,
the Company accepted KPMG's interpretation of complex accounting
standards and agreed to the restatement proposed by KPMG.
- The Company believes that KPMG's characterizations and
enumerations of the fourth quarter adjustments proposed in the course
of its audit are unnecessary. Any audit involves adjustments proposed
by an auditor that are then discussed with its client. Based on
additional analyses of facts by the client and the auditor, the auditor
may then modify its proposed adjustments or not. That was the process
engaged in by Orbital and KPMG. What is significant is that (1) in
Orbital's audited financial statements, all adjustments finally
proposed by KPMG were recorded by the Company and (2) as indicated in
KPMG's unqualified opinion, the Company's financial statements for the
year ended December 31, 1998 complied with GAAP and contained all
appropriate disclosures.
- The Company continues to disagree with KPMG's assertions
with respect to alleged material weaknesses. What is significant
is that Orbital's new auditors, PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), have been given full authorization by the
Company to speak with KPMG, and have done so.
3
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.
ORBITAL SCIENCES CORPORATION
Date: May 14, 1999 By: /s/ Jeffrey V. Pirone
----------------------------
Jeffrey V. Pirone
Executive Vice President and
Chief Financial Officer
4
EXHIBITS
The following exhibit is filed as part of this report.
Exhibit No. Description
- ----------- -----------
16.1 Letter regarding change in
certifying accountant