Registration No. 333-_____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON,
D.C. 20549



FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933



ORBIT INTERNATIONAL CORP. (Exact Name of Registrant as
Specified in Its Charter)



DELAWARE 11-1826363 (State or Other Jurisdiction of (I.R.S.
Employer Identification
Number) Incorporation or Organization)



80 CABOT COURT, HAUPPAUGE, NEW YORK 11788 (Address of Principal
Executive
Offices, Including Zip Code)



ORBIT INTERNATIONAL CORP. 1995 EMPLOYEE STOCK OPTION PLAN ORBIT
INTERNATIONAL CORP. 2000 EMPLOYEE STOCK OPTION PLAN AND ORBIT
INTERNATIONAL CORP. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS (Full Title of the Plan)



DENNIS SUNSHINE PRESIDENT AND CHIEF EXECUTIVE OFFICER ORBIT
INTERNATIONAL CORP. 80 CABOT COURT, HAUPPAUGE, NEW YORK 11788
(Name and Address of Agent For Service)



631-435-8300 (Telephone Number, Including Area Code, of Agent
For Service)



A copy of all communications, including communications sent to
the agent for service should be
sent to: ELLIOT H. LUTZKER, ESQ. SNOW BECKER KRAUSS P.C. 605
THIRD
AVENUE NEW YORK, NEW YORK 10158-0125 (212) 687-3860
S:\DLB\ORBIT INT. CORP\FORM S-8\FORM S-8#3 9-12-01.DOC
CALCULATION
OF REGISTRATION FEE
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED
MAXIMUMAGGREGATE OFFERING PRICE AMOUNT OF EACH CLASS
REGISTERED PRICE PER OF UNIT REGISTRATION FEE SECURITIES TO BE
REGISTERED Common 99,203(1)(4) $1.85(6) $183,525.55 $45.89
Stock, $.10 par value
Common 1,797(1)(4) $3.00(7) $5,391.00 $1.35 Stock, $.10 par
value Common
63,000(1)(4) $1.97(7) $124,110 $31.03 Stock, $.10 par value
Common 36,000(1)(4)
$0.94(7) $33,840.00 $8.46 Stock, $.10 par value Common
29,321(2)(4)(5) $1.85(6)
$54,243.85 $13.57(9) Stock, $.10 par value Common
98,203(2)(4)(5) $3.00(7)(8)
$294,609.00 $73.66(9) Stock, $.10 par value Common
266,994(2)(4)(5)
$3.75(7)(8)$1,001,227.50 $250.31(9) Stock, $.10 par value
Common 62,159(2)(4)(5)
$2.43(7)(8) $151,046.37 $ 37.77(9) Stock, $.10 par value Common
3,333(2)(4)(5)
$5.43(7)(8) $18,098.19 $4.53(9) Stock, $.10 par value Common
2,332(2)(4)(5) $7.32(7)(8)
$17,070.24 $4.27(9) Stock, $.10 par value Common
16,830(2)(4)(5) $5.07(7)(8)
$85,328.10 $21.34(9) Stock, $.10 par value Common
1,666(2)(4)(5) $4.68(7)(8) $7,796.88
$1.95(9) Stock, $.10 par value Common 19,162(2)(4)(5)
$2.52(7)(8) $48,288.24 $12.08(9)
Stock, $.10 par value Common 9,661(3)(5) $3.06(7) $29,562.66
$7.39(9) Stock, $.10 par
value Common 40,339(3)(5) $1.85(6) $74,627.00 $18.66(9) Stock,
$.10 par value

Total $86.73
(1) Represents an aggregate of 200,000 stock options granted or
to be granted pursuant to the
2000 Employee Stock Option Plan of Orbit International Corp.
(2) Represents an aggregate of
500,000 stock options granted or to be granted pursuant to the
1995 Employee Stock Option
Plan of Orbit International Corp. (3) Represents an aggregate
of 50,000 stock options granted
or to be granted pursuant to the 1995 Non-Employee Director
Plan. (4) Pursuant to Rule 416,
includes an indeterminable number of shares of common stock
which may become issuable
pursuant to the anti-dilution provisions of the 1995 Employee
Stock Option Plan and 2000
Employee Stock Option Plan. (5) All share numbers reflect the
one-for-three reverse stock
split, effected by the Registrant on October 4, 1999. (6)
Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(1) and
Rule 457(c) based upon the
average of the high and low sales prices of the Registrant's
Common Stock, as reported on the
Nasdaq SmallCap Market on September 4, 2001. PART I INFORMATION
REQUIRED IN
THE SECTION 10(A) PROSPECTUS The document(s) containing
information specified by
Part I of this Form S-8 registration statement has been or will
be sent or given to participants in
the 1995 Employee Stock Option Plan, the 2000 Employee Stock
Option Plan and the 1995
Stock Option Plan for Non-Employee Directors, together referred
to as the "Plans", as
specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission under the
Securities Act of 1933. Such document(s) are not being filed
with the Commission but
constitute (along with the documents incorporated by reference
into the registration statement
pursuant to Item 3 of Part II hereof) a prospectus that meets
the requirements of Section 10(a)
of the Securities Act of 1933. EXPLANATORY NOTE This
registration statement includes the
registration of an aggregate of 750,000 securities issued or to
be issued upon the exercise of
options, granted or to be granted, pursuant to the Plans, in
which 500,000 (1) o f these
____________________ 1 Reflects the one-for-three reverse stock
split effected by Orbit on
October 4, 1999. securities have previously been registered
pursuant to Orbit's 1995 Employee
Stock Option Plan and 50,0001 of these securities here
previously been registered pursuant to
Orbit's 1995 Stock Option Plan for Non-Employee Directors under
Orbit's registration
statement on Form S-8, filed on April 28, 1997 (SEC File
Number: 333- 78053). Accordingly,
Orbit's April 28, 1997 registration statement on Form S-8 is
incorporated herein by reference
pursuant to Rule 429 under the Securities Act of 1933. This
registration statement includes a
form of prospectus, prepared in accordance with the
requirements of Part I of Form S-3,
which, pursuant to General Instruction C of Form S-8, may be
used by certain persons,
including officers and directors of Orbit International Corp.,
who are deemed to be affiliates of
Orbit International Corp., as that term is defined in Rule 405
under the Securities Act of 1933,
as well as by non-affiliates holding restricted securities, as
that term is defined in Rule 144 under
the Securities Act of 1933, in connection with the reoffer and
resale of shares of common stock
received by such persons pursuant to the exercise of options
granted under the Plans, which
securities are being registered hereunder. ORBIT INTERNATIONAL
CORP. COMMON
STOCK (Par Value $0.10 Per Share) UNDER THE ORBIT INTERNATIONAL
CORP.
1995 EMPLOYEE STOCK OPTION PLAN ORBIT INTERNATIONAL CORP. 2000
EMPLOYEE STOCK OPTION PLAN AND ORBIT INTERNATIONAL CORP. 1995
STOCK OPTION PLAN FOR NON- EMPLOYEE DIRECTORS This prospectus
relates to
the reoffer and resale of shares of common stock, par value
$0.10 per share, of Orbit
International Corp., a Delaware corporation, that have been or
will be acquired by certain
persons, including our officers and directors, who are deemed
to be our affiliates (collectively
referred to as the "selling security-holders"), as that term is
defined in Rule 405 under the
Securities Act of 1933, that are issuable upon the exercise of
options granted pursuant to our
1995 Employee Stock Option Plan, the 2000 Employee Stock Option
Plan and our 1995
Stock Option Plan for Non-Employee Directors, together referred
to as the "Plans". This
prospectus may also be used by non-affiliates of Orbit to
reoffer or resell restricted securities,
as that term is defined in Rule 144 under the Securities Act of
1933, issued upon the exercise of
options granted under the Plans. Our common stock is quoted on
the Nasdaq SmallCap
Market under the symbol "ORBT." The shares covered by this
prospectus may be offered and
sold from time to time directly by the selling security-holders
of shares issued upon the exercise
of the options granted pursuant to the Plans or through brokers
on the Nasdaq SmallCap
Market, or otherwise, at the prices prevailing at the time of
such sales. The net proceeds to the
selling security-holders will be the proceeds received by them
upon such sales, less brokerage
commissions, if any. We will pay all expenses of preparing and
reproducing this prospectus, but
will not receive any of the proceeds from sales by any of the
selling security-holders. The selling
security-holders and any broker-dealers, agents, or
underwriters through whom the shares are
sold, may be deemed "underwriters" within the meaning of the
Securities Act of 1933 with
respect to securities offered by them, and any profits realized
or commissions received by them
may be deemed underwriting compensation. See "Plan of
Distribution." THESE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE SHARES OFFERED HEREBY INVOLVE A
SUBSTANTIAL DEGREE OF RISK. SEE "RISK FACTORS on page 3 of this
prospectus."
No person is authorized to give any information or to make any
representations other than those
contained in this prospectus in connection with any offer to
sell or sale of the securities to which
this prospectus relates, and if given or made, such information
or representations must not be
relied upon as having been authorized. Neither the deliver of
this prospectus nor any sale made
hereunder shall, under any circumstances, imply that there has
been no change in the facts herein
set forth since the date hereof. This prospectus is not an
offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
This prospectus also amends Orbit's prospectus dated April 28,
1997. THE DATE OF THIS
PROSPECTUS IS SEPTEMBER 14, 2001 TABLE OF CONTENTS PAGE FORWARD
LOOKING
STATEMENTS.....................................................
 ................................................. 3
SUMMARY
INFORMATION....................................................
 ...............................................................
 .
 .. 3 RISK
FACTORS........................................................
 ...............................................................
 .......
 ............. 3 Many of our competitors possess financial
resources significantly greater than us and
accordingly, could initiate and support prolonged price
competition to gain market share.
 ...............................................................
 .............................................. 4 We are having
difficulties in procuring contracts because of a reduction in
the level of industry-wide funding and
pricing
pressures......................................................
 .......... 4 We are heavily dependent upon
the continuance of military spending.
 .................................. 4 We are dependent on
certain of
our customers and we do not have any long-term contract with
these
customers......................................................
 ................................... 5 We are dependent
upon our senior executive officers and key personnel for the
operation of our business.
 ...............................................................
 ............................... 5 We may have difficulty
procuring certain raw materials on terms satisfactory to
us...................... 5 The market value
and liquidity of our securities will be adversely affected if
we are delisted from Nasdaq.
 ...............................................................
 .................................... 5 As a Delaware
corporation
we are prohibited from engaging in business combinations which
could potentially limit the price
investors will be willing to pay for our
securities............... 6 The market for our common stock
is highly volatile.
 ........................................................... 6
USE OF
PROCEEDS.......................................................
 ...............................................................
 ......
 .......... 6 SELLING SECURITY-
HOLDERS........................................................
 ........................................................ 6 PLAN
OF
DISTRIBUTION...................................................
 ...............................................................
 ...
 ...... 8 DESCRIPTION OF SECURITIES TO BE
REGISITERED....................................................
 ..................... 8 INCORPORATION OF
CERTAIN INFORMATION BY
REFERENCE.....................................................
9
AVAILABLE
INFORMATION....................................................
 ...............................................................
 .
 . 9 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT
LIABILITIES....................................................
 ..............................................................
10
FORWARD-LOOKING STATEMENTS Certain statements included or
incorporated by
reference into this prospectus constitute "forward-looking
statements" within the meaning of
such term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve
known and unknown risks,
uncertainties and other factors that could cause our actual
financial or operating results to be
materially different from the historical results or from any
future results expressed or implied by
such forward-looking statements. Such forward looking
statements are based on our best
estimates of future results, performance or achievements, based
on current conditions and our
most recent results. In addition to statements which explicitly
describe such risks and
uncertainties, readers are urged to consider statements labeled
with the terms "may", "will",
potential", "opportunity", "believes", "belief", "expects",
"intends", "estimates", "anticipates" or
"plans" to be uncertain and forward-looking. The forward-
looking statements contained herein
are also subject generally to other risks and uncertainties
that are described from time to time in
our reports and registration statements filed with the
Securities and Exchange Commission.
SUMMARY INFORMATION The following summary is qualified in its
entirety by reference
to the more detailed information appearing elsewhere in this
prospectus or incorporated herein
by reference. Each prospective investor is urged to read this
prospectus and the documents
incorporated herein by reference in their entirety. Investment
in the securities offered hereby
involves a high degree of risk. See "Risk Factors." Orbit
International Corp. was incorporated
under the laws of the State of New York on April 4, 1957 as
Orbit Instrument Corp. In
December 1986, our state of incorporation was changed from New
York to Delaware and in
July 1991, our name was changed to Orbit International Corp. We
conduct our operations
through our Orbit Instrument Division and our wholly-owned
subsidiary, Behlman Electronics,
Inc. Through our Orbit Instrument Division, which includes our
wholly-owned subsidiary, Orbit
Instrument of California, Inc., we are engaged in the design,
manufacture and sale of customized
electronic components and subsystems. Behlman Electronics, Inc.
is engaged in the design and
manufacture of distortion free commercial power units, power
conversion devices and electronic
devices for measurement and display. This prospectus relates to
the reoffer and resale of shares
of our common stock, par value $0.10 per share, by certain
persons (referred to as "selling
security-holders"), including our officers and directors, who
are deemed to be affiliates of Orbit,
as well as by non-affiliates of Orbit holding restricted
securities, as that term is defined in Rule
144 under the Securities Act of 1933, that are issuable upon
the exercise of the options granted
pursuant to our 1995 Employee Stock Option Plan, 2000 Employee
Stock Option Plan and
1995 Stock Option Plan for Non-Employee Directors, together
referred to as the "Plans". Up
to a maximum of 500,000 shares of our common stock may be
offered and sold by selling
security-holders pursuant to our 1995 Employee Stock Option
Plan, up to a maximum of
200,000 shares of our common stock may be offered and sold by
selling security-holders
pursuant to our 2000 Employee Stock Option Plan and up to a
maximum of 50,000 shares of
our common stock may be offered and sold by selling security-
holders pursuant to our 1995
Stock Option Plan for Non-Employee Directors. We will not
receive any proceeds from the
sale of the shares sold by the selling security-holders. In
this prospectus we refer to Orbit
International Corp. as "Orbit", "we", "us" or "our". Our
executive offices are located at 80
Cabot Court, Hauppauge, New York 11788 and our telephone number
is 631-435-8300.
RISK FACTORS This prospectus contains certain forward-looking
statements within the
meaning of the Private Securities Litigation Reform Act of
1995. Actual results could differ
materially from those projected in the forward-looking
statements as a result of certain
uncertainties set forth below and elsewhere in this prospectus.
An investment in the shares is
highly speculative and involves a high degree of risk.
Prospective investors, prior to making an
investment decision, should carefully consider the following
risk factors, in addition to the other
information set forth in this prospectus, in connection with an
investment in the shares offered
hereby. MANY OF OUR COMPETITORS POSSESS FINANCIAL RESOURCES
SIGNIFICANTLY GREATER THAN US AND ACCORDINGLY, COULD INITIATE
AND SUPPORT PROLONGED PRICE COMPETITION TO GAIN MARKET SHARE.
Many of our competitors are well established , have reputations
for success in the development
and sale of their products and services and have significantly
greater financial, marketing,
distribution, personnel and other resources than us, thereby
permitting them to implement
extensive advertising and promotional campaigns, both in
general and in response to efforts by
additional competitors to enter into new markets and introduce
new products and services. The
electronics industry is characterized by frequent introduction
of new products and services, and
is subject to changing consumer preferences and industry
trends, which may adversely affect our
ability to plan for future design, development and marketing of
our products and services. The
markets for electronic products, components and related
services are also characterized by
rapidly changing technology and evolving industry standards,
often resulting in product
obsolescence or short product life cycles. We are constantly
required to expend more sums into
research and development of new technologies. We believe that
the electronics segment's
competitive position within the electronics industry is
predicated upon the Orbit Instrument
Division's manufacturing techniques, our ability to design and
manufacture products which will
meet the specific needs of our customers and our long-standing
relationships with our major
customers. There are numerous companies, many of which have
greater resources than us,
capable of producing substantially all of our products.
However, to our knowledge, none of
such competitors currently produce all of the products that the
electronics segment produces.
Competition in the markets for the power unit segment's
commercial and military products
depends on such factors as price, product reliability and
performance, engineering and
production. In particular, due primarily to budgetary
restraints and program cutbacks,
competition has been increasingly severe and price has
generally become the major overriding
factor in contract and subcontract awards. There can be no
assurance of our ability to compete
effectively. WE ARE HAVING DIFFICULTIES IN PROCURING CONTRACTS
BECAUSE OF A REDUCTION IN THE LEVEL OF INDUSTRY-WIDE FUNDING
AND
PRICING PRESSURES. We continue to pursue many business
opportunities, including
programs in which we have previously participated but, due to
industry-wide funding and pricing
pressures, we have encountered delays in the awards of these
contracts. We continue to seek
new contracts which require incurring up-front design,
engineering, prototype and pre-
production costs. While we are attempting to negotiate contract
awards for reimbursement of
product development, there is no assurance that sufficient
monies will be set aside by our
customers, including the U.S. Government, for such effort. In
addition, even if the U.S.
Government agrees to reimburse development costs, there is
still a significant risk of cost
overrun which may not be reimbursable. Furthermore, once we
have completed the design and
pre-production stage, there is no assurance that funding will
be provided for future production.
A significant amount of our contracts are subject to
termination at the convenience of the U.S.
Government. Orders under U.S. Government prime contracts or
subcontracts are customarily
subject to termination at the convenience of the U.S.
Government, in which event the contractor
is normally entitled to reimbursement for allowable costs and a
reasonable allowance for profits,
unless the termination of a contract was due to a default on
the part of the contractor. WE ARE
HEAVILY DEPENDENT UPON THE CONTINUANCE OF MILITARY SPENDING. A
significant amount of all the products we manufacture are used
in military applications.
Accordingly, any substantial reduction in overall military
spending by the U.S. Government
could have a material adverse effect on our sales and earnings.
World events have led the U.S.
Government to reevaluate the level of military spending
necessary for national security. We are
heavily dependent upon military spending, particularly on the
Department of the Navy, as a
source of revenues and income. The U.S. Navy fleet has been
significantly reduced in the past
several years thereby impacting the procurement of equipment.
Any further reductions in the
level of military spending by the U.S. Government and/or
further reductions to the Navy fleet
could have a negative impact on our future revenues and
earnings. WE ARE DEPENDENT
ON CERTAIN OF OUR CUSTOMERS AND WE DO NOT HAVE ANY LONG TERM
CONTRACTS WITH THESE CUSTOMERS. Various agencies of the U.S.
Government and
Lockheed Martin Corp. accounted for approximately 25% and 16%,
respectively, of our net
sales for the year ended December 31, 2000. Lockheed Martin
Corp., various agencies of the
U.S. Government and Raytheon, accounted for approximately 28%,
27% and 18%,
respectively, of the net sales of our electronics segment for
the year ended December 31, 2000.
The U.S. Government accounted for approximately 21% of the net
sales of our power units
segment for the year ended December 31, 2000. We do not have
any significant long-term
contracts with any of the above-mentioned customers. The loss
of any of these customers
would have a material adverse effect on our net sales and
earnings. Due to major consolidations
in the defense industry, it has become more difficult to avoid
dependence on certain customers
for revenue and income. WE ARE DEPENDENT UPON OUR SENIOR
EXECUTIVE
OFFICERS AND KEY PERSONNEL FOR THE OPERATION OF OUR BUSINESS.
We
are dependent for the operation of our business on the
experience, technology knowledge,
abilities and continued services of our officers, Dennis
Sunshine, President and Chief Executive
Officer, Bruce Reissman, Executive Vice President and Chief
Operating Officer and Mitchell
Binder, Vice President-Finance and Chief Financial Officer. The
loss of services of any of such
persons would have a material adverse effect upon our business
and/or our prospects. Our
future success is dependent upon, among other things, the
successful recruitment and retention
of key personnel including executive officers, for sales,
marketing, finance and operations. We
face significant competition for skilled and technical talent.
No assurance can be made that we
will be successful in attracting and retaining such personnel.
If we are unable to retain existing
key employees or hire new employees upon acceptable terms when
necessary, our business
could potentially be adversely effected. WE MAY HAVE DIFFICULTY
PROCURING
CERTAIN RAW MATERIALS ON TERMS SATISFACTORY TO US. We use
multiple
sources for our procurement of raw materials and we are not
dependent on any suppliers for
such procurement. Occasionally, however, in the production of
certain military units, we will be
faced with procuring certain components that are either
obsolete or difficult to procure.
Although we believe that with our access to worldwide brokers
using the Internet we can obtain
the necessary components, there can be no assurance that such
components will be available,
and even if so, at reasonable prices. THE MARKET VALUE AND
LIQUIDITY OF OUR
SECURITIES WILL BE ADVERSELY AFFECTED IF WE ARE DELISTED FROM
NASDAQ. On January 5, 2001, we were advised by The Nasdaq Stock
Market, Inc. that our
common stock has failed to maintain a minimum bid price of
$1.00 over the last 30 consecutive
trading days as required by The Nasdaq SmallCap Market under
Marketplace Rule 4310(c)(4)
(the "Rule"). As of April 3, 2001, our common stock
consecutively maintained a minimum bid
price of over $1.00 from March 8, 2001 and Nasdaq advised us
that we were in compliance
with the Rule. However, there can be no assurance of our
ability to continue to comply with
Nasdaq's qualification requirements. Any delisting of our
securities from Nasdaq could cause a
steep decline in the market value of our securities and
adversely affect the liquidity of our
securities. In the event our securities are delisted from
Nasdaq, our common stock will be
subject to Rule 15g-9 promulgated under the Exchange Act of
1934, which imposes various
sales practice requirements on broker-dealers who sell
securities governed by Rule 15g-9 to
persons other than established customers and accredited
investors (generally institutions with
assets in excess of $3,000,000 or individuals with a net worth
in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their
spouse). For transactions
covered by Rule 15g-9, the broker-dealer must make a special
suitability determination for the
purchaser and have received the purchaser's written consent to
the transaction prior to sale.
Consequently, Rule 15g-9 may have an adverse effect on the
ability of broker-dealers to sell
our securities and may affect the ability of the selling
security holders to sell our securities in the
secondary market and otherwise affect the trading market in the
common stock. AS A
DELAWARE CORPORATION WE ARE PROHIBITED FROM ENGAGING IN
BUSINESS COMBINATIONS WHICH COULD POTENTIALLY LIMIT THE PRICE
INVESTORS WILL BE WILLING TO PAY FOR OUR SECURITIES. We are
subject to
the provisions of Section 203 of the General Corporation Law of
Delaware. In general, Section
203 provides, with certain exceptions, that a Delaware
corporation may not engage in any of a
broad range of "business combinations" with an "interested
stockholder" for a period of three
years from the date that such person became an interested
stockholder unless: (i) the transaction
resulting in a person's becoming an interested stockholder, or
the business combination is
approved by the board of directors of the corporation before
the person becomes an interested
stockholder; (ii) the interested stockholder acquires at least
85% or more of the outstanding
voting stock of the corporation (excluding shares held by
persons who are both officers and
directors of the corporation, and shares held by certain
employee stock ownership plans); or
(iii) the business combination is approved by the corporations'
board of directors and by
holders of at least 66 2/3% of the corporation's outstanding
voting stock at an annual or special
meeting, excluding shares owned by the interested stockholder.
A "business combination"
includes mergers, asset sales, and other transactions resulting
in a financial benefit to the
interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person
who, together with affiliates and associates, owns, or within
the previous three years did own,
15% or more of the corporation's voting stock. This provision
of the Delaware law could delay
and make more difficult a business combination even if the
business combination could be
beneficial, in the short term, to the interests of the
stockholders. This provision of the Delaware
law could also limit the price certain investors might be
willing to pay in the future for our
securities. THE MARKET FOR OUR COMMON STOCK IS HIGHLY VOLATILE.
The
trading price of our common stock could be subject to wide
fluctuations in response to quarterly
variations in operating and financial results, announcements of
technological innovations or new
products by the Issuer or its competitors, changes in our
prices or our competitors' products
and services, as well as other events or factors. Statements or
changes in opinion, earnings
estimates made by brokerage firms or industry analysts relating
to the market in which we do
business or relating to Orbit could result in an immediate and
adverse effect on the market price
of our common stock. Statements by financial or industry
analysts may be expected to
contribute to volatility in the market price of our common
stock. In addition, the stock market
has from time to time experienced extreme price and volume
fluctuations which have particularly
affected the market price for the securities of many companies,
similar to that of Orbit and
which often have been unrelated to the operating performance of
these particular companies.
These broad market fluctuations may adversely affect the market
price of our common stock.
USE OF PROCEEDS We will not receive any proceeds from the sale
of the shares of common
stock by the selling security- holders. All such proceeds will
be received by the selling security-
holders. SELLING SECURITY-HOLDERS The following table sets
forth (i) the name and
position(s) over the past three years with Orbit of each of the
selling security-holders, (ii) the
number of shares of common stock beneficially owned by each
selling security- holder as of
September 5, 2001; and (iii) the number of shares of common
stock available to be acquired by
each selling security-holder pursuant to the Plans, being
registered hereby, all of which shares
may be sold pursuant to this prospectus and (iv) the number and
percentage of shares
beneficially owned by each selling security-holder following
the sale of shares registered hereby.
When and if further information becomes available with respect
to the names of additional selling
security-holders or the amounts of securities to be acquired
pursuant to the Plans and sold by
the selling security-holders, such information will be included
in a prospectus supplement.
Percentage Selling Security-HolderShares Shares Owned of Shares
Owned Prior Shares
RegisteredFollowing Owned Followingthe Sale (10) to the Sale
(1)(2) the Sale (9) Dennis
Sunshine,President, ChiefExecutive Officerand Director
423,379(3) 91,666 331,713 13.3%
Bruce Reissman,Executive VicePresident, ChiefOperating
Officerand Director 316,871(4)
86,666 230,205 9.2% Mitchell BinderVice President/Finance,Chief
FinancialOfficer and
Director 98,398(5)166,6666,732 * Harlan SylvanTreasurer,
Secretaryand Controller
47,665(6)56,666999 * John Molloy 4,330(7) 3,664 666 * Bernard
Karcinell1,999(8) 1,999 0
---- Denis Feldman1,999(8) 1,999 0 ---- Mark Manno 2,697 1,999
698 *
* Represents less than 1% of the issued and outstanding common
stock. (1) Except as other
wise indicted, the persons named in the above table have the
sole voting and investment power
over the shares listed as beneficially owned by such persons.
Includes any securities that such
person has the right to acquire within sixty days pursuant to
options, warrants, conversion
privileges or other rights. (2) All share numbers reflect the
one-for-three reverse stock split
effected by Orbit on October 4, 1999. (3) Includes options to
purchase 91,666 shares of
common stock. Also includes 230,538 shares held by Mr.
Sunshine's wife and 1,000 shares
held in her IRA. (4) Includes options to purchase 86,666 shares
of common stock. (5) Includes
stock options to purchase 91,666 shares of common stock. Does
not include options to
purchase an aggregate of 75,000 shares of common stock granted
pursuant to the Plans. (6)
Includes stock options to purchase 46,666 shares of common
stock. Does not include options
to purchase 10,000 shares of common stock granted pursuant to
the 2000 Employee Stock
Option Plan. (7) Includes options to purchase 3,664 shares of
common stock. (8) Includes
options to purchase 1,999 shares of common stock. (9) This
number is an estimate based on
each selling security-holder's beneficial ownership as of
September 5, 2001. Since the shares of
common stock listed in the table above may be offered for sale
by the selling security-holders
from time to time, it cannot be ascertained the actual number
of shares of common stock owned
by each selling security-holder following the sale of the
shares. (10) This percentage is an
estimate based on 2,409,196 shares of common stock issued and
outstanding as of September
5, 2001. Since the shares of common stock listed in the table
above may be offered for sale by
the selling security-holders from time to time, it cannot be
ascertained the actual percentage of
shares of common stock owned by each selling security-holder
following the sale of the shares.
PLAN OF DISTRIBUTION The shares of common stock offered by this
prospectus may be
sold or transferred for value from time to time by the selling
security-holders or by pledgees,
donees, transferees or other successors in interest thereof, in
one or more transactions that may
take place on the Nasdaq SmallCap Market (or any successor
stock exchange), in negotiated
transactions or in a combination of such methods of sale, at
prevailing market prices at the time
of sale, prices related to prevailing market prices, or
negotiated prices. No underwriting
arrangements have been entered into by the selling security-
holders. The distribution of the
shares by the selling security-holders may be effected in one
or more transactions that may take
place in the over-the-counter market, including ordinary
broker's transactions, privately
negotiated transactions, or through sales to one or more
dealers for the resale of such shares as
principals. Underwriter's discounts and usual and customary or
specifically negotiated
brokerage fees or commissions may be paid by a selling
security-holder in connection with sales
of these shares. The selling security-holders and any broker-
dealers, agents, or underwriters
through whom the shares are sold, may be deemed "underwriters"
within the meaning of the
Securities Act of 1933 with respect to securities offered by
them, and any profits realized or
commissions received by them may be deemed underwriting
compensation. In order to comply
with certain state securities laws, if applicable, the shares
will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain
states, the shares may not be sold
unless such shares have been registered or qualified for sale
in such state or an exemption from
registration or qualification is available and is complied
with. Under applicable rules and
regulations under the Securities Exchange Act of 1934, any
person engaged in a distribution of
the shares may not simultaneously engage in market-making
activities with respect to such
shares for a period of one or five business days prior to the
commencement of such distribution.
In addition to, and without limiting, the foregoing, each of
the selling security-holders and any
other person participating in a distribution will be subject to
the applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder,
including, without limitation, Regulation M, which provisions
may limit the timing of purchases
and sales of any of the shares by the selling security-holders
or any such other person. All of the
foregoing may affect the marketability of the shares. We will
bear all expenses of the offering,
except that the selling security-holders will pay any
applicable brokerage fees or commissions
and transfer taxes. DESCRIPTION OF SECURITIES TO BE REGISTERED
The following
summary of the terms of our capital stock does not purport to
be complete and is qualified in its
entirety by reference to the applicable provisions of Delaware
law, our Certificate of
Incorporation and our By-Laws. As set forth in our Certificate
of Incorporation, as amended,
our authorized capital stock consists of 10,000,000 shares of
common stock, par value $.10
per share. The holders of common stock are entitled to one vote
for each share held of record
on all matters submitted to a vote of stockholders. The holders
of common stock are entitled to
receive ratably such dividends as are declared by our board of
directors out of funds legally
available therefor. In the event of our liquidation,
dissolution or winding up, holders of common
stock have the right to a ratable portion of assets remaining
after payment of liabilities. The
holders of common stock have no preemptive rights or rights to
convert their common stock
into any other securities and are not subject to future calls
or assessments by Orbit. All
outstanding shares of common stock are fully paid and non-
assessable. INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE The following documents
filed with the
Securities and Exchange Commission by Orbit, pursuant to the
Securities Exchange Act of
1934, as amended, are incorporated by reference in this
prospectus: (1) Orbit's Annual Report
on Form 10-KSB for the year ended December 31, 2000. (2)
Orbit's Quarterly Report on
Form 10-QSB for quarter ended June 30, 2001. (3) The
description of our common stock
contained in Orbit's Registration Statement on Form 10, filed
on August 28, 1969. All
documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the termination of
the offering, shall be deemed to be
incorporated by reference into this prospectus. A copy of any
and all of the information included
in documents (but not exhibits thereto except to the extent
exhibits have been incorporated in
such documents) that have been incorporated by reference in
this prospectus but which are not
delivered with this prospectus will be provided by us without
charge to any person to whom this
prospectus is delivered, upon the oral or written request of
such person. Such requests should
be directed to Orbit International Corp., 80 Cabot Court,
Hauppauge, New York 11788,
Attention: Secretary. Our telephone number is (631) 435-8300.
AVAILABLE
INFORMATION We have filed with the Securities and Exchange
Commission , 450 Fifth
Street, N.W., Washington, D.C. 20549, a registration statement
under the Securities Act of
1933 with respect to the offering and sale from time to time of
the shares in this prospectus. This
prospectus does not contain all the information set forth in
the registration statement and the
exhibits thereto, as permitted by the rules and regulations of
the Commission. For further
information, reference is made to the registration statement
and to the exhibits filed therewith.
Statements contained in this prospectus as to the contents of
any contract or other document
which has been filed or incorporated by reference as an exhibit
to the registration statement are
qualified in their entirety by reference to such exhibits for a
complete statement of their terms
and conditions. Additionally, we are subject to the
informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith,
we file reports, proxy
statements, and other information statements with the
Commission. Copies of such materials
may be inspected without charge at the offices of the
Commission, and copies of all or any part
thereof may be obtained from the Commission s public reference
facilities at 450 Fifth Street,
N.W., Washington D.C. 20549 or at the regional offices of the
Commission located at 7 World
Trade Center, New York, New York 10048 and 500 West Madison
Street, Suite 1400,
Chicago, Illinois 60661, upon payment of the fees prescribed by
the Commission. The
registration statement has been filed electronically with the
Commission. The Commission
maintains a web site that contains reports, proxy and
information statements and other
information regarding registrants that file electronically with
the Commission at
http://www.sec.gov. In addition, the common stock is quoted on
the Nasdaq National Market.
Reports and other information concerning Orbit may be inspected
at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES Insofar as indemnification for
liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Orbit,
the Securities and Exchange Commission has expressed its
opinion that such indemnification is
against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by
Orbit of expenses incurred or paid by a director, officer or
controlling person of Orbit in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or
controlling person in connection with the shares being
registered, Orbit will, unless in the opinion
of our counsel the matter has been settled by controlling
precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by us is against public policy
as expressed in the Securities Act of 1933 and we will be
governed by the final adjudication of
such issue. PART II INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The
following documents filed with the Securities and Exchange
Commission (the "Commission") by
Orbit International Corp., a Delaware corporation, pursuant to
the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration
statement: (1) The Registrant's Annual Report on Form 10-KSB
for the year ended December
31, 2000. (2) The Registrant's Quarterly Report on Form 10-QSB
for quarter ended June 30,
2001. (3) The description of the Registrant's common stock
contained in the Registrant's
Registration Statement on Form 10, filed on August 28, 1969.
All documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that
all securities offered have been sold
or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of
filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference
herein shall be deemed to be modified or superseded for
purposes of this registration statement
to the extent that a statement contained herein or in any other
subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this registration statement. ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS Delaware General
Corporation
Law (the "DGCL"), Section 102(b)(7), enables a corporation in
its original certificate of
incorporation, or an amendment thereto validly approved by
stockholders, to eliminate or limit
personal liability of a director to the corporation or its
stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the
liability of a director: (1) for any breach of the director's
duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct
or a knowing violation of law; (iii) for any unlawful payment
of dividends or stock purchase or
redemption under section 174 of DGCL; or (iv) for any
transaction from which the director
derived an improper personal benefit. Section (A) of Article 11
of our Certificate of
Incorporation, as amended, eliminates the liability of
directors to the extent permitted by Section
102(b)(7) of the DGCL. In addition, Section 145 of the DGCL
which provides that a
corporation may indemnify any person who was or is a party or
is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
right of the corporation) by reason
of the fact that the person is or was a director, officer,
employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of
another corporation or other enterprise, against expenses
(including attorneys' fees), judgments,
fines and amounts paid in settlement in actually and reasonably
incurred by the person in
connection with such action, suit or proceeding, if the person
acted in good faith and in a he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct
was unlawful. A similar standard is applicable in the case of
derivative actions, except that
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with
defense or settlement of such action, and no indemnification
shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the
corporation unless and only to the extent that the court
determines that such person is entitled to
indemnity despite the adjudication of liability. The statute
provided that it is not exclusive of
other indemnification that may be granted by a corporation's
by-laws, agreement, vote of
stockholders or disinterested directors or otherwise. Article
11 of our Certificate of
Incorporation provides for such indemnification of our
directors and officers as permitted by
Delaware law. In connection with the indemnification of our
directors and officers, Article 11 of
our Certificate of Incorporation provides in pertinent part as
follows: (i) Each person who was
or is made a party or is threatened to be made a party to or is
involved in any action, suit or
proceeding, other than an action by or in right of the
Corporation, by reason of the fact that he,
or a person of whom he is the legal representative, is or was a
director, officer, employee or
agent of the corporation or of another corporation or entity at
the request of the corporation,
including service with respect to employee benefit plans,
including a proceeding, the basis of
which alleged action is outside the scope of authority while
service as a director, officer,
employee or agent, shall be indemnified to the fullest extent
permitted by Delaware law, against
all expense, liability and loss (including attorneys' fees,
judgments, fines ERISA exercise taxes or
penalties and amounts paid in settlement) reasonably incurred
or suffered by such person and
such indemnification shall continue as to a person who has
ceased to be a director, officer,
employee or agent and shall inure to the benefit of his heirs,
executors and administrators;
provided, however, that except as provided in paragraph (ii)
below, the corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part
thereof) initiated by such person only if such proceeding was
authorized by the Board of
Directors of the corporation. (ii) If a claim under paragraph
(i) above is not paid in full by the
corporation within thirty days after a written claim has been
received by the corporation, the
claimant may at any time thereafter bring suit against the
corporation to recover the unpaid
amount of the claim, and if successful, in whole or in part,
the claimant shall be entitled to be
paid the expenses of prosecuting the claim. It shall be a
defense of any such action (other than
an action brought to enforce a claim for expenses incurred in
defending any proceeding in
advance of its final disposition where the required undertaking
has been tendered to the
corporation) that the claimant has not met the standards of
conduct which make it permissible
under Delaware law for the corporation to indemnify the
claimant, but the burden for proving
such defense shall be on the corporation. (iii) The right to
indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-laws,
agreement, vote of stockholders or
disinterested directors or otherwise. In addition, we maintain
a directors' and officers' liability
insurance policy. ITEM 8. EXHIBITS Exhibit Number Description
4.1(a) Orbit International
1995 Employee Stock Option Plan (incorporated by reference from
the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995).
4.1(b) Orbit International
2000 Employee Stock Option Plan (incorporated by reference from
the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 2000).
4.1(c) Orbit International
1995 Stock Option Plan for Non-Employee Directors (incorporated
by reference from the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995). 5.1
Opinion of Snow Becker Krauss P.C. 23.1 Consent of Snow Becker
Krauss P.C. (included in
Exhibit 5.1 hereto). 23.2 Consent of Goldstein Golub Kessler,
LLP. 24.1 Powers of attorney of
certain directors and officers of the Registrant. ITEM 9.
UNDERTAKINGS (a) The
undersigned registrant hereby undertakes: (1) To file, during
any period in which offers or sales
are being made, a post-effective amendment to this registration
statement: (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act
of 1933. (ii) To reflect in the
prospectus any facts or events which, individually or together,
represent a fundamental change in
the information in the registration statement. Notwithstanding
the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any deviation from the
low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a
20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration
Fee" table in the effective registration statement. (iii) To
include any additional or changed
material information on the plan of distribution. (2) For
determining liability under the Securities
Act of 1933, treat each post-effective amendment as a new
registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain
unsold at the end of the offering. (b) Insofar as
indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling
persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the
payment by the small business issuer of expenses incurred or
paid by a director, officer or
controlling person of the small business issuer in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the
securities being registered, the small business issuer will,
unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES Pursuant to the
requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in
the City of Hauppauge, State of New York, on September 13,
2001. ORBIT
INTERNATIONAL CORP. By: /s/ Dennis Sunshine__________ Dennis
Sunshine President
and Chief Executive Officer (Principal Executive Officer)
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been
signed by the following persons in
the capacities and on the date indicated.
/s/
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Exhibit 5.1 SNOW BECKER KRAUSS P.C. 605 Third Avenue New York,
New York l0l58
September 13, 2001 Orbit International Corp. 80 Cabot Court
Hauppauge, New York 11788
Re: Form S-8 Relating to Shares of Common Stock, Par Value $.10
Per Share, of Orbit
International Corp. Issuable Under the 1995 and 2000 Employee
Stock Option Plans and the
1995 Non-Employee Director Plan Gentlemen: We are counsel to
Orbit International Corp., a
Delaware corporation (the "Company"), in connection with the
filing by the Company with the
Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the
"Securities Act"), of a Form S-8 (the "Registration Statement")
relating to up to an aggregate of
750,000 shares (the "Shares") of the Company's common stock,
par value $.10 per share
subject to adjustment (the "Common Stock"), issuable upon the
exercise of options granted
pursuant to the Company's 1995 and 2000 Employee Stock Option
Plan and the 1995 Non-
Employee Director Plan (the "Plans "). We have examined and are
familiar with originals or
copies, certified or otherwise identified to our satisfaction,
of the Certificate of Incorporation
and By-Laws of the Company, as each is currently in effect, the
Registration Statement, the
Plans, resolutions of the Board of Directors of the Company
relating to the adoption of and
amendments to the Plans and the proposed registration and
issuance of the Shares and such
other corporate documents and records and other certificates,
and we have made such
investigations of law as we have deemed necessary or
appropriate in order to render the
opinions hereinafter set forth. In our examination, we have
assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to
us as originals, the conformity to original documents of all
documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such latter documents. As to any
facts material to the opinions expressed herein which were not
independently established or
verified, we have relied upon statements and representations of
officers and other
representatives of the Company and others. Based upon and
subject to the foregoing, we are of
the opinion that the Shares to be issued upon exercise of any
options duly granted pursuant to
the terms of the Plans have been duly and validly authorized
and, when the Shares have been
paid for in accordance with the terms of the Plan and
certificates therefore have been duly
executed and delivered, such Shares will be duly and validly
issued, fully paid and non-
assessable. We hereby consent to the filing of this opinion as
an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that
we are within the category of
persons whose consent is required under Section 7 of the
Securities Act, or the rules and
regulations of the Securities and Exchange Commission
thereunder. Very truly yours, /s/
SNOW BECKER KRAUSS P.C. SNOW BECKER KRAUSS P.C. S:\dlb\Orbit
Int.
Corp\Form S-8\sbk opinion Exhibit 5.1.doc EXHIBIT 23.2
GOLDSTEIN GOLUB
KESSLER LLP Certified Public Accountants and Consultants
INDEPENDENT AUDITOR'S
CONSENT To the Board of Directors Orbit International Corp. We
hereby consent to the
incorporation by reference in the Registration Statement on
Form S-8 of our report dated
March 2, 2001, except for the second paragraph of Note 16, as
to which the date is March 9,
2001, on the consolidated financial statements of Orbit
International Corp. and Subsidiaries as
of December 31, 2000 and 1999, which appear in the annual
report on Form 10-KSB of Orbit
International Corp. for the year ended December 31, 2000. /s/
Goldstein Golub Kessler LLP
GOLDSTEIN GOLUB KESSLER LLP New York, New York August 6, 2001
EXHIBIT
24.1 POWER OF ATTORNEY ORBIT INTERNATIONAL CORP. REGISTRATION
STATEMENT ON FORM S-8 2000 EMPLOYEE STOCK OPTION PLAN 1995
EMPLOYEE STOCK OPTION PLAN 1995 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS Each of the undersigned Directors and/or
Officers of Orbit
International Corp., a Delaware corporation (the "Company"),
hereby constitutes and appoints
Dennis Sunshine and Mitchell Binder, or either one of them, the
true and lawful attorneys-in-fact
of such Director and/or Officer, with full power of
substitution and resubstitution, for him or her
and in his or her name, place, and stead, in any and all
capacities, to do any and all acts and
execute any and all instruments which the said attorneys may
deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933,
as amended (the "Securities
Act"), and any rules and regulations and requirements of the
Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of an
aggregate of 750,000 shares of the Company's common stock, $.10
par value per share, issued
or which may be issued under the terms of the Orbit
International Corp. 1995 Employee Stock
Option Plan, the Orbit International Corp. 2000 Employee Stock
Option Plan and 1995 Stock
Option Plan for Non-Employee Directors, as amended from time to
time, including specifically,
but without limiting the generality of the foregoing, the power
and authority to sign the name of
the undersigned in his or her capacity as Director and/or
Officer of the Company to a
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission
with respect thereto, to any and all amendments, including
post-effective amendments, to the
said Registration Statement, and to any and all instruments and
documents filed as a part of or in
connection with the said Registration Statement or amendments
thereto; and each of the
undersigned hereby ratifies and confirms all that the said
attorneys, or any of them, has done,
shall do, or cause to be done by virtue hereof. IN WITNESS
WHEREOF, each of the
undersigned has executed this power of attorney this 13th day
of September 2001.
/s/
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S:\dlb\Orbit Int. Corp\Form S-8\Form S-8#3 9-13-01.doc
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{"company-data": {"conformed-name": "ORBIT INTERNATIONAL CORP", "cik": "0000074818", "assigned-sic": "2330", "irs-number": "111826363", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69410", "film-number": "1737601"}, "business-address": {"street1": "80 CABOT COURT", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "7136675601"}, "mail-address": {"street1": "80 CABOT COURT", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}, "former-company": {"former-conformed-name": "ORBIT INSTRUMENT CORP", "date-changed": "19911015"}}
Registration No. 333-_____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON,
D.C. 20549

FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933

ORBIT INTERNATIONAL CORP. (Exact Name of Registrant as
Specified in Its Charter)

DELAWARE 11-1826363 (State or Other Jurisdiction of (I.R.S.
Employer Identification
Number) Incorporation or Organization)

80 CABOT COURT, HAUPPAUGE, NEW YORK 11788 (Address of Principal
Executive
Offices, Including Zip Code)

ORBIT INTERNATIONAL CORP. 1995 EMPLOYEE STOCK OPTION PLAN ORBIT
INTERNATIONAL CORP. 2000 EMPLOYEE STOCK OPTION PLAN AND ORBIT
INTERNATIONAL CORP. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS (Full Title of the Plan)

DENNIS SUNSHINE PRESIDENT AND CHIEF EXECUTIVE OFFICER ORBIT
INTERNATIONAL CORP. 80 CABOT COURT, HAUPPAUGE, NEW YORK 11788
(Name and Address of Agent For Service)

631-435-8300 (Telephone Number, Including Area Code, of Agent
For Service)

A copy of all communications, including communications sent to
the agent for service should be
sent to: ELLIOT H. LUTZKER, ESQ. SNOW BECKER KRAUSS P.C. 605
THIRD
AVENUE NEW YORK, NEW YORK 10158-0125 (212) 687-3860
S:\DLB\ORBIT INT. CORP\FORM S-8\FORM S-8#3 9-12-01.DOC
CALCULATION
OF REGISTRATION FEE
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED
MAXIMUMAGGREGATE OFFERING PRICE AMOUNT OF EACH CLASS
REGISTERED PRICE PER OF UNIT REGISTRATION FEE SECURITIES TO BE
REGISTERED Common 99,203(1)(4) $1.85(6) $183,525.55 $45.89
Stock, $.10 par value
Common 1,797(1)(4) $3.00(7) $5,391.00 $1.35 Stock, $.10 par
value Common
63,000(1)(4) $1.97(7) $124,110 $31.03 Stock, $.10 par value
Common 36,000(1)(4)
$0.94(7) $33,840.00 $8.46 Stock, $.10 par value Common
29,321(2)(4)(5) $1.85(6)
$54,243.85 $13.57(9) Stock, $.10 par value Common
98,203(2)(4)(5) $3.00(7)(8)
$294,609.00 $73.66(9) Stock, $.10 par value Common
266,994(2)(4)(5)
$3.75(7)(8)$1,001,227.50 $250.31(9) Stock, $.10 par value
Common 62,159(2)(4)(5)
$2.43(7)(8) $151,046.37 $ 37.77(9) Stock, $.10 par value Common
3,333(2)(4)(5)
$5.43(7)(8) $18,098.19 $4.53(9) Stock, $.10 par value Common
2,332(2)(4)(5) $7.32(7)(8)
$17,070.24 $4.27(9) Stock, $.10 par value Common
16,830(2)(4)(5) $5.07(7)(8)
$85,328.10 $21.34(9) Stock, $.10 par value Common
1,666(2)(4)(5) $4.68(7)(8) $7,796.88
$1.95(9) Stock, $.10 par value Common 19,162(2)(4)(5)
$2.52(7)(8) $48,288.24 $12.08(9)
Stock, $.10 par value Common 9,661(3)(5) $3.06(7) $29,562.66
$7.39(9) Stock, $.10 par
value Common 40,339(3)(5) $1.85(6) $74,627.00 $18.66(9) Stock,
$.10 par value

Total $86.73
(1) Represents an aggregate of 200,000 stock options granted or
to be granted pursuant to the
2000 Employee Stock Option Plan of Orbit International Corp.
(2) Represents an aggregate of
500,000 stock options granted or to be granted pursuant to the
1995 Employee Stock Option
Plan of Orbit International Corp. (3) Represents an aggregate
of 50,000 stock options granted
or to be granted pursuant to the 1995 Non-Employee Director
Plan. (4) Pursuant to Rule 416,
includes an indeterminable number of shares of common stock
which may become issuable
pursuant to the anti-dilution provisions of the 1995 Employee
Stock Option Plan and 2000
Employee Stock Option Plan. (5) All share numbers reflect the
one-for-three reverse stock
split, effected by the Registrant on October 4, 1999. (6)
Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(1) and
Rule 457(c) based upon the
average of the high and low sales prices of the Registrant's
Common Stock, as reported on the
Nasdaq SmallCap Market on September 4, 2001. PART I INFORMATION
REQUIRED IN
THE SECTION 10(A) PROSPECTUS The document(s) containing
information specified by
Part I of this Form S-8 registration statement has been or will
be sent or given to participants in
the 1995 Employee Stock Option Plan, the 2000 Employee Stock
Option Plan and the 1995
Stock Option Plan for Non-Employee Directors, together referred
to as the "Plans", as
specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission under the
Securities Act of 1933. Such document(s) are not being filed
with the Commission but
constitute (along with the documents incorporated by reference
into the registration statement
pursuant to Item 3 of Part II hereof) a prospectus that meets
the requirements of Section 10(a)
of the Securities Act of 1933. EXPLANATORY NOTE This
registration statement includes the
registration of an aggregate of 750,000 securities issued or to
be issued upon the exercise of
options, granted or to be granted, pursuant to the Plans, in
which 500,000 (1) o f these
____________________ 1 Reflects the one-for-three reverse stock
split effected by Orbit on
October 4, 1999. securities have previously been registered
pursuant to Orbit's 1995 Employee
Stock Option Plan and 50,0001 of these securities here
previously been registered pursuant to
Orbit's 1995 Stock Option Plan for Non-Employee Directors under
Orbit's registration
statement on Form S-8, filed on April 28, 1997 (SEC File
Number: 333- 78053). Accordingly,
Orbit's April 28, 1997 registration statement on Form S-8 is
incorporated herein by reference
pursuant to Rule 429 under the Securities Act of 1933. This
registration statement includes a
form of prospectus, prepared in accordance with the
requirements of Part I of Form S-3,
which, pursuant to General Instruction C of Form S-8, may be
used by certain persons,
including officers and directors of Orbit International Corp.,
who are deemed to be affiliates of
Orbit International Corp., as that term is defined in Rule 405
under the Securities Act of 1933,
as well as by non-affiliates holding restricted securities, as
that term is defined in Rule 144 under
the Securities Act of 1933, in connection with the reoffer and
resale of shares of common stock
received by such persons pursuant to the exercise of options
granted under the Plans, which
securities are being registered hereunder. ORBIT INTERNATIONAL
CORP. COMMON
STOCK (Par Value $0.10 Per Share) UNDER THE ORBIT INTERNATIONAL
CORP.
1995 EMPLOYEE STOCK OPTION PLAN ORBIT INTERNATIONAL CORP. 2000
EMPLOYEE STOCK OPTION PLAN AND ORBIT INTERNATIONAL CORP. 1995
STOCK OPTION PLAN FOR NON- EMPLOYEE DIRECTORS This prospectus
relates to
the reoffer and resale of shares of common stock, par value
$0.10 per share, of Orbit
International Corp., a Delaware corporation, that have been or
will be acquired by certain
persons, including our officers and directors, who are deemed
to be our affiliates (collectively
referred to as the "selling security-holders"), as that term is
defined in Rule 405 under the
Securities Act of 1933, that are issuable upon the exercise of
options granted pursuant to our
1995 Employee Stock Option Plan, the 2000 Employee Stock Option
Plan and our 1995
Stock Option Plan for Non-Employee Directors, together referred
to as the "Plans". This
prospectus may also be used by non-affiliates of Orbit to
reoffer or resell restricted securities,
as that term is defined in Rule 144 under the Securities Act of
1933, issued upon the exercise of
options granted under the Plans. Our common stock is quoted on
the Nasdaq SmallCap
Market under the symbol "ORBT." The shares covered by this
prospectus may be offered and
sold from time to time directly by the selling security-holders
of shares issued upon the exercise
of the options granted pursuant to the Plans or through brokers
on the Nasdaq SmallCap
Market, or otherwise, at the prices prevailing at the time of
such sales. The net proceeds to the
selling security-holders will be the proceeds received by them
upon such sales, less brokerage
commissions, if any. We will pay all expenses of preparing and
reproducing this prospectus, but
will not receive any of the proceeds from sales by any of the
selling security-holders. The selling
security-holders and any broker-dealers, agents, or
underwriters through whom the shares are
sold, may be deemed "underwriters" within the meaning of the
Securities Act of 1933 with
respect to securities offered by them, and any profits realized
or commissions received by them
may be deemed underwriting compensation. See "Plan of
Distribution." THESE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE SHARES OFFERED HEREBY INVOLVE A
SUBSTANTIAL DEGREE OF RISK. SEE "RISK FACTORS on page 3 of this
prospectus."
No person is authorized to give any information or to make any
representations other than those
contained in this prospectus in connection with any offer to
sell or sale of the securities to which
this prospectus relates, and if given or made, such information
or representations must not be
relied upon as having been authorized. Neither the deliver of
this prospectus nor any sale made
hereunder shall, under any circumstances, imply that there has
been no change in the facts herein
set forth since the date hereof. This prospectus is not an
offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
This prospectus also amends Orbit's prospectus dated April 28,
1997. THE DATE OF THIS
PROSPECTUS IS SEPTEMBER 14, 2001 TABLE OF CONTENTS PAGE FORWARD
LOOKING
STATEMENTS.....................................................
 ................................................. 3
SUMMARY
INFORMATION....................................................
 ...............................................................
 .
 .. 3 RISK
FACTORS........................................................
 ...............................................................
 .......
 ............. 3 Many of our competitors possess financial
resources significantly greater than us and
accordingly, could initiate and support prolonged price
competition to gain market share.
 ...............................................................
 .............................................. 4 We are having
difficulties in procuring contracts because of a reduction in
the level of industry-wide funding and
pricing
pressures......................................................
 .......... 4 We are heavily dependent upon
the continuance of military spending.
 .................................. 4 We are dependent on
certain of
our customers and we do not have any long-term contract with
these
customers......................................................
 ................................... 5 We are dependent
upon our senior executive officers and key personnel for the
operation of our business.
 ...............................................................
 ............................... 5 We may have difficulty
procuring certain raw materials on terms satisfactory to
us...................... 5 The market value
and liquidity of our securities will be adversely affected if
we are delisted from Nasdaq.
 ...............................................................
 .................................... 5 As a Delaware
corporation
we are prohibited from engaging in business combinations which
could potentially limit the price
investors will be willing to pay for our
securities............... 6 The market for our common stock
is highly volatile.
 ........................................................... 6
USE OF
PROCEEDS.......................................................
 ...............................................................
 ......
 .......... 6 SELLING SECURITY-
HOLDERS........................................................
 ........................................................ 6 PLAN
OF
DISTRIBUTION...................................................
 ...............................................................
 ...
 ...... 8 DESCRIPTION OF SECURITIES TO BE
REGISITERED....................................................
 ..................... 8 INCORPORATION OF
CERTAIN INFORMATION BY
REFERENCE.....................................................
9
AVAILABLE
INFORMATION....................................................
 ...............................................................
 .
 . 9 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT
LIABILITIES....................................................
 ..............................................................
10
FORWARD-LOOKING STATEMENTS Certain statements included or
incorporated by
reference into this prospectus constitute "forward-looking
statements" within the meaning of
such term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve
known and unknown risks,
uncertainties and other factors that could cause our actual
financial or operating results to be
materially different from the historical results or from any
future results expressed or implied by
such forward-looking statements. Such forward looking
statements are based on our best
estimates of future results, performance or achievements, based
on current conditions and our
most recent results. In addition to statements which explicitly
describe such risks and
uncertainties, readers are urged to consider statements labeled
with the terms "may", "will",
potential", "opportunity", "believes", "belief", "expects",
"intends", "estimates", "anticipates" or
"plans" to be uncertain and forward-looking. The forward-
looking statements contained herein
are also subject generally to other risks and uncertainties
that are described from time to time in
our reports and registration statements filed with the
Securities and Exchange Commission.
SUMMARY INFORMATION The following summary is qualified in its
entirety by reference
to the more detailed information appearing elsewhere in this
prospectus or incorporated herein
by reference. Each prospective investor is urged to read this
prospectus and the documents
incorporated herein by reference in their entirety. Investment
in the securities offered hereby
involves a high degree of risk. See "Risk Factors." Orbit
International Corp. was incorporated
under the laws of the State of New York on April 4, 1957 as
Orbit Instrument Corp. In
December 1986, our state of incorporation was changed from New
York to Delaware and in
July 1991, our name was changed to Orbit International Corp. We
conduct our operations
through our Orbit Instrument Division and our wholly-owned
subsidiary, Behlman Electronics,
Inc. Through our Orbit Instrument Division, which includes our
wholly-owned subsidiary, Orbit
Instrument of California, Inc., we are engaged in the design,
manufacture and sale of customized
electronic components and subsystems. Behlman Electronics, Inc.
is engaged in the design and
manufacture of distortion free commercial power units, power
conversion devices and electronic
devices for measurement and display. This prospectus relates to
the reoffer and resale of shares
of our common stock, par value $0.10 per share, by certain
persons (referred to as "selling
security-holders"), including our officers and directors, who
are deemed to be affiliates of Orbit,
as well as by non-affiliates of Orbit holding restricted
securities, as that term is defined in Rule
144 under the Securities Act of 1933, that are issuable upon
the exercise of the options granted
pursuant to our 1995 Employee Stock Option Plan, 2000 Employee
Stock Option Plan and
1995 Stock Option Plan for Non-Employee Directors, together
referred to as the "Plans". Up
to a maximum of 500,000 shares of our common stock may be
offered and sold by selling
security-holders pursuant to our 1995 Employee Stock Option
Plan, up to a maximum of
200,000 shares of our common stock may be offered and sold by
selling security-holders
pursuant to our 2000 Employee Stock Option Plan and up to a
maximum of 50,000 shares of
our common stock may be offered and sold by selling security-
holders pursuant to our 1995
Stock Option Plan for Non-Employee Directors. We will not
receive any proceeds from the
sale of the shares sold by the selling security-holders. In
this prospectus we refer to Orbit
International Corp. as "Orbit", "we", "us" or "our". Our
executive offices are located at 80
Cabot Court, Hauppauge, New York 11788 and our telephone number
is 631-435-8300.
RISK FACTORS This prospectus contains certain forward-looking
statements within the
meaning of the Private Securities Litigation Reform Act of
1995. Actual results could differ
materially from those projected in the forward-looking
statements as a result of certain
uncertainties set forth below and elsewhere in this prospectus.
An investment in the shares is
highly speculative and involves a high degree of risk.
Prospective investors, prior to making an
investment decision, should carefully consider the following
risk factors, in addition to the other
information set forth in this prospectus, in connection with an
investment in the shares offered
hereby. MANY OF OUR COMPETITORS POSSESS FINANCIAL RESOURCES
SIGNIFICANTLY GREATER THAN US AND ACCORDINGLY, COULD INITIATE
AND SUPPORT PROLONGED PRICE COMPETITION TO GAIN MARKET SHARE.
Many of our competitors are well established , have reputations
for success in the development
and sale of their products and services and have significantly
greater financial, marketing,
distribution, personnel and other resources than us, thereby
permitting them to implement
extensive advertising and promotional campaigns, both in
general and in response to efforts by
additional competitors to enter into new markets and introduce
new products and services. The
electronics industry is characterized by frequent introduction
of new products and services, and
is subject to changing consumer preferences and industry
trends, which may adversely affect our
ability to plan for future design, development and marketing of
our products and services. The
markets for electronic products, components and related
services are also characterized by
rapidly changing technology and evolving industry standards,
often resulting in product
obsolescence or short product life cycles. We are constantly
required to expend more sums into
research and development of new technologies. We believe that
the electronics segment's
competitive position within the electronics industry is
predicated upon the Orbit Instrument
Division's manufacturing techniques, our ability to design and
manufacture products which will
meet the specific needs of our customers and our long-standing
relationships with our major
customers. There are numerous companies, many of which have
greater resources than us,
capable of producing substantially all of our products.
However, to our knowledge, none of
such competitors currently produce all of the products that the
electronics segment produces.
Competition in the markets for the power unit segment's
commercial and military products
depends on such factors as price, product reliability and
performance, engineering and
production. In particular, due primarily to budgetary
restraints and program cutbacks,
competition has been increasingly severe and price has
generally become the major overriding
factor in contract and subcontract awards. There can be no
assurance of our ability to compete
effectively. WE ARE HAVING DIFFICULTIES IN PROCURING CONTRACTS
BECAUSE OF A REDUCTION IN THE LEVEL OF INDUSTRY-WIDE FUNDING
AND
PRICING PRESSURES. We continue to pursue many business
opportunities, including
programs in which we have previously participated but, due to
industry-wide funding and pricing
pressures, we have encountered delays in the awards of these
contracts. We continue to seek
new contracts which require incurring up-front design,
engineering, prototype and pre-
production costs. While we are attempting to negotiate contract
awards for reimbursement of
product development, there is no assurance that sufficient
monies will be set aside by our
customers, including the U.S. Government, for such effort. In
addition, even if the U.S.
Government agrees to reimburse development costs, there is
still a significant risk of cost
overrun which may not be reimbursable. Furthermore, once we
have completed the design and
pre-production stage, there is no assurance that funding will
be provided for future production.
A significant amount of our contracts are subject to
termination at the convenience of the U.S.
Government. Orders under U.S. Government prime contracts or
subcontracts are customarily
subject to termination at the convenience of the U.S.
Government, in which event the contractor
is normally entitled to reimbursement for allowable costs and a
reasonable allowance for profits,
unless the termination of a contract was due to a default on
the part of the contractor. WE ARE
HEAVILY DEPENDENT UPON THE CONTINUANCE OF MILITARY SPENDING. A
significant amount of all the products we manufacture are used
in military applications.
Accordingly, any substantial reduction in overall military
spending by the U.S. Government
could have a material adverse effect on our sales and earnings.
World events have led the U.S.
Government to reevaluate the level of military spending
necessary for national security. We are
heavily dependent upon military spending, particularly on the
Department of the Navy, as a
source of revenues and income. The U.S. Navy fleet has been
significantly reduced in the past
several years thereby impacting the procurement of equipment.
Any further reductions in the
level of military spending by the U.S. Government and/or
further reductions to the Navy fleet
could have a negative impact on our future revenues and
earnings. WE ARE DEPENDENT
ON CERTAIN OF OUR CUSTOMERS AND WE DO NOT HAVE ANY LONG TERM
CONTRACTS WITH THESE CUSTOMERS. Various agencies of the U.S.
Government and
Lockheed Martin Corp. accounted for approximately 25% and 16%,
respectively, of our net
sales for the year ended December 31, 2000. Lockheed Martin
Corp., various agencies of the
U.S. Government and Raytheon, accounted for approximately 28%,
27% and 18%,
respectively, of the net sales of our electronics segment for
the year ended December 31, 2000.
The U.S. Government accounted for approximately 21% of the net
sales of our power units
segment for the year ended December 31, 2000. We do not have
any significant long-term
contracts with any of the above-mentioned customers. The loss
of any of these customers
would have a material adverse effect on our net sales and
earnings. Due to major consolidations
in the defense industry, it has become more difficult to avoid
dependence on certain customers
for revenue and income. WE ARE DEPENDENT UPON OUR SENIOR
EXECUTIVE
OFFICERS AND KEY PERSONNEL FOR THE OPERATION OF OUR BUSINESS.
We
are dependent for the operation of our business on the
experience, technology knowledge,
abilities and continued services of our officers, Dennis
Sunshine, President and Chief Executive
Officer, Bruce Reissman, Executive Vice President and Chief
Operating Officer and Mitchell
Binder, Vice President-Finance and Chief Financial Officer. The
loss of services of any of such
persons would have a material adverse effect upon our business
and/or our prospects. Our
future success is dependent upon, among other things, the
successful recruitment and retention
of key personnel including executive officers, for sales,
marketing, finance and operations. We
face significant competition for skilled and technical talent.
No assurance can be made that we
will be successful in attracting and retaining such personnel.
If we are unable to retain existing
key employees or hire new employees upon acceptable terms when
necessary, our business
could potentially be adversely effected. WE MAY HAVE DIFFICULTY
PROCURING
CERTAIN RAW MATERIALS ON TERMS SATISFACTORY TO US. We use
multiple
sources for our procurement of raw materials and we are not
dependent on any suppliers for
such procurement. Occasionally, however, in the production of
certain military units, we will be
faced with procuring certain components that are either
obsolete or difficult to procure.
Although we believe that with our access to worldwide brokers
using the Internet we can obtain
the necessary components, there can be no assurance that such
components will be available,
and even if so, at reasonable prices. THE MARKET VALUE AND
LIQUIDITY OF OUR
SECURITIES WILL BE ADVERSELY AFFECTED IF WE ARE DELISTED FROM
NASDAQ. On January 5, 2001, we were advised by The Nasdaq Stock
Market, Inc. that our
common stock has failed to maintain a minimum bid price of
$1.00 over the last 30 consecutive
trading days as required by The Nasdaq SmallCap Market under
Marketplace Rule 4310(c)(4)
(the "Rule"). As of April 3, 2001, our common stock
consecutively maintained a minimum bid
price of over $1.00 from March 8, 2001 and Nasdaq advised us
that we were in compliance
with the Rule. However, there can be no assurance of our
ability to continue to comply with
Nasdaq's qualification requirements. Any delisting of our
securities from Nasdaq could cause a
steep decline in the market value of our securities and
adversely affect the liquidity of our
securities. In the event our securities are delisted from
Nasdaq, our common stock will be
subject to Rule 15g-9 promulgated under the Exchange Act of
1934, which imposes various
sales practice requirements on broker-dealers who sell
securities governed by Rule 15g-9 to
persons other than established customers and accredited
investors (generally institutions with
assets in excess of $3,000,000 or individuals with a net worth
in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their
spouse). For transactions
covered by Rule 15g-9, the broker-dealer must make a special
suitability determination for the
purchaser and have received the purchaser's written consent to
the transaction prior to sale.
Consequently, Rule 15g-9 may have an adverse effect on the
ability of broker-dealers to sell
our securities and may affect the ability of the selling
security holders to sell our securities in the
secondary market and otherwise affect the trading market in the
common stock. AS A
DELAWARE CORPORATION WE ARE PROHIBITED FROM ENGAGING IN
BUSINESS COMBINATIONS WHICH COULD POTENTIALLY LIMIT THE PRICE
INVESTORS WILL BE WILLING TO PAY FOR OUR SECURITIES. We are
subject to
the provisions of Section 203 of the General Corporation Law of
Delaware. In general, Section
203 provides, with certain exceptions, that a Delaware
corporation may not engage in any of a
broad range of "business combinations" with an "interested
stockholder" for a period of three
years from the date that such person became an interested
stockholder unless: (i) the transaction
resulting in a person's becoming an interested stockholder, or
the business combination is
approved by the board of directors of the corporation before
the person becomes an interested
stockholder; (ii) the interested stockholder acquires at least
85% or more of the outstanding
voting stock of the corporation (excluding shares held by
persons who are both officers and
directors of the corporation, and shares held by certain
employee stock ownership plans); or
(iii) the business combination is approved by the corporations'
board of directors and by
holders of at least 66 2/3% of the corporation's outstanding
voting stock at an annual or special
meeting, excluding shares owned by the interested stockholder.
A "business combination"
includes mergers, asset sales, and other transactions resulting
in a financial benefit to the
interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person
who, together with affiliates and associates, owns, or within
the previous three years did own,
15% or more of the corporation's voting stock. This provision
of the Delaware law could delay
and make more difficult a business combination even if the
business combination could be
beneficial, in the short term, to the interests of the
stockholders. This provision of the Delaware
law could also limit the price certain investors might be
willing to pay in the future for our
securities. THE MARKET FOR OUR COMMON STOCK IS HIGHLY VOLATILE.
The
trading price of our common stock could be subject to wide
fluctuations in response to quarterly
variations in operating and financial results, announcements of
technological innovations or new
products by the Issuer or its competitors, changes in our
prices or our competitors' products
and services, as well as other events or factors. Statements or
changes in opinion, earnings
estimates made by brokerage firms or industry analysts relating
to the market in which we do
business or relating to Orbit could result in an immediate and
adverse effect on the market price
of our common stock. Statements by financial or industry
analysts may be expected to
contribute to volatility in the market price of our common
stock. In addition, the stock market
has from time to time experienced extreme price and volume
fluctuations which have particularly
affected the market price for the securities of many companies,
similar to that of Orbit and
which often have been unrelated to the operating performance of
these particular companies.
These broad market fluctuations may adversely affect the market
price of our common stock.
USE OF PROCEEDS We will not receive any proceeds from the sale
of the shares of common
stock by the selling security- holders. All such proceeds will
be received by the selling security-
holders. SELLING SECURITY-HOLDERS The following table sets
forth (i) the name and
position(s) over the past three years with Orbit of each of the
selling security-holders, (ii) the
number of shares of common stock beneficially owned by each
selling security- holder as of
September 5, 2001; and (iii) the number of shares of common
stock available to be acquired by
each selling security-holder pursuant to the Plans, being
registered hereby, all of which shares
may be sold pursuant to this prospectus and (iv) the number and
percentage of shares
beneficially owned by each selling security-holder following
the sale of shares registered hereby.
When and if further information becomes available with respect
to the names of additional selling
security-holders or the amounts of securities to be acquired
pursuant to the Plans and sold by
the selling security-holders, such information will be included
in a prospectus supplement.
Percentage Selling Security-HolderShares Shares Owned of Shares
Owned Prior Shares
RegisteredFollowing Owned Followingthe Sale (10) to the Sale
(1)(2) the Sale (9) Dennis
Sunshine,President, ChiefExecutive Officerand Director
423,379(3) 91,666 331,713 13.3%
Bruce Reissman,Executive VicePresident, ChiefOperating
Officerand Director 316,871(4)
86,666 230,205 9.2% Mitchell BinderVice President/Finance,Chief
FinancialOfficer and
Director 98,398(5)166,6666,732 * Harlan SylvanTreasurer,
Secretaryand Controller
47,665(6)56,666999 * John Molloy 4,330(7) 3,664 666 * Bernard
Karcinell1,999(8) 1,999 0
---- Denis Feldman1,999(8) 1,999 0 ---- Mark Manno 2,697 1,999
698 *
* Represents less than 1% of the issued and outstanding common
stock. (1) Except as other
wise indicted, the persons named in the above table have the
sole voting and investment power
over the shares listed as beneficially owned by such persons.
Includes any securities that such
person has the right to acquire within sixty days pursuant to
options, warrants, conversion
privileges or other rights. (2) All share numbers reflect the
one-for-three reverse stock split
effected by Orbit on October 4, 1999. (3) Includes options to
purchase 91,666 shares of
common stock. Also includes 230,538 shares held by Mr.
Sunshine's wife and 1,000 shares
held in her IRA. (4) Includes options to purchase 86,666 shares
of common stock. (5) Includes
stock options to purchase 91,666 shares of common stock. Does
not include options to
purchase an aggregate of 75,000 shares of common stock granted
pursuant to the Plans. (6)
Includes stock options to purchase 46,666 shares of common
stock. Does not include options
to purchase 10,000 shares of common stock granted pursuant to
the 2000 Employee Stock
Option Plan. (7) Includes options to purchase 3,664 shares of
common stock. (8) Includes
options to purchase 1,999 shares of common stock. (9) This
number is an estimate based on
each selling security-holder's beneficial ownership as of
September 5, 2001. Since the shares of
common stock listed in the table above may be offered for sale
by the selling security-holders
from time to time, it cannot be ascertained the actual number
of shares of common stock owned
by each selling security-holder following the sale of the
shares. (10) This percentage is an
estimate based on 2,409,196 shares of common stock issued and
outstanding as of September
5, 2001. Since the shares of common stock listed in the table
above may be offered for sale by
the selling security-holders from time to time, it cannot be
ascertained the actual percentage of
shares of common stock owned by each selling security-holder
following the sale of the shares.
PLAN OF DISTRIBUTION The shares of common stock offered by this
prospectus may be
sold or transferred for value from time to time by the selling
security-holders or by pledgees,
donees, transferees or other successors in interest thereof, in
one or more transactions that may
take place on the Nasdaq SmallCap Market (or any successor
stock exchange), in negotiated
transactions or in a combination of such methods of sale, at
prevailing market prices at the time
of sale, prices related to prevailing market prices, or
negotiated prices. No underwriting
arrangements have been entered into by the selling security-
holders. The distribution of the
shares by the selling security-holders may be effected in one
or more transactions that may take
place in the over-the-counter market, including ordinary
broker's transactions, privately
negotiated transactions, or through sales to one or more
dealers for the resale of such shares as
principals. Underwriter's discounts and usual and customary or
specifically negotiated
brokerage fees or commissions may be paid by a selling
security-holder in connection with sales
of these shares. The selling security-holders and any broker-
dealers, agents, or underwriters
through whom the shares are sold, may be deemed "underwriters"
within the meaning of the
Securities Act of 1933 with respect to securities offered by
them, and any profits realized or
commissions received by them may be deemed underwriting
compensation. In order to comply
with certain state securities laws, if applicable, the shares
will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain
states, the shares may not be sold
unless such shares have been registered or qualified for sale
in such state or an exemption from
registration or qualification is available and is complied
with. Under applicable rules and
regulations under the Securities Exchange Act of 1934, any
person engaged in a distribution of
the shares may not simultaneously engage in market-making
activities with respect to such
shares for a period of one or five business days prior to the
commencement of such distribution.
In addition to, and without limiting, the foregoing, each of
the selling security-holders and any
other person participating in a distribution will be subject to
the applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder,
including, without limitation, Regulation M, which provisions
may limit the timing of purchases
and sales of any of the shares by the selling security-holders
or any such other person. All of the
foregoing may affect the marketability of the shares. We will
bear all expenses of the offering,
except that the selling security-holders will pay any
applicable brokerage fees or commissions
and transfer taxes. DESCRIPTION OF SECURITIES TO BE REGISTERED
The following
summary of the terms of our capital stock does not purport to
be complete and is qualified in its
entirety by reference to the applicable provisions of Delaware
law, our Certificate of
Incorporation and our By-Laws. As set forth in our Certificate
of Incorporation, as amended,
our authorized capital stock consists of 10,000,000 shares of
common stock, par value $.10
per share. The holders of common stock are entitled to one vote
for each share held of record
on all matters submitted to a vote of stockholders. The holders
of common stock are entitled to
receive ratably such dividends as are declared by our board of
directors out of funds legally
available therefor. In the event of our liquidation,
dissolution or winding up, holders of common
stock have the right to a ratable portion of assets remaining
after payment of liabilities. The
holders of common stock have no preemptive rights or rights to
convert their common stock
into any other securities and are not subject to future calls
or assessments by Orbit. All
outstanding shares of common stock are fully paid and non-
assessable. INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE The following documents
filed with the
Securities and Exchange Commission by Orbit, pursuant to the
Securities Exchange Act of
1934, as amended, are incorporated by reference in this
prospectus: (1) Orbit's Annual Report
on Form 10-KSB for the year ended December 31, 2000. (2)
Orbit's Quarterly Report on
Form 10-QSB for quarter ended June 30, 2001. (3) The
description of our common stock
contained in Orbit's Registration Statement on Form 10, filed
on August 28, 1969. All
documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the termination of
the offering, shall be deemed to be
incorporated by reference into this prospectus. A copy of any
and all of the information included
in documents (but not exhibits thereto except to the extent
exhibits have been incorporated in
such documents) that have been incorporated by reference in
this prospectus but which are not
delivered with this prospectus will be provided by us without
charge to any person to whom this
prospectus is delivered, upon the oral or written request of
such person. Such requests should
be directed to Orbit International Corp., 80 Cabot Court,
Hauppauge, New York 11788,
Attention: Secretary. Our telephone number is (631) 435-8300.
AVAILABLE
INFORMATION We have filed with the Securities and Exchange
Commission , 450 Fifth
Street, N.W., Washington, D.C. 20549, a registration statement
under the Securities Act of
1933 with respect to the offering and sale from time to time of
the shares in this prospectus. This
prospectus does not contain all the information set forth in
the registration statement and the
exhibits thereto, as permitted by the rules and regulations of
the Commission. For further
information, reference is made to the registration statement
and to the exhibits filed therewith.
Statements contained in this prospectus as to the contents of
any contract or other document
which has been filed or incorporated by reference as an exhibit
to the registration statement are
qualified in their entirety by reference to such exhibits for a
complete statement of their terms
and conditions. Additionally, we are subject to the
informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith,
we file reports, proxy
statements, and other information statements with the
Commission. Copies of such materials
may be inspected without charge at the offices of the
Commission, and copies of all or any part
thereof may be obtained from the Commission s public reference
facilities at 450 Fifth Street,
N.W., Washington D.C. 20549 or at the regional offices of the
Commission located at 7 World
Trade Center, New York, New York 10048 and 500 West Madison
Street, Suite 1400,
Chicago, Illinois 60661, upon payment of the fees prescribed by
the Commission. The
registration statement has been filed electronically with the
Commission. The Commission
maintains a web site that contains reports, proxy and
information statements and other
information regarding registrants that file electronically with
the Commission at
http://www.sec.gov. In addition, the common stock is quoted on
the Nasdaq National Market.
Reports and other information concerning Orbit may be inspected
at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES Insofar as indemnification for
liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Orbit,
the Securities and Exchange Commission has expressed its
opinion that such indemnification is
against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by
Orbit of expenses incurred or paid by a director, officer or
controlling person of Orbit in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or
controlling person in connection with the shares being
registered, Orbit will, unless in the opinion
of our counsel the matter has been settled by controlling
precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by us is against public policy
as expressed in the Securities Act of 1933 and we will be
governed by the final adjudication of
such issue. PART II INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The
following documents filed with the Securities and Exchange
Commission (the "Commission") by
Orbit International Corp., a Delaware corporation, pursuant to
the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration
statement: (1) The Registrant's Annual Report on Form 10-KSB
for the year ended December
31, 2000. (2) The Registrant's Quarterly Report on Form 10-QSB
for quarter ended June 30,
2001. (3) The description of the Registrant's common stock
contained in the Registrant's
Registration Statement on Form 10, filed on August 28, 1969.
All documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that
all securities offered have been sold
or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of
filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference
herein shall be deemed to be modified or superseded for
purposes of this registration statement
to the extent that a statement contained herein or in any other
subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this registration statement. ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS Delaware General
Corporation
Law (the "DGCL"), Section 102(b)(7), enables a corporation in
its original certificate of
incorporation, or an amendment thereto validly approved by
stockholders, to eliminate or limit
personal liability of a director to the corporation or its
stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the
liability of a director: (1) for any breach of the director's
duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct
or a knowing violation of law; (iii) for any unlawful payment
of dividends or stock purchase or
redemption under section 174 of DGCL; or (iv) for any
transaction from which the director
derived an improper personal benefit. Section (A) of Article 11
of our Certificate of
Incorporation, as amended, eliminates the liability of
directors to the extent permitted by Section
102(b)(7) of the DGCL. In addition, Section 145 of the DGCL
which provides that a
corporation may indemnify any person who was or is a party or
is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
right of the corporation) by reason
of the fact that the person is or was a director, officer,
employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of
another corporation or other enterprise, against expenses
(including attorneys' fees), judgments,
fines and amounts paid in settlement in actually and reasonably
incurred by the person in
connection with such action, suit or proceeding, if the person
acted in good faith and in a he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct
was unlawful. A similar standard is applicable in the case of
derivative actions, except that
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with
defense or settlement of such action, and no indemnification
shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the
corporation unless and only to the extent that the court
determines that such person is entitled to
indemnity despite the adjudication of liability. The statute
provided that it is not exclusive of
other indemnification that may be granted by a corporation's
by-laws, agreement, vote of
stockholders or disinterested directors or otherwise. Article
11 of our Certificate of
Incorporation provides for such indemnification of our
directors and officers as permitted by
Delaware law. In connection with the indemnification of our
directors and officers, Article 11 of
our Certificate of Incorporation provides in pertinent part as
follows: (i) Each person who was
or is made a party or is threatened to be made a party to or is
involved in any action, suit or
proceeding, other than an action by or in right of the
Corporation, by reason of the fact that he,
or a person of whom he is the legal representative, is or was a
director, officer, employee or
agent of the corporation or of another corporation or entity at
the request of the corporation,
including service with respect to employee benefit plans,
including a proceeding, the basis of
which alleged action is outside the scope of authority while
service as a director, officer,
employee or agent, shall be indemnified to the fullest extent
permitted by Delaware law, against
all expense, liability and loss (including attorneys' fees,
judgments, fines ERISA exercise taxes or
penalties and amounts paid in settlement) reasonably incurred
or suffered by such person and
such indemnification shall continue as to a person who has
ceased to be a director, officer,
employee or agent and shall inure to the benefit of his heirs,
executors and administrators;
provided, however, that except as provided in paragraph (ii)
below, the corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part
thereof) initiated by such person only if such proceeding was
authorized by the Board of
Directors of the corporation. (ii) If a claim under paragraph
(i) above is not paid in full by the
corporation within thirty days after a written claim has been
received by the corporation, the
claimant may at any time thereafter bring suit against the
corporation to recover the unpaid
amount of the claim, and if successful, in whole or in part,
the claimant shall be entitled to be
paid the expenses of prosecuting the claim. It shall be a
defense of any such action (other than
an action brought to enforce a claim for expenses incurred in
defending any proceeding in
advance of its final disposition where the required undertaking
has been tendered to the
corporation) that the claimant has not met the standards of
conduct which make it permissible
under Delaware law for the corporation to indemnify the
claimant, but the burden for proving
such defense shall be on the corporation. (iii) The right to
indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-laws,
agreement, vote of stockholders or
disinterested directors or otherwise. In addition, we maintain
a directors' and officers' liability
insurance policy. ITEM 8. EXHIBITS Exhibit Number Description
4.1(a) Orbit International
1995 Employee Stock Option Plan (incorporated by reference from
the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995).
4.1(b) Orbit International
2000 Employee Stock Option Plan (incorporated by reference from
the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 2000).
4.1(c) Orbit International
1995 Stock Option Plan for Non-Employee Directors (incorporated
by reference from the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995). 5.1
Opinion of Snow Becker Krauss P.C. 23.1 Consent of Snow Becker
Krauss P.C. (included in
Exhibit 5.1 hereto). 23.2 Consent of Goldstein Golub Kessler,
LLP. 24.1 Powers of attorney of
certain directors and officers of the Registrant. ITEM 9.
UNDERTAKINGS (a) The
undersigned registrant hereby undertakes: (1) To file, during
any period in which offers or sales
are being made, a post-effective amendment to this registration
statement: (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act
of 1933. (ii) To reflect in the
prospectus any facts or events which, individually or together,
represent a fundamental change in
the information in the registration statement. Notwithstanding
the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any deviation from the
low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a
20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration
Fee" table in the effective registration statement. (iii) To
include any additional or changed
material information on the plan of distribution. (2) For
determining liability under the Securities
Act of 1933, treat each post-effective amendment as a new
registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain
unsold at the end of the offering. (b) Insofar as
indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling
persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the
payment by the small business issuer of expenses incurred or
paid by a director, officer or
controlling person of the small business issuer in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the
securities being registered, the small business issuer will,
unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES Pursuant to the
requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in
the City of Hauppauge, State of New York, on September 13,
2001. ORBIT
INTERNATIONAL CORP. By: /s/ Dennis Sunshine__________ Dennis
Sunshine President
and Chief Executive Officer (Principal Executive Officer)
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been
signed by the following persons in
the capacities and on the date indicated.
/s/
De
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Exhibit 5.1 SNOW BECKER KRAUSS P.C. 605 Third Avenue New York,
New York l0l58
September 13, 2001 Orbit International Corp. 80 Cabot Court
Hauppauge, New York 11788
Re: Form S-8 Relating to Shares of Common Stock, Par Value $.10
Per Share, of Orbit
International Corp. Issuable Under the 1995 and 2000 Employee
Stock Option Plans and the
1995 Non-Employee Director Plan Gentlemen: We are counsel to
Orbit International Corp., a
Delaware corporation (the "Company"), in connection with the
filing by the Company with the
Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the
"Securities Act"), of a Form S-8 (the "Registration Statement")
relating to up to an aggregate of
750,000 shares (the "Shares") of the Company's common stock,
par value $.10 per share
subject to adjustment (the "Common Stock"), issuable upon the
exercise of options granted
pursuant to the Company's 1995 and 2000 Employee Stock Option
Plan and the 1995 Non-
Employee Director Plan (the "Plans "). We have examined and are
familiar with originals or
copies, certified or otherwise identified to our satisfaction,
of the Certificate of Incorporation
and By-Laws of the Company, as each is currently in effect, the
Registration Statement, the
Plans, resolutions of the Board of Directors of the Company
relating to the adoption of and
amendments to the Plans and the proposed registration and
issuance of the Shares and such
other corporate documents and records and other certificates,
and we have made such
investigations of law as we have deemed necessary or
appropriate in order to render the
opinions hereinafter set forth. In our examination, we have
assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to
us as originals, the conformity to original documents of all
documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such latter documents. As to any
facts material to the opinions expressed herein which were not
independently established or
verified, we have relied upon statements and representations of
officers and other
representatives of the Company and others. Based upon and
subject to the foregoing, we are of
the opinion that the Shares to be issued upon exercise of any
options duly granted pursuant to
the terms of the Plans have been duly and validly authorized
and, when the Shares have been
paid for in accordance with the terms of the Plan and
certificates therefore have been duly
executed and delivered, such Shares will be duly and validly
issued, fully paid and non-
assessable. We hereby consent to the filing of this opinion as
an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that
we are within the category of
persons whose consent is required under Section 7 of the
Securities Act, or the rules and
regulations of the Securities and Exchange Commission
thereunder. Very truly yours, /s/
SNOW BECKER KRAUSS P.C. SNOW BECKER KRAUSS P.C. S:\dlb\Orbit
Int.
Corp\Form S-8\sbk opinion Exhibit 5.1.doc EXHIBIT 23.2
GOLDSTEIN GOLUB
KESSLER LLP Certified Public Accountants and Consultants
INDEPENDENT AUDITOR'S
CONSENT To the Board of Directors Orbit International Corp. We
hereby consent to the
incorporation by reference in the Registration Statement on
Form S-8 of our report dated
March 2, 2001, except for the second paragraph of Note 16, as
to which the date is March 9,
2001, on the consolidated financial statements of Orbit
International Corp. and Subsidiaries as
of December 31, 2000 and 1999, which appear in the annual
report on Form 10-KSB of Orbit
International Corp. for the year ended December 31, 2000. /s/
Goldstein Golub Kessler LLP
GOLDSTEIN GOLUB KESSLER LLP New York, New York August 6, 2001
EXHIBIT
24.1 POWER OF ATTORNEY ORBIT INTERNATIONAL CORP. REGISTRATION
STATEMENT ON FORM S-8 2000 EMPLOYEE STOCK OPTION PLAN 1995
EMPLOYEE STOCK OPTION PLAN 1995 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS Each of the undersigned Directors and/or
Officers of Orbit
International Corp., a Delaware corporation (the "Company"),
hereby constitutes and appoints
Dennis Sunshine and Mitchell Binder, or either one of them, the
true and lawful attorneys-in-fact
of such Director and/or Officer, with full power of
substitution and resubstitution, for him or her
and in his or her name, place, and stead, in any and all
capacities, to do any and all acts and
execute any and all instruments which the said attorneys may
deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933,
as amended (the "Securities
Act"), and any rules and regulations and requirements of the
Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of an
aggregate of 750,000 shares of the Company's common stock, $.10
par value per share, issued
or which may be issued under the terms of the Orbit
International Corp. 1995 Employee Stock
Option Plan, the Orbit International Corp. 2000 Employee Stock
Option Plan and 1995 Stock
Option Plan for Non-Employee Directors, as amended from time to
time, including specifically,
but without limiting the generality of the foregoing, the power
and authority to sign the name of
the undersigned in his or her capacity as Director and/or
Officer of the Company to a
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission
with respect thereto, to any and all amendments, including
post-effective amendments, to the
said Registration Statement, and to any and all instruments and
documents filed as a part of or in
connection with the said Registration Statement or amendments
thereto; and each of the
undersigned hereby ratifies and confirms all that the said
attorneys, or any of them, has done,
shall do, or cause to be done by virtue hereof. IN WITNESS
WHEREOF, each of the
undersigned has executed this power of attorney this 13th day
of September 2001.
/s/
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Har
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Ma
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nno
S:\dlb\Orbit Int. Corp\Form S-8\Form S-8#3 9-13-01.doc