UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 7, 2014
ORBCOMM Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33118 | 41-2118289 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
395 W. Passaic Street
Rochelle Park, New Jersey 07662
(Address of Principal Executive Offices) (Zip Code)
(703) 433-6300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 8.01 | Other Events |
On November 7, 2014, ORBCOMM Inc. (“ORBCOMM” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., as representative of the several underwriters listed on Schedule I to the Underwriting Agreement (the “Underwriters”), in connection with the Company’s issuance and sale of 14,785,714 shares (including 1,928,571 shares being issued and sold pursuant to the exercise of the Underwriters’ option) of common stock, par value $0.001 per share, of the Company in an underwritten registered public offering pursuant to the registration statement on Form S-3 (File No. 333-195077) filed by the Company with the Securities and Exchange Commission and the prospectus dated April 9, 2014, as supplemented by the final prospectus supplement dated November 10, 2014.
The Underwriting Agreement contains representations, warranties and agreements of the Company, conditions to closing, indemnification and contribution rights and obligations of the parties, termination provisions and other terms and conditions, in each case, that are customary in agreements of this type. The issuance and sale of the shares closed on November 13, 2014. The net proceeds to the Company from the offering, after deducting Underwriters’ discounts and commissions and other estimated offering expenses payable by the Company, were approximately $79 million.
The above description of certain terms and conditions of the Underwriting Agreement is qualified by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated November 7, 2014, by and among the Company and Raymond James & Associates, Inc., as representative of the several Underwriters listed on Schedule I to the Underwriting Agreement. | |
| 5 | Opinion of Chadbourne & Parke LLP. | |
| 23 | Consent of Chadbourne & Parke LLP (included in Exhibit 5 hereto). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORBCOMM INC. | ||||||
| Date: November 13, 2014 | By: | /s/ Christian Le Brun | ||||
| Name: Christian Le Brun | ||||||
| Title: Executive Vice President, General | ||||||
| Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated November 7, 2014, by and among the Company and Raymond James & Associates, Inc., as representative of the several Underwriters listed on Schedule I to the Underwriting Agreement. | |
| 5 | Opinion of Chadbourne & Parke LLP. | |
| 23 | Consent of Chadbourne & Parke LLP (included in Exhibit 5 hereto). | |