Delaware | 4899 | 41-2118289 | ||
(State or Other Jurisdiction
of Incorporation of Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Sey-Hyo Lee, Esq.
Alejandro R. San Miguel, Esq. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-5100 |
James H.
Ball, Jr., Esq. Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, New York 10005 (212) 530-5000 |
SEC registration fee
|
$ | 3,211 | ||
NASD filing fee
|
10,957 | |||
Accounting fees and expenses
|
200,000 | |||
Legal fees and expenses
|
600,000 | |||
Printing and engraving expenses
|
275,000 | |||
Transfer agent fees and expenses
|
16,000 | |||
Blue sky fees and expenses
|
10,000 | |||
Miscellaneous fees and expenses
|
84,832 | |||
Total
|
$ | 1,200,000 | ||
Ø | In March 2003, ORBCOMM LLC issued convertible notes in the aggregate principal amount of approximately $4.5 million to unrelated parties of which notes totaling approximately $165,000 were issued to a placement agent. ORBCOMM LLC issued additional convertible notes in the aggregate principal amount of approximately $1.2 million to related parties. Additionally, with the issuance of these notes, ORBCOMM LLC issued warrants to purchase 1,182,580 membership interests units of ORBCOMM LLC with a fair value of approximately $930,000. |
Ø | In January and February 2004, ORBCOMM LLC issued convertible notes in the aggregate principal amount of approximately $1.3 million. ORBCOMM LLC also issued warrants to purchase 131,578 membership interest units of ORBCOMM LLC in connection with these notes. |
Ø | On February 17, 2004, we completed a private placement of 6,302,817 shares of our Series A preferred stock at a purchase price of $2.84 per share, or an aggregate of approximately $17.9 million, to SES, Ridgewood Satellite LLC, OHB Technology A.G., Sagamore Hill Hub Fund Ltd., Northwood Ventures LLC and Northwood Capital Partners LLC, each of which is and was at the time an accredited investor, including conversion of a note in the amount of $2.6 million issued to Ridgewood Satellite LLC. |
Ø | In connection with the private placement, approximately $11.0 million of the outstanding convertible debt of ORBCOMM LLC, which included the notes issued in 2003 and 2004 as well as other notes issued prior to 2003, was converted into approximately 3.9 million shares of our Series A preferred stock. |
Ø | In connection with the private placement, the corporate structure of ORBCOMM LLC was reorganized such that ORBCOMM LLC became our wholly owned subsidiary and the former members of ORBCOMM LLC were issued 5,657,934 shares of our common stock in exchange for their membership interest units and holders of warrants to purchase membership interest units of ORBCOMM LLC were issued warrants to purchase 1,824,665 shares of our common stock. |
Ø | In connection with the reorganization, two of our officers contributed all of their interests in Sistron International LLC (representing 100% of Sistron) to us in exchange for 127,414 shares of Series A preferred stock in the amount of approximately $361,855. |
Ø | On August 13, 2004, we completed a follow-on sale of 4,051,888 shares of Series A preferred stock in the amount of approximately $11.5 million to existing holders of Series A preferred stock. |
Ø | In 2005, we issued Transport International Pool, Inc. 32,083 shares of common stock in the amount of approximately $136,000 upon Transport International Pool, Inc.s non-cancelable order for the purchase of our products. |
Ø | In October 2005, pursuant to an agreement entered into in connection with the 2004 reorganization, we acquired, from two of our officers, a 51% interest of Satcom in exchange for (i) 620,000 shares of Series A preferred stock in the amount of approximately $1,760,800 and (ii) a contingent payment in the event of a sale of or initial public offering. |
Ø | In November and December 2005 and January 2006, we completed private placements in the amount of approximately $72.5 million, consisting of 10% convertible promissory notes due February 16, 2010, warrants to purchase our common stock and shares of our Series B preferred stock to PCG Satellite Investments, LLC (an affiliate of the Pacific Corporate Group), MH Investors Satellites LLC (an affiliate of MH Equity Investors), Torch Hill Capital and several existing investors, including Ridgewood Capital, OHB Technology A.G., Northwood Ventures and several members of senior management, and certain other private equity investors, each of which is an accredited investor. The 10% convertible notes automatically converted on December 30, 2005 into shares of Series B preferred stock at a conversion price of $4.03 per share, and as a result of such conversion, the warrants were cancelled for no consideration. The transactions also included the reinvestment by certain holders of our Series A preferred stock of $1.3 million of dividends paid to |
the Series A preferred stock holders in shares of Series B preferred stock at a price of $4.03 per share. As a result of these transactions, an aggregate of approximately 18.0 million shares of our Series B preferred stock were issued and outstanding as of December 31, 2006. |
Ø | In 2006, we issued an aggregate of 619,580 shares of common stock upon the exercise of warrants to purchase common stock at per share exercise prices of $2.33 and $4.26. We received aggregate gross proceeds of $1.6 million from the exercise of these warrants. |
Ø | In 2007, we issued an aggregate of 131,186 shares of common stock upon the cashless exercise of warrants to purchase common stock at per share exercise prices of $2.33, $2.78, $3.38 and $4.26. We did not receive any cash proceeds from the exercise of these warrants. |
Exhibit No. | Description | |||
1 | Form of Underwriting Agreement. | |||
3 | .1 | Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Companys Annual Report on Form 10-K (File No. 001-33118), is incorporated herein by reference. | ||
3 | .2 | Amended Bylaws of the Company, filed as Exhibit 3.2 to the Companys Annual Report on Form 10-K (File No. 001-33118), is incorporated herein by reference. | ||
4 | .1 | Specimen Certificate for Common Stock, par value $0.001 per share, of the Company, filed as Exhibit 4.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
*5 | Opinion of Chadbourne & Parke LLP as to the legality of the common stock. | |||
10 | .1 | Validation Services Agreement, dated May 20, 2004, between the Company and the United States Coast Guard, filed as Exhibit 10.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .2.1 | Cooperation Agreement, dated May 18, 2004, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation, filed as Exhibit 10.2.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .2.2 | Amendment Number One to Cooperation Agreement, dated December 27, 2005, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation, filed as Exhibit 10.2.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .2.3 | Pricing Letter Agreement, dated May 6, 2004, between the Company and Delphi Corporation, filed as Exhibit 10.2.3 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. |
Exhibit No. | Description | |||
10 | .3.1 | ORBCOMM Concept Demonstration Satellite Bus, Integration Test and Launch Services Procurement Agreement, dated March 10, 2005, between the Company and OHB-System AG, filed as Exhibit 10.3.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .3.2 | Amendment to the Procurement Agreement, dated June 5, 2006, between the Company and OHB-System AG, filed as Exhibit 10.3.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .4 | ORBCOMM Concept Demonstration Communication Payload Procurement Agreement, dated November 3, 2004, between the Company and Orbital Sciences Corporation, filed as Exhibit 10.4 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .5 | Amendment to the Procurement Agreement, dated April 21, 2006, between the Company and Orbital Sciences Corporation, filed as Exhibit 10.5 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .6 | Second Amended and Restated Registration Rights Agreement, dated as of December 30, 2005, by and among the Company and certain preferred stockholders of the Company, filed as Exhibit 10.6 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.1 | International Value Added Reseller Agreement, dated March 14, 2003, between the Company and Transport International Pool, filed as Exhibit 10.9.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.2 | Amendment to International Value Added Reseller Agreement, dated January 26, 2006, between the Company and Transport International Pool, filed as Exhibit 10.9.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.3 | Assignment and Assumption Agreement, dated February 28, 2006, between ORBCOMM LLC, Transport International Pool and GE Asset Intelligence, LLC, filed as Exhibit 10.9.3 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.4 | Amendment to International Value Added Reseller Agreement dated July 11, 2006 between ORBCOMM LLC and GE Asset Intelligence, filed as Exhibit 10.9.4 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.5 | Amendment to International Value Added Resellers Agreement, dated August 3, 2006, between ORBCOMM LLC and GE Asset Intelligence, LLC, filed as Exhibit 10.9.5 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .8 | Form of Common Stock Warrants, filed as Exhibit 10.10 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .9 | Form of Series A Preferred Stock Warrants, filed as Exhibit 10.11 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .10 | Form of Ridgewood Preferred Stock Warrants, filed as Exhibit 10.12 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .11 | Form of Indemnification Agreement between the Company and the executive officers and directors of the Company, filed as Exhibit 10.13 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. |
Exhibit No. | Description | |||
10 | .12 | Schedule identifying agreements substantially identical to the Form of Indemnification Agreement constituting Exhibit 10.11 hereto, filed as Exhibit 10.14 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .13 | 2004 Stock Option Plan, filed as Exhibit 10.15 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .14 | 2006 Long-Term Incentives Plan, filed as Exhibit 10.16 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .15 | Form of Incentive Stock Option Agreement under the 2004 Stock Option Plan, filed as Exhibit 10.17 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference, filed as Exhibit 10.17 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .16 | Form of Non Statutory Stock Option Agreement under the 2004 Stock Option Plan, filed as Exhibit 10.18 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .17 | Employment Agreement, effective as of June 1, 2006, between Jerome B. Eisenberg and the Company, filed as Exhibit 10.19 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .18 | Employment Agreement, effective as of June 1, 2006, between Marc Eisenberg and the Company, filed as Exhibit 10.20 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .19.1 | Employment Agreement, dated as of May 5, 2006, between John P. Brady and the Company, filed as Exhibit 10.21.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .19.2 | Amendment to Stock Option Agreement, dated as of May 5, 2006, between John P. Brady and the Company, filed as Exhibit 10.21.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .19.3 | Retention and Separation Agreement, effective as of October 11, 2006, between John P. Brady and the Company, filed as Exhibit 10.21.3 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .20 | Employment Agreement, effective as of June 1, 2006, between John J. Stolte, Jr. and the Company, filed as Exhibit 10.22 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .21 | Employment Agreement, effective as of August 2, 2004, between Emmett Hume and the Company, filed as Exhibit 10.23 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .22 | Form of Restricted Stock Unit Award Agreement under the 2006 Long-Term Incentives Plan, filed as Exhibit 10.24 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .23 | Form of Stock Appreciation Rights Award Agreement under the 2006 Long-Term Incentives Plan, filed as Exhibit 10.25 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .24 | Employment Agreement, effective as of October 1, 2006, between Robert G. Costantini and the Company, filed as Exhibit 10.26 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .25 | Letter agreement, dated October 10, 2006, between Stellar Satellite Communications Ltd. and GE Asset Intelligence, LLC, filed as Exhibit 10.27 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. |
Exhibit No. | Description | |||
*16 | Letter of J.H. Cohn LLP regarding change in certifying accountant. | |||
21 | Subsidiaries of the Company, filed as Exhibit 21 to the Companys Annual Report on Form 10-K (File No. 001-33118), is incorporated herein by reference. | |||
*23 | .1 | Consent of Deloitte & Touche LLP, an independent registered public accounting firm. | ||
*23 | .2 | Consent of Chadbourne & Parke LLP, contained in their opinion. | ||
*24 | .1 | Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and executive officers of the Company. | ||
*24 | .2 | Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of John Major, a director of the Company. | ||
*24 | .3 | Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of Didier Delepine, a director of the Company. | ||
*99 | .1 | Consent of Harbor Research, Inc. | ||
*99 | .2 | Consent of Didier Delepine to be named as director of the Company. |
* | Previously filed. |
| Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. |
Schedule II | Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2004, 2005 and 2006 appears on page F-62. |
Ø | that, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
Ø | that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
By: |
/s/ Jerome
B. Eisenberg
|
Signature | Title | |
Jerome
B. Eisenberg* |
Chairman of the Board, Chief Executive Officer and Director (principal executive officer) |
|
Didier
Delepine* |
Director | |
Marco
Fuchs* |
Director | |
Hans
E.W. Hoffman* |
Director | |
Timothy
Kelleher* |
Director | |
John
Major* |
Director | |
Gary
H. Ritondaro* |
Director | |
Robert
G. Costantini* |
Executive Vice President andChief Financial Officer(principal financial and accounting officer) |
*By: |
/s/ Christian
G. Le Brun
|
Exhibit No. | Description | |||
1 | Form of Underwriting Agreement. | |||
3 | .1 | Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Companys Annual Report on Form 10-K (File No. 001-33118), is incorporated herein by reference. | ||
3 | .2 | Amended Bylaws of the Company, filed as Exhibit 3.2 to the Companys Annual Report on Form 10-K (File No. 001-33118), is incorporated herein by reference. | ||
4 | .1 | Specimen Certificate for Common Stock, par value $0.001 per share, of the Company, filed as Exhibit 4.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
*5 | Opinion of Chadbourne & Parke LLP as to the legality of the common stock. | |||
10 | .1 | Validation Services Agreement, dated May 20, 2004, between the Company and the United States Coast Guard, filed as Exhibit 10.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .2.1 | Cooperation Agreement, dated May 18, 2004, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation, filed as Exhibit 10.2.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .2.2 | Amendment Number One to Cooperation Agreement, dated December 27, 2005, among the Company, Stellar Satellite Communications Ltd. and Delphi Corporation, filed as Exhibit 10.2.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .2.3 | Pricing Letter Agreement, dated May 6, 2004, between the Company and Delphi Corporation, filed as Exhibit 10.2.3 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .3.1 | ORBCOMM Concept Demonstration Satellite Bus, Integration Test and Launch Services Procurement Agreement, dated March 10, 2005, between the Company and OHB-System AG, filed as Exhibit 10.3.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .3.2 | Amendment to the Procurement Agreement, dated June 5, 2006, between the Company and OHB-System AG, filed as Exhibit 10.3.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .4 | ORBCOMM Concept Demonstration Communication Payload Procurement Agreement, dated November 3, 2004, between the Company and Orbital Sciences Corporation, filed as Exhibit 10.4 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .5 | Amendment to the Procurement Agreement, dated April 21, 2006, between the Company and Orbital Sciences Corporation, filed as Exhibit 10.5 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .6 | Second Amended and Restated Registration Rights Agreement, dated as of December 30, 2005, by and among the Company and certain preferred stockholders of the Company, filed as Exhibit 10.6 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.1 | International Value Added Reseller Agreement, dated March 14, 2003, between the Company and Transport International Pool, filed as Exhibit 10.9.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. |
Exhibit No. | Description | |||
10 | .7.2 | Amendment to International Value Added Reseller Agreement, dated January 26, 2006, between the Company and Transport International Pool, filed as Exhibit 10.9.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.3 | Assignment and Assumption Agreement, dated February 28, 2006, between ORBCOMM LLC, Transport International Pool and GE Asset Intelligence, LLC, filed as Exhibit 10.9.3 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.4 | Amendment to International Value Added Reseller Agreement dated July 11, 2006 between ORBCOMM LLC and GE Asset Intelligence, filed as Exhibit 10.9.4 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .7.5 | Amendment to International Value Added Resellers Agreement, dated August 3, 2006, between ORBCOMM LLC and GE Asset Intelligence, LLC, filed as Exhibit 10.9.5 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .8 | Form of Common Stock Warrants, filed as Exhibit 10.10 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .9 | Form of Series A Preferred Stock Warrants, filed as Exhibit 10.11 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .10 | Form of Ridgewood Preferred Stock Warrants, filed as Exhibit 10.12 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .11 | Form of Indemnification Agreement between the Company and the executive officers and directors of the Company, filed as Exhibit 10.13 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .12 | Schedule identifying agreements substantially identical to the Form of Indemnification Agreement constituting Exhibit 10.11 hereto, filed as Exhibit 10.14 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .13 | 2004 Stock Option Plan, filed as Exhibit 10.15 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .14 | 2006 Long-Term Incentives Plan, filed as Exhibit 10.16 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .15 | Form of Incentive Stock Option Agreement under the 2004 Stock Option Plan, filed as Exhibit 10.17 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference, filed as Exhibit 10.17 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .16 | Form of Non Statutory Stock Option Agreement under the 2004 Stock Option Plan, filed as Exhibit 10.18 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .17 | Employment Agreement, effective as of June 1, 2006, between Jerome B. Eisenberg and the Company, filed as Exhibit 10.19 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .18 | Employment Agreement, effective as of June 1, 2006, between Marc Eisenberg and the Company, filed as Exhibit 10.20 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. |
Exhibit No. | Description | |||
10 | .19.1 | Employment Agreement, dated as of May 5, 2006, between John P. Brady and the Company, filed as Exhibit 10.21.1 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .19.2 | Amendment to Stock Option Agreement, dated as of May 5, 2006, between John P. Brady and the Company, filed as Exhibit 10.21.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .19.3 | Retention and Separation Agreement, effective as of October 11, 2006, between John P. Brady and the Company, filed as Exhibit 10.21.3 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .20 | Employment Agreement, effective as of June 1, 2006, between John J. Stolte, Jr. and the Company, filed as Exhibit 10.22 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .21 | Employment Agreement, effective as of August 2, 2004, between Emmett Hume and the Company, filed as Exhibit 10.23 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .22 | Form of Restricted Stock Unit Award Agreement under the 2006 Long-Term Incentives Plan, filed as Exhibit 10.24 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .23 | Form of Stock Appreciation Rights Award Agreement under the 2006 Long-Term Incentives Plan, filed as Exhibit 10.25 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .24 | Employment Agreement, effective as of October 1, 2006, between Robert G. Costantini and the Company, filed as Exhibit 10.26 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
10 | .25 | Letter agreement, dated October 10, 2006, between Stellar Satellite Communications Ltd. and GE Asset Intelligence, LLC, filed as Exhibit 10.27 to the Companys Registration Statement on Form S-1 (Registration No. 333-134088), is incorporated herein by reference. | ||
*16 | Letter of J.H. Cohn LLP regarding change in certifying accountant. | |||
21 | Subsidiaries of the Company, filed as Exhibit 21 to the Companys Annual Report on Form 10-K (File No. 001-33118), is incorporated herein by reference. | |||
*23 | .1 | Consent of Deloitte & Touche LLP, an independent registered public accounting firm. | ||
*23 | .2 | Consent of Chadbourne & Parke LLP, contained in their opinion. | ||
*24 | .1 | Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and executive officers of the Company. | ||
*24 | .2 | Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of John Major, a director of the Company. | ||
*24 | .3 | Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of Didier Delepine, a director of the Company. | ||
*99 | .1 | Consent of Harbor Research, Inc. | ||
*99 | .2 | Consent of Didier Delepine to be named as director of the Company. |
| Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. |