UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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ORBCOMM Inc.
(Name of Registrant as Specified In
Its Charter)
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Statement, if Other Than the Registrant)
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ORBCOMM
Inc. issued the following press release on April 28, 2009.
RISKMETRICS GROUP RECOMMENDS SHAREHOLDERS VOTE “FOR”
ORBCOMM BOARD’S NOMINEES
ORBCOMM BOARD’S NOMINEES
Fort Lee, NJ, April 28, 2009 – ORBCOMM Inc. (Nasdaq: ORBC), a global satellite data communications
company focused on two-way Machine-to-Machine (M2M) communications, today announced that
RiskMetrics Group’s ISS Governance Services, one of the leading independent proxy advisory firms,
has published a report recommending that shareholders vote “FOR” both of the company’s nominees for
ORBCOMM’s Board of Directors, Jerome Eisenberg and Marco Fuchs.
In making its recommendation, RiskMetrics highlights various issues with the dissidents’ proposal,
including the capital raise, the dissidents’ inability to effect change, the dissidents’ lack of
industry experience and initial negative market reaction to the dissidents’ plans for ORBCOMM.
In its report, published on April 28, 2009, RiskMetrics states, “...given the timing of dissidents
proposed capital raise, the similarity between the management and dissident’s plans, and the
potential conflict of interest issues discussed earlier, shareholders may have concerns about the
dissident’s ability to effect change.”
RiskMetrics also notes that “neither Mr. Miron nor Mr. Chrust have any recent satellite industry or
public board experience... In comparison, both the incumbent nominees have direct industry and public
board experience. Mr. Jerome Eisenberg has been associated with the satellite industry since 1993,
when he helped found Satcom International Group, Inc. Mr. Marco Fuchs has been the CEO and Chairman
of the board of OHB Technology A.G. (a European publicly listed space technology company) since
2000.”
In conclusion, RiskMetrics says, “...given our concern with the dissident nominees and the lack of
market’s support for the dissident’s plan...we recommend that shareholders vote on the WHITE proxy
card and vote FOR Jerome Eisenberg and Marco Fuchs.”
Commenting on today’s announcement, Marc Eisenberg, ORBCOMM’s Chief Executive Officer, stated “We
are gratified that both RiskMetrics and Glass Lewis, two of the leading proxy advisory firms, have
recommended that shareholders vote in favor of ORBCOMM’s nominees at the upcoming annual meeting.”
ORBCOMM urges all shareholders to follow RiskMetric’s recommendation to vote in favor of its
nominees by signing and returning the WHITE proxy card.
ORBCOMM will hold its annual shareholder meeting on May 6, 2009, at 10:00 AM, Eastern Time, at the
Hyatt Dulles, 2300 Dulles Corner Boulevard, Herndon, VA, 20171.
About ORBCOMM Inc.
ORBCOMM is a leading global satellite data communications company, focused on Machine-to-Machine
(M2M) communications. Its customers include Caterpillar Inc., Doosan Infracore America, General
Electric, Hitachi Construction Machinery, Hyundai Heavy Industries, Komatsu Ltd., Manitowoc Crane
Companies, Inc, and Volvo Construction Equipment among other industry leaders. By means of a global
network of low-earth orbit (LEO) satellites and accompanying ground infrastructure, ORBCOMM’s
low-cost and reliable two-way data communications products and services track, monitor and control
mobile and fixed assets in four core markets: commercial transportation; heavy equipment;
industrial fixed assets; and marine/homeland security. The Company’s products are installed on
trucks, containers, marine vessels, locomotives, backhoes, pipelines, oil wells, utility meters,
storage tanks and other assets. ORBCOMM is headquartered in Fort Lee, New Jersey and has a network
control center in Dulles, Virginia. For more information, visit www.orbcomm.com.
Forward-Looking Statements
Certain statements discussed in this press release constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to our plans, objectives and expectations for future events and include statements
about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements
that are not historical facts. Such forward-looking statements, including those concerning the
Company’s expectations, are subject to known and unknown risks and uncertainties, which could cause
actual results to differ materially from the results, projected, expected or implied by the
forward-looking statements, some of which are beyond the Company’s control, that may cause the
Company’s actual results, performance or achievements, or industry results, to be materially
different from any future results, performance or achievements expressed or implied by such
forward-looking statements. These risks and uncertainties include but are not limited to: the
impact of global recession and continued worldwide credit and capital constraints; substantial
losses we have incurred and expect to continue to incur; demand for and market acceptance of our
products and services and the applications developed by our resellers; loss or decline or slowdown
in the growth in business from the Asset Intelligence division of General Electric Company (“GE” or
“General Electric” or “AI”), other value-added resellers or VARs and international value-added
resellers or IVARs; loss or decline or slowdown in growth in business of any of the specific
industry sectors the Company serves, such as transportation, heavy equipment, fixed assets and
maritime; litigation proceedings; technological changes, pricing pressures and other competitive
factors; the inability of our international resellers to develop markets outside the United States;
market acceptance and success of our Automatic Identification System (“AIS”) business; the in-orbit
satellite failure of the Coast Guard demonstration or the quick-launch satellites, satellite launch
and construction delays and cost overruns and in-orbit satellite failures or reduced performance;
the failure of our system or reductions in levels of service due to technological malfunctions or
deficiencies or other events; our inability to renew or expand our satellite constellation;
political, legal regulatory, government
administrative and economic conditions and developments in
the United States and other countries and territories in which we operate; and changes in our business strategy; and the other
risks described in our filings with the Securities and Exchange Commission. Unless required by law,
we undertake no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
Contacts |
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Investor Inquiries:
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Media Inquiries: | |
Lucas Binder
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Jennifer Lattif | |
VP, Business Development and Investor Relations
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Senior Account Executive | |
ORBCOMM Inc.
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The Abernathy MacGregor Group | |
703-433-6505
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212-371-5999 | |
binder.lucas@orbcomm.com
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jcl@abmac.com |