DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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o Preliminary
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o Confidential,
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o Definitive
Proxy Statement
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þ Definitive
Additional Materials
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o Soliciting
Material Pursuant to
Section 240.14a-12
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ORBCOMM Inc.
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
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ORBCOMM Inc. issued the following press release on April 30, 2009.
PROXY GOVERNANCE, INC. RECOMMENDS SHAREHOLDERS
VOTE FOR
ORBCOMM BOARDS NOMINEES
Fort Lee, NJ, April 30, 2009 ORBCOMM Inc. (Nasdaq: ORBC), a global satellite data communications
company focused on two-way Machine-to-Machine (M2M) communications, today announced that Proxy
Governance, Inc. (PGI), one of the leading independent proxy advisory firms, has published a report
recommending that shareholders vote FOR both of the companys nominees for ORCOMMs Board of
Directors, Jerome Eisenberg and Marco Fuchs.
In its report, published on April 28, 2009, PGI states, Of the two core strategies for making a
million dollars start with a dollar, or start with a billion dollars this may be the first
proxy contest ever launched in support of the second.
PGI notes the dissidents self interest in the proposal for an unnecessary $25 million capital
raise, stating that there is clearly no need to raise additional cash now, and no reason to
believe the company would be unable to raise it in the future, if things came down to it.
In discussing the dissidents plan to raise capital, PGI continued:
No one believes the company needs this money, particularly at this moment... the most
compelling argument isnt even that the officers and directors who, unlike the
dissidents, own enough shares (18%) to take both capital adequacy and capital efficiency
seriously have a substantial personal incentive to not get this wrong. It is, instead,
the additional $20 million cushion of vendor financing which the company does not expect to
tap, and the numerous banking relationships, including the one through which it raised $70
million only a few years ago, give it direct access to the capital markets on efficient,
competitive terms.
Whether the dissidents have now foresworn their share of the banking fees is immaterial.
An expensive and dilutive capital raise which is also demonstrably unnecessary raises
significant questions about the judgment of any directors who would pursue it.
PGI also commented on the purported strategic plan offered by the dissident group.
Among the rest of [the dissidents] proposals, what seems to have potential isnt new, and
what seems to be new hasnt much potential. Breakout innovations such as satellite-based
AIS tracking and monitoring cathodic protection on oil pipelines
are initiatives the company was bringing to market long before the dissidents first
presented their ideas to the board last summer.
ORBCOMM urges all shareholders to follow PGIs recommendation to vote in favor of its nominees by
signing and returning the WHITE proxy card.
Commenting on this announcement, Marc Eisenberg, ORBCOMMs Chief Executive Officer, stated We are
pleased to receive a favorable recommendation from PGI, making it the third leading proxy advisory
firm to recommend that shareholders vote in favor of ORBCOMMs nominees at the upcoming annual
meeting.
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, ORBCOMMs
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 Companys 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
Companys 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 Companys control, that may cause the
Companys 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.
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Contacts
Investor Inquiries:
Lucas Binder
VP, Business Development and Investor Relations
ORBCOMM Inc.
703-433-6505
binder.lucas@orbcomm.com
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Media Inquiries:
Jennifer Lattif
Senior Account Executive
The Abernathy MacGregor Group
212-371-5999
jcl@abmac.com |