DELAWARE (State or other jurisdiction of incorporation or organization) |
41-2118289 (I.R.S. Employer Identification No.) |
|
2115 Linwood Avenue, Suite 100 Fort Lee, New Jersey (Address of Principal Executive Offices) |
07024 (Zip Code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Amount to be | Proposed maximum offering |
Proposed maximum aggregate |
Amount of | |||||||||||||||||||
Title of securities to be registered | registered (1) | price per share (2) | offering price (2) | registration fee | ||||||||||||||||||
Common Stock, par value $.001 per share (including the associated Preferred Share Purchase Rights) | 5,000,000 shares | $3.31 | $16,550,000 | $1,921.46 | ||||||||||||||||||
(1) | The shares of Common Stock set forth in the Calculation of Registration Fee table and which may be offered pursuant to this Registration Statement include, pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), such additional number of shares of the Registrants Common Stock as may be offered or issued as a result of any stock splits, stock dividends or similar events. | |
(2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrants Common Stock on June 9, 2011, as reported on The Nasdaq Global Market. |
Item 3. | Incorporation of Documents by Reference. |
(a) | Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2010; |
(b) | Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2011; |
(c) | Current Report on Form 8-K of the Company filed on February 1, 2011; |
(d) | Current Report on Form 8-K of the Company filed on February 24, 2011; |
(e) | Current Report on Form 8-K of the Company filed on May 3, 2011; |
(f) | Current Report on Form 8-K of the Company filed on May 20, 2011; and |
(g) | The description of the Companys Common Stock under the caption Description of capital stock in the Companys Registration Statement on Form S-1, as amended (Registration No. 333-134088). |
II-1
Item 8. | Exhibits. |
4.1 | Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2006, is
incorporated herein by reference. |
|||
4.2 | Amended Bylaws of the Company, filed as Exhibit 3.2 to the Companys Annual Report
on Form 10-K for the year ended December 31, 2006, is incorporated herein by
reference. |
|||
4.3 | ORBCOMM Inc. 2006 Long-Term Incentives Plan, as amended, filed as Exhibit 99 to
the Companys Current Report on Form 8-K filed on May 3, 2011, is incorporated
herein by reference. |
|||
4.4 | Form of Restricted Stock Unit Award Agreement under the Companys 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. |
|||
4.5 | Form of Stock Appreciation Rights Award Agreement under the Companys 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. |
|||
5 | Opinion of Christian G. Le Brun, Esq., Executive Vice President and General
Counsel of the Company, as to the legality of any newly issued shares of Common
Stock covered by this registration statement. |
|||
23.1 | Consent of KPMG LLP, an independent registered public accounting firm. |
|||
23.2 | Consent of Deloitte & Touche LLP, an independent registered public accounting firm. |
|||
23.3 | Consent of Christian G. Le Brun, Esq., contained in his opinion filed as Exhibit 5
to this Registration Statement. |
|||
23.4 | Consent of Chadbourne & Parke LLP. |
|||
24 | Powers of Attorney authorizing certain persons to sign this Registration Statement
on behalf of certain directors and officers of the Company. |
II-2
ORBCOMM INC. |
||||
By: | /s/ Christian G. Le Brun | |||
(Christian G. Le Brun, Executive Vice | ||||
President and General Counsel) |
Signature | Title | |
Marc J. Eisenberg*
|
Chief Executive Officer and President and
Director (principal executive officer) |
|
Jerome B. Eisenberg*
|
Chairman of the Board | |
Didier Delepine*
|
Director | |
Marco Fuchs*
|
Director | |
Hans E. W. Hoffmann*
|
Director | |
Timothy Kelleher*
|
Director |
II-3
Signature | Title | |
John Major*
|
Director | |
Gary H. Ritondaro*
|
Director | |
John R. Wood*
|
Director | |
Robert G. Costantini*
|
Executive Vice President and Chief
Financial Officer (principal financial and accounting officer) |
*By:
|
/s/ Christian G. Le Brun
|
** | By authority of the powers of attorney filed as Exhibit 24 to this Registration Statement. |
II-4
Exhibit | ||||
Number | ||||
4.1 | Restated Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to the Companys Annual Report on Form 10-K for the year
ended December 31, 2006, is incorporated herein by reference. |
|||
4.2 | Amended Bylaws of the Company, filed as Exhibit 3.2 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2006, is
incorporated herein by reference. |
|||
4.3 | ORBCOMM Inc. 2006 Long-Term Incentives Plan, as amended, filed as
Exhibit 99 to the Companys Current Report on Form 8-K filed on May
3, 2011, is incorporated herein by reference. |
|||
4.4 | Form of Restricted Stock Unit Award Agreement under the Companys
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. |
|||
4.5 | Form of Stock Appreciation Rights Award Agreement under the Companys
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. |
|||
5 | Opinion of Christian G. Le Brun, Esq., Executive Vice President and
General Counsel of the Company, as to the legality of any newly
issued shares of Common Stock covered by this registration statement. |
|||
23.1 | Consent of KPMG LLP, an independent registered public accounting firm. |
|||
23.2 | Consent of Deloitte & Touche LLP, an independent registered public
accounting firm. |
|||
23.3 | Consent of Christian G. Le Brun, Esq., contained in his opinion filed
as Exhibit 5 to this Registration Statement. |
|||
23.4 | Consent of Chadbourne & Parke LLP. |
|||
24 | Powers of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and officers of
the Company. |