Filed with the Securities and Exchange Commission on May 28, 2014
Registration No. 333-______
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Globalstar, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 41-2116508 | |
| (State or other jurisdiction) | (I.R.S. Employer Identification No.) | |
| of incorporation or organization |
300 Holiday Square Blvd.
Covington, Louisiana 70433
(Address of principal executive offices) (Zip code)
Amended and Restated Globalstar, Inc.
2006 Equity Incentive Plan
(Full title of the plan)
L. Barbee Ponder IV
General Counsel & Vice President Regulatory Affairs
Globalstar, Inc.
300 Holiday Square Blvd.
Covington, Louisiana 70433
(985) 335-1500
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer x | Non-accelerated filer o | Smaller reporting | |||
| (Do not check if a smaller reporting company) | company o |
CALCULATION OF REGISTRATION FEE | |||||
|
securities to be registered1 |
|
Proposed maximum offering price per share3 |
Proposed maximum aggregate offering price3 |
Amount of registration fee | |
| Voting Common Stock, | |||||
| $0.0001 par value (“Common Stock”) | 10,717,669 | $3.18 | $34,082,187.42 | $4,389.79 | |
1 The securities to be registered include options and rights to acquire Common Stock.
2 This registration statement also covers such indeterminable number of additional shares of Common Stock of the registrant as may become issuable with respect to any or all of such shares pursuant to the antidilution provisions of the plan.
3 The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for purposes of calculating the registration fee and are based, pursuant to Rule 457(h) under the Securities Act of 1933, upon the average of the high and low prices of the Common Stock on May 23, 2014 as reported on the NYSE MKT.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note: This registration statement on Form S-8 registers an additional 10,717,669 shares of the Common Stock of Globalstar, Inc. which may be issued pursuant to the Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan (the “Plan”). Previous registration statements on Form S-8 registered 1,200,000 shares (File No. 333-138590), 600,000 shares (File No. 333-145283), 1,673,858 shares (File No. 333-149747), 3,000,000 shares (File No. 333-150871), 2,732,117 shares (File No. 333-156884), 10,000,000 shares (File No. 333-161510), 5,487,680 shares (File No. 333-165444), 5,813,653 shares (File No. 333-173218), 5,943,516 shares (File No. 333-180178) and 7,081,715 shares (File No. 333-188538) of Common Stock under the Plan. The contents of those registration statements are incorporated herein by reference except to the extent that an Item is restated below.
| Item 8. | Exhibits |
| 5.1 | Opinion of Counsel |
| 23.1 | Consent of Counsel (included in Exhibit 5.1) |
| 23.2 | Consent of Crowe Horwath LLP, Independent Registered Public Accounting Firm |
| 24.1 | Powers of Attorney (included on signature page) |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, State of Louisiana, as of May 28, 2014.
| GLOBALSTAR, INC. | ||
| By: | /s/ James Monroe III | |
| James Monroe III, | ||
| Chairman and | ||
| Chief Executive Officer | ||
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Globalstar, Inc. whose signatures appear below, hereby constitute and appoint James Monroe III and Richard S. Roberts, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each said attorney and agent, or his substitute, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of May 28, 2014.
| Signature | Title | |
| /s/ James Monroe III | Chairman of the Board and Chief Executive Officer (Principal | |
| James Monroe III | Executive and Financial Officer) | |
| /s/ Rebecca S. Clary | Chief Accounting Officer and Corporate Controller | |
| Rebecca S. Clary | ||
| /s/ William A. Hasler | Director | |
| William A. Hasler | ||
| /s/ John Kneuer | Director | |
| John Kneuer | ||
| /s/ James F. Lynch | Director | |
| James F. Lynch | ||
| /s/ J. Patrick McIntyre | Director | |
| J. Patrick McIntyre | ||
| /s/ Richard S. Roberts | Director | |
| Richard S. Roberts |