Unassociated Document
Filed
with the Securities and Exchange Commission on March 12, 2010
Registration
No. 333-______
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
FORM
S-8
REGISTRATION
STATEMENT
THE
SECURITIES ACT OF 1933
(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Milpitas,
California 95035
(Address
of principal executive offices) (Zip code)
Amended
and Restated Globalstar, Inc.
2006
Equity Incentive Plan
Senior
Vice President and Chief Financial Officer
461 South
Milpitas Blvd.
Milpitas,
California 95035
(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
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Accelerated
filer x
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Non-accelerated
filer o
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Smaller
reporting
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(Do
not check if a smaller
reporting
company)
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company
x
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CALCULATION
OF REGISTRATION FEE
Title
of
securities
to be registered1
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Amount
to be registered2
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Proposed
maximum offering price per share3
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Proposed
maximum aggregate offering price3
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Amount
of registration fee
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Voting
Common Stock,
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$0.0001
par value (“Common Stock”)
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5,487,680 |
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$ |
1.215 |
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$ |
6,667,532 |
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$ |
475.40 |
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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 March 8,
2010, as reported on the Nasdaq Global Select Market.
PART
II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Explanatory
Note: This registration statement on Form S-8 registers an additional
5,487,680 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) and 10,000,000 shares (File No.
333-161510) 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. |
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Exhibits |
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5.1
Opinion of Counsel
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23.1
Consent of Counsel (included in Exhibit 5.1)
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24.1
Powers of Attorney (included on signature
page)
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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 Milpitas, State of California, as of March 12, 2010.
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GLOBALSTAR,
INC. |
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By:
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/s/
Fuad Ahmad |
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Fuad
Ahmad, |
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Senior
Vice President and |
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Chief
Financial Officer |
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SIGNATURES AND POWER OF
ATTORNEY
The
officers and directors of Globalstar, Inc. whose signatures appear below, hereby
constitute and appoint Peter J. Dalton and Fuad Ahmad, 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 March
12, 2010.
/s/ James Monroe III
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Chairman
of the Board
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James
Monroe III
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/s/ Peter J. Dalton
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Chief
Executive Officer (Principal Executive Officer) and
Director
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Peter
J. Dalton
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/s/ Fuad Ahmad
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Senior
Vice President and Chief Financial Officer, (Principal Financial and
Accounting Officer)
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Fuad
Ahmad
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/s/ William A. Hasler
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Director
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William
A. Hasler
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/s/ Kenneth E. Jones
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Director
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Kenneth
E. Jones
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/s/ James F. Lynch
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Director
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James
F. Lynch
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/s/ J. Patrick McIntyre
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Director
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J.
Patrick McIntyre
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/s/ Richard S. Roberts
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Director
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Richard
S. Roberts
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