Filed with the Securities and Exchange Commission on January 22, 2009

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)

 

 

461 South Milpitas Blvd.

Milpitas, California 95035

(Address of principal executive offices) (Zip code)

 

Amended and Restated Globalstar, Inc.

2006 Equity Incentive Plan

(Full title of the plan)

 

Fuad Ahmad

Vice President and Chief Financial Officer

Globalstar, Inc.

461 South Milpitas Blvd.

Milpitas, California 95035

(408) 933-4000

(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.

 

 

CALCULATION OF REGISTRATION FEE

 

Title of  securities to be  registered(1)		Amount to be registered(2)		Proposed  maximum offering price per share(3)			Proposed  maximum aggregate  offering price(3)			Amount of  registration fee
Common Stock, $0.0001 par value		2,732,117		$	0.34		$	928,919.78		$	36.51

(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 January 15, 2009, 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 2,732,117 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) and 3,000,000 shares (File No. 333-150871) 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)

 

II-1

 

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 January 22, 2009.

 

		GLOBALSTAR, INC.
		By:	/s/ Fuad Ahmad
		Fuad Ahmad,
		Senior Vice President and
		Chief Financial 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 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 January 22, 2009.

 

/s/ James Monroe III		Chairman of the Board and Chief Executive Officer
James Monroe III		(Principal Executive Officer)
/s/ Fuad Ahmad		Senior Vice President and Chief Financial Officer,
Fuad Ahmad		(Principal Financial and Accounting Officer)
/s/ Peter J. Dalton		Director
Peter J. Dalton
/s/ Kenneth E. Jones		Director
Kenneth E. Jones
/s/ James F. Lynch		Director
James F. Lynch
/s/ J. Patrick McIntyre		Director
J. Patrick McIntyre
/s/ Richard S. Roberts		Director
Richard S. Roberts

 

II-2

Exhibits 5.1 and 23.1

 

Taft Stettinius & Hollister LLP

425 Walnut Street, Suite 1800

Cincinnati, Ohio  45202

 

January 22, 2009

 

Globalstar, Inc.

461 South Milpitas Blvd.

Milpitas, California 95035

 

RE:          Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Globalstar, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 for the registration of an additional 2,732,117 shares of the common stock, $0.0001 par value, of the Company (the “Shares”) that may be issued pursuant to the Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan (the “Plan”).

 

In connection with this opinion, we have examined all documents, records, certificates and matters of law as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

 

Based on such examination, we are of the opinion that the Shares covered by the Registration Statement, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name wherever it appears in said Registration Statement.

 

Very truly yours,

 

 

TAFT STETTINIUS & HOLLISTER LLP

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan of our report dated March 14, 2008, with respect to the consolidated financial statements of Globalstar, Inc., and the effectiveness of internal control over financial reporting, which report is included in Form 10-K for Globalstar, Inc. for the year ended December 31, 2007.

 

 

		/s/ Crowe Horwath LLP
		Crowe Horwath LLP

 

Oak Brook, Illinois

January 21, 2009