SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Amendment
No. 3
Under
the Securities Exchange Act of 1934
Globalstar,
Inc.
(Name of
Issuer)
Common
Stock (voting), par value $0.0001 per share
(Title of
Class of Securities)
378973408
(CUSIP
Number)
Gerald S.
Greenberg, Esq.
Taft
Stettinius & Hollister LLP
425
Walnut Street, Suite 1800
Cincinnati,
OH 45202
(513)
381-2838
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January
26, 2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on the following pages)
CUSIP No.
378973408
|
1
|
NAME
OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Globalstar
Holdings, LLC
41-2116509
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
|
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
|
PURSUANT
TO ITEM 2(d) or
2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
7
|
SOLE
VOTING POWER
|
|
|
-0-
|
||
|
NUMBER
OF
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|
BENEFICIALLY
|
||
|
OWNED
BY
|
38,640,750
|
|
|
EACH
|
||
|
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
||
|
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
38,640,750
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
38,640,750
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* o |
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
14.06%
|
14
|
TYPE
OF REPORTING PERSON*
|
| OO | |
2
CUSIP No.
378973408
|
1
|
NAME
OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo
Funding Company LLC
84-6331739
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
|
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
|
PURSUANT
TO ITEM 2(d) or
2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Colorado
|
7
|
SOLE
VOTING POWER
|
|
|
-0-
|
||
|
NUMBER
OF
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|
BENEFICIALLY
|
||
|
OWNED
BY
|
176,433,407
|
|
|
EACH
|
||
|
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
||
|
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
176,433,407
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
176,433,407
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* o |
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
58.97%
|
14
|
TYPE
OF REPORTING PERSON*
|
| OO | |
3
CUSIP No.
378973408
|
1
|
NAME
OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Globalstar
Satellite, LP
33-1077009
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
|
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
|
PURSUANT
TO ITEM 2(d) or
2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Colorado
|
7
|
SOLE
VOTING POWER
|
|
|
-0-
|
||
|
NUMBER
OF
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|
BENEFICIALLY
|
||
|
OWNED
BY
|
618,558
|
|
|
EACH
|
||
|
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
||
|
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
618,558
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
618,558
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* o |
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
0.23%
|
14
|
TYPE
OF REPORTING PERSON*
|
| PN | |
4
CUSIP No.
378973408
|
1
|
NAME
OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James
Monroe III
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
x
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
|
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
|
PURSUANT
TO ITEM 2(d) or
2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States
|
7
|
SOLE
VOTING POWER
|
|
|
-0-
|
||
|
NUMBER
OF
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|
BENEFICIALLY
|
||
|
OWNED
BY
|
248,791,579
|
|
|
EACH
|
||
|
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
||
|
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
248,791,579
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
248,791,579
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* o |
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
69.9%
(See Item 6.)
|
14
|
TYPE
OF REPORTING PERSON*
|
| IN | |
5
Globalstar
Holdings, LLC, Thermo Funding Company, LLC (“Thermo Funding”), Globalstar
Satellite, L.P. and James Monroe III (including a trust controlled by him) are
sometimes collectively referred to as the “Reporting Persons.” Any disclosures
herein with respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate
party.
The
Issuer created a class of Nonvoting Common Stock, approved by stockholders on
September 23, 2009, to facilitate compliance with agreements restricting voting
power of the Reporting Persons and agreements with certain of the Reporting
Persons. References throughout this Schedule 13D Amendment #3 to Common Stock
include both Voting Common Stock (the security registered pursuant to Section 12
under the Securities Exchange Act of 1934) and Nonvoting Common Stock. In
certain circumstances the Reporting Persons have the power to bifurcate note
conversions and warrant exercises into both securities to prevent the Reporting
Persons’ voting power to stay below 70%.
This
filing amends the Schedule 13D Amendment #2 filed August 11, 2009 to amend Items
5 and 6 as follows:
Item 5. Interest in
Securities of Issuer.
The
calculations of percentages in this Schedule 13D, Amendment #3 are based on the
number of shares of Voting Common Stock (274,758,587 shares) outstanding on
February 12, 2010, plus for Thermo Funding and Mr. Monroe, the shares that may
be issued to the Reporting Persons within 60 days upon the exercise of stock
options or warrants and the conversion of 8.00% Notes or shares of Nonvoting
Common Stock into Voting Common Stock. Thermo Funding holds 2,525,750 shares of
Nonvoting Common Stock that may not be converted into Voting Common Stock until
stockholder approval is obtained.
Globalstar Holdings,
LLC
|
(a)
|
See
page 2, nos. 11 and 13.
|
|
(b)
|
See page 2, nos.
7-10.
|
|
(c)
|
None.
|
|
(d)
|
None.
|
|
(e)
|
Not
Applicable.
|
Thermo Funding Company
LLC
|
(a)
|
See
page 3, nos. 11 and 13.
|
|
(b)
|
See page 3, nos.
7-10.
|
|
(c)
|
Acquisitions
by Thermo Funding Company, LLC within the last 60 days pursuant to
privately negotiated transactions:
|
|
Date
|
Number of shares (as converted or exercised)
|
Price per share
|
||||||
|
December
18, 2009
|
109,424,034
Voting Common Stock
|
$ | 1.37 | |||||
|
16,750000 Nonvoting
Common Stock
|
$ | 1.37 | ||||||
|
Upon
conversion of one share of Series A Preferred Stock issued June 19, 2009
(reported in Schedule 13D,
Amendment #2). |
||||||||
|
December
31, 2009
|
2,516,990 | $ | 0.87 | |||||
|
January
26, 2010
|
2,525,750 | $ | 0.9605 | |||||
See Item
6 for additional information.
|
(d)
|
None.
|
|
(e)
|
Not
Applicable.
|
6
Globalstar Satellite,
L.P.
|
(a)
|
See
page 4, nos. 11 and 13.
|
|
(b)
|
See page 4, nos.
7-10.
|
|
(c)
|
None.
|
|
(d)
|
None.
|
|
(e)
|
Not
Applicable.
|
James Monroe
III
|
(a)
|
See
page 5, nos. 11 and 13.
|
|
(b)
|
See page 5, nos.
7-10.
|
|
(c)
|
Acquisitions
by Mr. Monroe’s trust within the last 60 days pursuant to existing
contractual obligations:
|
|
Date
|
Number of shares (as converted or exercised)
|
Price per share
|
||||
|
December
15, 2009
|
247,704
Voting Common Stock
|
$ | 1.80 | |||
|
December
18, 2009
|
3,360,411
Common Stock
|
$ | 0.87 | |||
See Item
6 for additional information.
|
(d)
|
None.
|
|
(e)
|
Not
Applicable.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Persons amend Item 6 to
add additional information described below.
8.00%
Convertible Senior Unsecured Note and Warrant Offering
On June 19, 2009, the Issuer sold $55
million in aggregate principal amount of 8.00% Convertible Senior Unsecured
Notes (“8.00% Notes”) and warrants (“Warrants”) to purchase 15,277,771 shares of
the Issuer’s Common Stock at an initial exercise price of $1.80 per share to
selected institutional investors in a direct offering registered under the
Securities Act of 1933. Mr. Monroe’s trust
purchased $11.4 million principal aggregate amount of the 8.00% Notes, which
included the right to convert the notes into 6,333,333 shares of Common Stock
(based on the initial conversion price prior to interest payments) and 3,166,666
Warrants. The 8.00% Notes are convertible into shares of Common Stock at
an initial conversion price of $1.80 per share of Common Stock, subject to
adjustment in the manner set forth in the supplemental indenture governing the
8.00% Notes.
On December 15, 2009, the trust received a payment in kind interest payment of
$445,866.67, which represents 247,704 shares of Common Stock (based on the
conversion price on the interest payment date).
The
Warrants have full ratchet anti-dilution protection, and the exercise price of
the Warrants is subject to adjustment under certain other circumstances. In
addition, if the closing price of the common stock on September 19, 2010 is less
than the exercise price of the Warrants then in effect, the exercise price of
the Warrants will be reset to equal the volume-weighted average closing price of
the common stock for the previous 15 trading days. In the event of certain
transactions that involve a change of control (“Fundamental Transactions”), the
holders of the Warrants have the right to make the Issuer purchase the Warrants
for cash, subject to certain conditions. The exercise period for the Warrants
will begin on December 19, 2009 and end on June 19, 2014. On December 18, 2009,
the trust received an additional 3,360,411 Warrants pursuant to the terms of the
anti-dilution provisions.
7
Debt
Conversion
On January 26, 2010, Thermo Funding and
the Issuer agreed to a conversion of a short term note for approximately $2.4
million into 2,525,750 shares of Nonvoting Common Stock. Thermo Funding agreed
that these shares may not be converted into Voting Common Stock until
stockholder approval of the issuance is obtained.
Contingent
Equity Agreement
On June
19, 2009, the Issuer entered into a Contingent Equity Agreement with Thermo
Funding whereby Thermo Funding agreed to deposit $60 million into a contingent
equity account to fulfill a condition precedent for borrowing under Issuer’s
senior secured facility agreement with a syndicate of French banks dated as of
June 5, 2009 (the “Facility Agreement”). Under the terms of the Facility
Agreement, the Issuer will be required to make drawings from this account if and
to the extent it has an actual or projected deficiency in its ability to meet
indebtedness obligations due within a forward-looking 90 day period. Thermo
Funding has pledged the contingent equity account to secure the Issuer’s
obligations under the Facility Agreement. If the Issuer makes any drawings from
the contingent equity account, it will issue Thermo Funding shares of Common
Stock calculated using a price per share equal to 80% of the volume-weighted
average closing price of the Common Stock for the 15 trading days immediately
preceding the draw. Thermo Funding may withdraw undrawn amounts in the account
after the Issuer has made the second scheduled repayment under the Facility
Agreement, which it currently expects to be no later than June 15,
2012.
The
Contingent Equity Agreement also provides that the Issuer will pay Thermo
Funding an availability fee of 10% per year for maintaining funds in the
contingent equity account. This fee is payable solely in warrants to purchase
Common Stock at $0.01 per share with a five-year exercise period from issuance,
with respect to a number of shares equal to the available balance in the
contingent equity account divided by $1.37, subject to certain adjustments. The
Issuer issued Thermo Funding a warrant to purchase 4,379,562 shares of Common
Stock for this fee at origination of the loan. One of the adjustment provisions
resulted in the issuance of 2,516,990 additional warrants on December 31, 2009.
No Common Stock is issuable if it would cause Thermo Funding and its affiliates
to own more than 70% of the Issuer’s outstanding voting stock. If the Issuer’s
Board of Directors and stockholders approve the creation of a class of nonvoting
common stock in the future, the Issuer may issue nonvoting common stock in lieu
of Common Stock to the extent issuing Common Stock would cause Thermo Funding
and its affiliates to exceed this 70% ownership level.
8
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
DATED:
February 16, 2010
|
GLOBALSTAR
HOLDINGS, LLC
|
|
|
By:
|
/s/*
|
|
James
Monroe III, Manager
|
|
|
Dated: February
16, 2010
|
|
|
THERMO
FUNDING COMPANY LLC
|
|
|
By:
|
/s/*
|
|
James
Monroe III, Trustee of Sole Member
|
|
|
Dated: February
16, 2010
|
|
|
GLOBALSTAR
SATELLITE, L.P.
|
|
|
By:
|
/s/*
|
|
James
Monroe III, President of General Partner
|
|
|
Dated: February
16, 2010
|
|
| /s/* | |
|
James
Monroe III
|
|
|
Dated: February
16, 2010
|
|
|
*
By Bridget C. Hoffman, Attorney-in-Fact
|
|
| /s/ Bridget C. Hoffman | |
| Bridget C. Hoffman | |
| Dated: February 16, 2010 | |
9