Filed
with the Securities and Exchange Commission on March 12, 2010
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)
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Delaware
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41-2116508
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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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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
Senior
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.
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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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|||
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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
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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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||||||||||||
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Voting
Common Stock,
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||||||||||||||||
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$0.0001
par value (“Common Stock”)
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5,487,680 | $ | 1.215 | $ | 6,667,532 | $ | 475.40 | |||||||||
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. | 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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23.2
Consent of Crowe Horwath LLP, Independent
Registered Public Accounting Firm
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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.
| GLOBALSTAR, INC. | |||
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By:
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/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 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.
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/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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Exhibits
5.1 and 23.1
Taft
Stettinius & Hollister LLP
425
Walnut Street, Suite 1800
Cincinnati,
Ohio 45202
March 12,
2010
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 5,487,680 shares of the voting 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 statements on Form S-8 pertaining to the Amended
and Restated Globalstar, Inc. 2006 Equity Incentive Plan of our report dated March
12, 2010, with respect to
the consolidated financial statements of Globalstar, Inc., and the
effectiveness of internal control over financial reporting, included in the Company’s
Annual Report on
Form 10-K of Globalstar,
Inc.
Crowe Horwath LLP
Oak Brook, Illinois
March 12,
2010