Filed with the Securities and Exchange Commission on March 16, 2012
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 of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 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 | |||||
| Title of securities to be registered1 | Amount to be registered2 | Proposed maximum offering price per share3 | Proposed maximum aggregate offering price3 | Amount of registration fee | |
| Voting Common Stock, | |||||
| $0.0001 par value (“Common Stock”) | 5,943,516 | $0.75 | $4,457,637 | $510.85 | |
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 14, 2012 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 5,943,516 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) and 5,813,653 shares (File No. 333-173218) 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 March 16, 2012.
| 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 L. Barbee Ponder IV, 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 16, 2012.
| Signature | Title | |
| /s/ James Monroe III | Chairman of the Board and Chief Executive Officer | |
| James Monroe III | (Principal Executive, Financial and Accounting Officer) | |
| /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 |
Exhibits 5.1 and 23.1
Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, Ohio 45202
March 16, 2012
Globalstar, Inc.
300 Holiday Square Blvd.
Covington, Louisiana 70433
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 5,943,516 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 this registration statement on Form S-8 of Globalstar, Inc. of our report dated March 13, 2012, with respect to the consolidated financial statements and effectiveness of internal controls over financial reporting of Globalstar, Inc., which report appears in the Annual Report on Form 10-K of Globalstar, Inc. for the year ended December 31, 2011.
Crowe Horwath LLP
Oak Brook, Illinois
March 13, 2012