SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act 1934
Date of Report (Date of earliest event reported): September 12, 2012
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction of Incorporation||(Commission File Number)||(IRS Employer Identification No.)|
|300 Holiday Square Blvd., Covington, Louisiana||70433|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (985) 335-1500
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|£||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|£||Soliciting material pursuant Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|£||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d.2(b))|
|£||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 12, 2012, Globalstar, Inc. (the “Company”) received a letter from The NASDAQ Stock Market LLC (the “Delisting Notice”) notifying the Company that it has not regained compliance with Listing Rule 5550(a)(2) (continued listing requirement to maintain the closing bid price of its common stock at $1.00 per share), and accordingly, its securities will be delisted from the Capital Market. The Delisting Notice stated that unless the Company requests an appeal of the determination to delist the Company, trading of the Company’s common stock will be suspended at the opening of business on September 20, 2012, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. If an appeal is filed within the time required, delisting action will be stayed while the appeal is pending.
Previously, on September 12, 2011, Nasdaq notified the Company that for 30 consecutive business days the bid price of the Company’s common stock had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements set forth in Listing Rule 5450(a)(1), and that, pursuant to Listing Rule 5810(c)(3)(A), the Company had 180 calendar days, or until March 12, 2012, to regain compliance with the minimum bid price requirement. Subsequently, on March 15, 2012, the Company transferred to the Nasdaq Capital Market, entitling the Company to an additional 180-day grace period, or until September 10, 2012, to regain compliance.
The Delisting Notice stated that the Company may appeal Nasdaq’s determination to the panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request by the Company will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the panel’s decision. The request for a hearing must be submitted no later than 4:00 p.m. Eastern Time on September 19, 2012. The Company intends to appeal Nasdaq’s decision to delist the Company.
Item 8.01 Other Events.
On September 13, 2012, the Company entered into an agreement with Thales Alenia Space France for the manufacture and delivery of six additional satellites for the Globalstar second-generation constellation. The purchase price for the six satellites, certain software upgrades and related services is €149.9 million, payable over 34 months after the first payment based on Thales reaching construction milestones. Neither party is obligated to perform under the contract until Globalstar obtains financing for at least 85% of the total contract price, among other conditions.
On September 18, 2012, the Company announced that it had resolved its dispute with Arianespace concerning the additional amounts that Globalstar will pay to cover costs associated with the delays experienced during three prior launch campaigns. A press release regarding this matter is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press release dated September 18, 2012|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|/s/ L. Barbee Ponder IV|
|L. Barbee Ponder IV|
|General Counsel and Vice President of Regulatory Affairs|
Date: September 18, 2012
For Immediate Release
GLOBALSTAR AND ARIANESPACE SIGN AGREEMENT
REGARDING LAUNCH DELAY COSTS
Resolution paves way for fourth launch and completion of Globalstar
second-generation satellite constellation
Covington, LA. -- (September 18, 2012) – Globalstar, Inc. (NASDAQ:GSAT), and launch services provider Arianespace have entered into an agreement regarding the additional amounts that Globalstar will pay to cover costs associated with the delays experienced during three prior launch campaigns. This resolution permits Globalstar and Arianespace to complete the fourth launch campaign under their current Launch Services Agreement.
Globalstar anticipates that satellite manufacturer Thales Alenia Space will complete the Pre-Shipment Reviews of the final six spacecraft purchased under the terms of the 2009 contract in the upcoming weeks in Rome. Once completed, the fourth launch campaign can begin. Due to available launch windows and the upcoming end-of-year holiday season, the fourth launch is now anticipated in early 2013. Globalstar will provide additional information regarding the specific launch date in the near future once its plans are confirmed with the launch participants.
“We are only months away from completing the fourth launch of our second-generation satellites to re-establish Globalstar’s preeminent position within the Mobile Satellite Industry,” said Jay Monroe, Chairman and Chief Executive Officer of Globalstar. “With our landline quality voice service, industry leading handset data speeds, high quality innovative M2M data solutions and low cost pricing plans, we are ready to mix it up in the MSS marketplace.”
About Globalstar, Inc.
Globalstar is a leading provider of mobile satellite voice and data services. Globalstar offers these services to commercial customers and recreational consumers in more than 120 countries around the world. The Company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems, the SPOT Satellite GPS Messenger and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Global customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications. All SPOT products described in this press release are the products of Spot LLC, which is not affiliated in any manner with Spot Image of Toulouse, France or Spot Image Corporation of Chantilly, Virginia.
For more information regarding Globalstar, please visit Globalstar's web site at www.globalstar.com
For further media information:
Safe Harbor Language for Globalstar Releases
This press release may contains certain statements such as, “Due to available launch windows and the upcoming end-of-year holiday season, the timing for the fourth launch is now anticipated for early 2013,” that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Forward-looking statements, such as the statements regarding the Company’s ability to develop and expand its business, its anticipated capital spending (including for future satellite procurements and launches), its ability to manage costs, its ability to exploit and respond to technological innovation, the effects of laws and regulations (including tax laws and regulations) and legal and regulatory changes, the opportunities for strategic business combinations and the effects of consolidation in its industry on the Company and its competitors, its anticipated future revenues, its anticipated financial resources, its expectations about the future launches and operational performance of its satellites (including their projected operational lives), the expected strength of and growth prospects for the Company’s existing customers and the markets that it serve, commercial acceptance of its new Simplex products, including its SPOT satellite GPS messenger TM products, problems relating to the ground-based facilities operated by the Company or its independent gateway operators, worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis and other statements contained in this release regarding matters that are not historical facts, involve predictions.
Any forward-looking statements made in this press release speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and Globalstar undertakes no obligation to update any such statements. Additional information on factors that could influence the Company’s financial results is included in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.