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.) |
1351 Holiday Square Blvd. | |
Covington, Louisiana 70433 | |
(Address of principal executive offices) (Zip code) | |
Globalstar, Inc. | |
Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan | |
(Full title of the plan) | |
Rebecca S. Clary | |
Chief Financial Officer | |
Globalstar, Inc. | |
1351 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”) | 28,935,673 | $0.41 | $11,863,625.93 | $1,539.90 | |
______________________________________________________________________________________________________
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 registered 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 December 12, 2019, as reported on NYSE American.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note: This registration statement on Form S-8 registers an additional 28,935,673 shares of the Common Stock of Globalstar, Inc. which may be issued pursuant to the Third 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), 5,813,653 shares (File No. 333-173218), 5,943,516 shares (File No. 333-180178), 7,081,715 shares (File No. 333-188538) and 10,717,669 shares (File No. 333-196327) of Common Stock under the Plan. The contents of those registration statements are incorporated herein by reference except to the extent an item is restated below.
Item 8. Exhibits
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 December 13, 2019.
GLOBALSTAR, INC.
By: /s/ Rebecca S. Clary
Rebecca S. Clary
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 Rebecca S. Clary, 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 December 13, 2019.
Signature | Title |
/s/ James Monroe III James Monroe III | Executive Chairman of the Board |
/s/ David B. Kagan David B. Kagan | Chief Executive Officer (Principal Executive Officer) |
/s/ Rebecca S. Clary Rebecca S. Clary | Chief Financial Officer (Principal Financial and Accounting Officer) |
/s/ William A. Hasler William A. Hasler | Director |
/s/ James F. Lynch James F. Lynch | Director |
/s/ Michael J. Lovett Michael J. Lovett | Director |
/s/ Keith O. Cowan Keith O. Cowan | Director |
/s/ Benjamin G. Wolff Benjamin G. Wolff | Director |
/s/ Timothy E. Taylor Timothy E. Taylor | Director |
Exhibits 5.1 and 23.1
Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, Ohio 45202
December 13, 2019
Globalstar, Inc.
1351 Holiday Square Blvd.
Covington, Louisiana 70433
RE: Registration Statement on Form S-8
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 28,935,673 shares of the voting common stock, $0.0001 par value, of the Company (the “Shares”) that may be issued pursuant to the Third 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 February 28, 2019 with respect to the consolidated financial statements and effectiveness of internal control 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, 2018.
/s/ Crowe LLP | |
Oak Brook, Illinois
December 13, 2019