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.
Amended and Restated Employee Stock Purchase 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
______________________________________________________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note: This registration statement on Form S-8 registers an additional 4,989,078 shares of the Common Stock of Globalstar, Inc. which may be issued pursuant to the Globalstar, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”). The previous registrations on Form S-8 (File No. 333-176281 and 333-232178) registered 7,000,000 and 8,010,922, respectively, shares 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.
| 5.1 | |||||
| 23.1 | |||||
| 23.2 | |||||
| 24.1 | |||||
| 107 | |||||
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 2, 2022.
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 March 2, 2022.
| Signature | Title | ||||||||||
| /s/ David B. Kagan | Chief Executive Officer | ||||||||||
| David B. Kagan | (Principal Executive Officer) | ||||||||||
| /s/ Rebecca S. Clary | Chief Financial Officer | ||||||||||
| Rebecca S. Clary | (Principal Financial and Accounting Officer) | ||||||||||
| /s/ James Monroe III | |||||||||||
| James Monroe III | Director | ||||||||||
| /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 | ||||||||||
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Globalstar, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price (2) | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Common Stock, $0.0001 par value per share | Rule 457(h) | 4,989,078 | $ | 1.20 | $ | 5,986,893.60 | 0.00009270 | $ | 554.99 | |||||||||||||
| Total Offering Amounts | $ | 5,986,893.60 | $ | 554.99 | |||||||||||||||||||
| Total Fee Offsets | $ | — | |||||||||||||||||||||
| Net Fee Due | $ | 554.99 | |||||||||||||||||||||
1.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.
2.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 1, 2022, as reported on NYSE American.
Exhibits 5.1 and 23.1
Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, Ohio 45202
March 2, 2022
Globalstar, Inc.
1351 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 4,989,078 shares of the voting common stock, $0.0001 par value, of the Company (the “Shares”) that may be issued pursuant to the Globalstar, Inc. Amended and Restated Employee Stock Purchase 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,
/s/ Taft Stettinius & Hollister LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining to the Globalstar, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”) of our reports dated February 25, 2022, with respect to the consolidated financial statements of Globalstar, Inc. and the effectiveness of internal control over financial reporting of Globalstar, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission..
/s/ Ernst & Young LLP
New Orleans, Louisiana
March 2, 2022