View:
Download DOC
Download PDF
Download XLS
Document

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, 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. ☐

______________________________________________________________________________________________________



EXPLANATORY NOTE


This registration statement on Form S-8 registers an additional 37,623,894 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), 10,717,669 shares (File No. 333-196327), 28,935,673 shares (File No. 333-235505) and 20,000,000 shares (File No. 333-272071) 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.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 April 10, 2024.

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 April 10, 2024.

Signature Title
   
/s/ Dr. Paul E. Jacobs Chief Executive Officer
Dr. Paul E. Jacobs (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 





Document
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 (1)Fee
Calculation
Rule		Amount
Registered (2)		Proposed
Maximum
Offering
Price Per
Unit		Maximum
Aggregate Offering
Price (3)		Fee RateAmount of Registration Fee
EquityVoting Common Stock, $0.0001 par value per share
Rule 457(h)
37,623,894 $1.35 $50,792,256.90 0.00014760 $7,496.94 
Total Offering Amounts$50,792,256.90 $7,496.94 
Total Fee Offsets$— 
Net Fee Due$7,496.94 


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 April 9, 2024, as reported on NYSE American.

Document

Exhibits 5.1 and 23.1

Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, Ohio 45202

April 10, 2024

Globalstar, Inc.
1351 Holiday Square Blvd.
Covington, Louisiana 70433

Re: Registration Statement on Form S-8 Filed by Globalstar, Inc.

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 37,623,894 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,


/s/ Taft Stettinius & Hollister LLP


Document

Exhibit 23.2


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive Plan of our reports dated February 29, 2024, 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, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New Orleans, Louisiana
April 10, 2024