Unassociated Document
Filed with the Securities and Exchange Commission on March 31, 2011
 
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)
 
 
Dirk Wild
Senior Vice President and Chief Financial Officer
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”)
5,813,653
$1.28
$7,441,475.80
$863.96

 

 
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 30, 2011, 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 5,813,653 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), and 5,487,680 shares (File No. 333-165444) 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 31, 2011.
 
 
GLOBALSTAR, INC.
     
     
 
By:
/s/ Dirk Wild
   
Dirk Wild,
   
Senior Vice President and
   
Chief Financial Officer


SIGNATURES AND POWER OF ATTORNEY
 
The officers and directors of Globalstar, Inc. whose signatures appear below, hereby constitute and appoint Peter J. Dalton and Dirk Wild, 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 31, 2011.
 

 
Signature
Title
   
/s/ James Monroe III
Chairman of the Board
James Monroe III
 
 
/s/ Peter J. Dalton
Chief Executive Officer (Principal Executive Officer) and Director
Peter J. Dalton
 
 
/s/ Dirk Wild
Senior Vice President and Chief Financial Officer, (Principal Financial Officer)
Dirk Wild
 
 
/s/ Joseph Barnett
Vice President and Chief Accounting Officer (Principal Accounting Officer)
Joseph Barnett
 
 
 
 

 

/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