UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ORBCOMM Inc.

(Exact name of registrant as specified in its charter)

Delaware		41-2118289
(State of incorporation or organization)		(I.R.S. Employer Identification No.)
2115 Linwood Avenue, Suite 100
Fort Lee, New Jersey		07024
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which
to be so registered		each class is to be registered
Common Stock, par value $.001 per share		The Nasdaq Stock Market, LLC

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration file number to which this form relates: 333-134088

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

          A description of the Common Stock, par value $.001 per share (the “Common Stock”), of ORBCOMM Inc. (the “Registrant”) is incorporated herein by reference from the section headed “Description of capital stock” in the Registrant’s Registration Statement on Form S-1 (Registration No. 333-134088) relating to the Common Stock, originally filed on May 12, 2006, as subsequently amended (the
“Form S-1”), and in the prospectus to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (which prospectus will constitute a part of the Form S-1).

Item 2. Exhibits.

          No exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market, LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: October 30, 2006