DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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þ Definitive
Additional Materials
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o Soliciting
Material Pursuant to
Section 240.14a-12
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ORBCOMM Inc.
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
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[Form of email sent to shareholders of ORBCOMM Inc. on April 29, 2009.]
Subject: PROXY Governance, INC. Comes Out in Favor of ORBCOMM
Dear Fellow Shareholder,
As you may already be aware, PROXY Governance announced its recommendation in favor of management
late yesterday afternoon. This is the third leading proxy advisory firm to come out in favor of
management’s Board nominees. I wanted to forward along the Summary and Conclusion in its entirety
from PROXY Governance as we believe it speaks to the heart of the issues at hand and provides an
independent view on why investors should side with management when filing your proxy cards. Please
sign, date, and return the WHITE proxy card in support of our director nominees TODAY.
“Summary
Of the two core strategies for making a million dollars — start with a dollar, or start with a
billion dollars — this may be the first proxy contest ever launched in support of the second.
Other than those outsiders pushing the $25 million capital raise — at least initially because they
would personally profit from it — no one believes the company needs this money, particularly at
this moment. This could be because the company closed its books on 2008 with three times that
amount of unrestricted cash on its books. It might be the fact that the company generates positive
cash flow from its operations. While reassuring to other shareholders, the most compelling argument
isn’t even that the officers and directors — who, unlike the dissidents, own enough shares (18%) to
take both capital adequacy and capital efficiency seriously — have a substantial personal incentive
to not get this wrong. It is, instead, the additional $20 million cushion of vendor financing which
the company does not expect to tap, and the numerous banking relationships, including the one
through which it raised $70 million only a few years ago, give it direct access to the capital
markets on efficient, competitive terms. There is clearly no need to raise additional cash now, and
no reason to believe the company would be unable to raise it in the future, if things came down to
it.
This is a robust cash plan — which in turn makes it difficult to understand how borrowing an
additional $25 million the company doesn’t need now, if ever; paying upfront fees of at least 8%;
diluting shareholders by more than 20% to repay half the funds; and accepting an unnecessary but
ongoing cash drain from debt service for the remainder, could be anything but a destruction of
shareholder value. Whether the dissidents have now foresworn their share of the banking fees is
immaterial. An expensive and dilutive capital raise which is also demonstrably unnecessary raises
significant questions about the judgment of any directors who would pursue it.
And yet it remains the centerpiece of the dissident campaign to elect their two nominees, if only
because among the rest of their proposals what seems to have potential isn’t new, and what seems to
be new hasn’t much potential. Breakout innovations such as satellite-based AIS tracking and
monitoring cathodic protection on oil pipelines are initiatives the company was bringing to market
long before the dissidents first presented their ideas to the board last summer. By
contrast, returning to a business model in which the company competes directly in the VAR business,
notes Raymond James & Associates, is “the exact same strategy that sunk Orbcomm earlier this decade
when the company employed over 600 salesmen and engineers and tasked them with evangelizing the
technology to every imaginable application.” Similarly, adding senior “market engagement” officers
and an additional VP of Customer Engineering “would simply add an unnecessary layer of additional
costs into Orbcomm’s business model while also creating possible channel conflict with Orbcomm’s
reseller channel.”
Rationale/Conclusion:
Because the dissidents advocate pursuing commercial initiatives the company is already bringing to
market, returning to a business model which previously led the company into bankruptcy, and
securing an unnecessary but expensive and dilutive capital raise, we believe shareholders’
interests are better represented by re-electing the incumbent management nominees.”*
If there are any questions, please feel free to contact me.
Lucas
Lucas Binder
VP Business Development and Investor Communication Orbcomm Inc.
Tel: (703) 433-6505
Cell: [redacted]
2115 Linwood Ave
Suite 100
Fort Lee, NJ 07024
* Permission to use quotation was neither requested nor received
Certain Forward Looking Statements
Certain statements contained in this email may constitute “forward looking statements.”
Stockholders should be aware that these forward looking statements are subject to a number of risks
and uncertainties, many of which are beyond our control, which could cause actual results to differ
materially from such statements. Certain risks and uncertainties are disclosed from time to time in
our filings with the SEC. Except as required by law, we undertake no obligation to update or revise
any forward looking statements