Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act 1934
Date of
Report (Date of earliest event reported): September 23, 2009
GLOBALSTAR,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33117
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41-2116508
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(State
or Other Jurisdiction of Incorporation
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(Commission
File Number)
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(IRS
Employer Identification No.)
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461
South Milpitas Blvd. Milpitas, California
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95035
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408) 933-4000
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d.2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer
of Listing.
On September 28, 2009, Globalstar, Inc.
received a letter from The Nasdaq Stock Market informing the company that for
the last 30 consecutive business days the bid price of Globalstar’s common stock
has closed below the minimum $1.00 per share requirement for continued inclusion
under Listing Rule 5450(a)(1). The letter stated that Nasdaq will provide
Globalstar a grace period of 180 calendar days, or until March 29, 2010, to
regain compliance. To regain compliance, any time before March 29, 2010, the bid
price of Globalstar’s common stock must close at $1.00 per share or more for a
minimum of 10 consecutive business days. If Globalstar does not regain
compliance with Rule 5450(a)(1) by March 29, 2010, Globalstar will be eligible
for an additional 180 calendar day compliance period if it meets The Nasdaq
Capital Market initial listing criteria except for the bid price requirement. If
Globalstar is not eligible for an additional compliance period, Nasdaq will
provide it with written notification that its common stock will be delisted. At
that time, Globalstar may appeal to the Listings Qualifications Panel Nasdaq’s
determination to delist its common stock.
Item
5.02 Departure of Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
September 23, 2009, the Board of Directors approved a non-qualified stock option
grant and performance-based bonus arrangement with Peter J. Dalton, who became
Globalstar’s Chief Executive Officer in July 2009. Mr. Dalton
received options to purchase 3,000,000 shares of common stock with an exercise
price of $0.83 per share (the closing price on the grant date), of which
1,500,000 are vested and immediately exercisable. The remaining
options will vest and become exercisable only if the closing price of
Globalstar’s common stock exceeds $3.00 per share for a consecutive 20 trading
day period. Any unexercised or unvested options will be forfeited if
Mr. Dalton resigns from service as a Globalstar officer or director or is
otherwise unable to continue service, if Mr. Dalton declines nomination for an
additional term as a director or informs Globalstar he will not serve if elected
to a new term, or if a majority of the Board (other than Mr. Dalton) requests
his resignation for cause.
In
addition, Mr. Dalton will be entitled to a cash bonus if, during his service as
Chief Executive Officer and director, he is materially involved in arranging and
concluding the sale, exchange or transfer of all of Globalstar’s equity or all
or substantially all of its assets if the holders of its common stock receive at
least $3.00 per share before taxes. The bonus payment would be equal
to 1% of the difference between $3.00 and the per share purchase price for the
transaction multiplied by the number of outstanding shares of common stock
immediately prior to the closing of the transaction.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On September 24, 2009, Globalstar filed
with the Secretary of State of Delaware an amendment to its amended and restated
certificate of incorporation increasing the number of its authorized shares of
capital stock from 900,000,000 to 1,100,000,000 shares, increasing the number of
shares designated as voting common stock from 800,000,000 to 865,000,000 and
designating a new series of 135,000,000 shares of nonvoting common
stock.
The
amendment amends and restates paragraph FOURTH of Globalstar’s Amended and
Restated Certificate of Incorporation. Other than the changes to the
outstanding capital described above, the terms of Globalstar’s existing common
stock and Series A Convertible Preferred Stock, and Globalstar’s ability to
issue “blank check” preferred stock (preferred stock the terms of which are
determined by the Board of Directors upon issuance) were restated in their
existing forms.
The
nonvoting common stock has identical rights and privileges, including dividend
and liquidation rights, as Globalstar’s existing common stock, except that
holders of nonvoting common stock will not be entitled to vote on most actions,
including the election or removal of directors, other than certain extraordinary
transactions as required by Delaware law. Holders of nonvoting common
stock will have the right to convert their shares into voting common stock (i)
at the discretion of any holder; provided, however, that if the holder is Thermo
Funding Company or its affiliates (“Thermo”), conversion will not be permitted
if it would cause Thermo to own directly or indirectly voting stock in the
election of directors representing 70% or more of the total voting power of all
of Globalstar’s outstanding voting stock having power to vote in the election of
directors, (ii) the transfer (or, in the case of a transfer pursuant to a
registration statement filed with the Securities and Exchange Commission or Rule
144 under the Securities Act of 1933, as amended, the proposed transfer) of such
share of nonvoting common stock by the holder thereof to any transferee other
than Thermo, (iii) our merger or consolidation with or into any other
corporation (except a subsidiary of Globalstar or of Thermo) or (iv) the sale of
all or substantially all of Globalstar’s assets.
Item
8.01 Other Events.
Globalstar held its annual meeting of
stockholders on September 23, 2009, at which the stockholders elected Peter J.
Dalton, William A. Hasler and James Monroe III to serve as Class C directors
until the annual meeting in 2012 and approved an amendment to Globalstar’s
amended and restated certificate of incorporation described in Item
5.03.
The voting results will be provided in
Globalstar’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2009.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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3.1
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Amended
and Restated Certificate of Incorporation, as amended through September
24, 2009
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10.1
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Award
Agreement between Globalstar, Inc. and Peter J. Dalton dated September 23,
2009
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99.1
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Press
release dated September 29, 2009
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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GLOBALSTAR.
INC.
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/s/ Fuad Ahmad
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Fuad
Ahmad
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Senior
Vice President and Chief Financial
Officer
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Date:
September 29, 2009