Globalstar 8-K 2008
WASHINGTON, D.C. 20549
Date of Report (Date of earliest event reported): December 10, 2008
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (408) 933-4000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 Unregistered Sale of Equity Securities
On December 10, 2008, Globalstar, Inc. entered into an agreement (the Agreement) to issue an aggregate of 10,931,162 shares of its common stock, par value $0.0001 per share (the Common Stock) in exchange for $11,704,000 principal amount of its 5.75% Senior Convertible Notes due 2028 (the Notes), beneficially owned by institutional holders of the Notes.
Globalstar did not receive any cash proceeds as a result of the exchange of its Common Stock for the Notes, which will be retired and cancelled. As a result of the exchange and cancellation of these Notes, Globalstar will be entitled to certain cash proceeds from the existing escrow account for the benefit of Note holders. Globalstar entered into the Agreement to reduce its debt and interest costs (by approximately $11.1 million), increase its equity and improve its balance sheet and liquidity.
The issuance of the Common Stock as described above was made by Globalstar pursuant to the exemption from the registration requirements under Section 3(a)(9) of the Securities Act of 1933 on the basis that this offer constitutes an exchange with an existing holder of Globalstar securities and no commission or other remuneration was paid to any party for soliciting this exchange.
Globalstar will from time to time consider entering into additional exchanges of the type mentioned above on an opportunistic basis.
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.
Date: December 10, 2008