Unassociated Document
Filed with the Securities and Exchange Commission on March 12, 2010
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.)
 
 
461 South Milpitas Blvd.
Milpitas, California 95035
(Address of principal executive offices)  (Zip code)
 
 
Amended and Restated Globalstar, Inc.
2006 Equity Incentive Plan
(Full title of the plan)
 
 
Fuad Ahmad
Senior Vice President and Chief Financial Officer
Globalstar, Inc.
461 South Milpitas Blvd.
Milpitas, California 95035
(408) 933-4000
(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 x
 
 
 
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”)
     5,487,680     $ 1.215     $ 6,667,532     $ 475.40  
 
 
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 8, 2010, 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 5,487,680 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) and 10,000,000 shares (File No. 333-161510) 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 Milpitas, State of California, as of March 12, 2010.
 
  GLOBALSTAR, INC.  
       
 
By:
/s/ Fuad Ahmad  
    Fuad Ahmad,  
    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 Fuad Ahmad, 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 12, 2010.
 
 
/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/ Fuad Ahmad
  
Senior Vice President and Chief Financial Officer, (Principal Financial and Accounting Officer)
Fuad Ahmad
    
     
/s/ William A. Hasler
  
Director
William A. Hasler
    
     
/s/ Kenneth E. Jones
  
Director
Kenneth E. Jones
    
     
/s/ James F. Lynch 
  
Director
James F. Lynch
    
     
/s/ J. Patrick McIntyre
  
Director
J. Patrick McIntyre
    
     
/s/ Richard S. Roberts
  
Director
Richard S. Roberts