Filed with the Securities and Exchange Commission on May 10, 2013

 

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.)
300 Holiday Square Blvd.  

Covington, Louisiana 70433

  
(Address of principal executive offices)  (Zip code)  
   

Amended and Restated Globalstar, Inc.

2006 Equity Incentive Plan

  
(Full title of the plan)  
L. Barbee Ponder IV  
General Counsel & Vice President Regulatory Affairs  
Globalstar, Inc.  
300 Holiday Square Blvd.  

Covington, Louisiana 70433

(985) 335-1500

 
(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 o   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”) 7,081,715 $0.326 $2,308,639 $314.90
           
 

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 May 7, 2013 as reported on the OTCBB.

 

 
 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Explanatory Note: This registration statement on Form S-8 registers an additional 7,081,715 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), 10,000,000 shares (File No. 333-161510), 5,487,680 shares (File No. 333-165444), 5,813,653 shares (File No. 333-173218) and 5,943,516 shares (File No. 333-180178) 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

 

5.1Opinion of Counsel
23.1Consent of Counsel (included in Exhibit 5.1)
23.2Consent of Crowe Horwath LLP, Independent Registered Public Accounting Firm
24.1Powers 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 Covington, State of Louisiana, as of May 10, 2013.

 

  GLOBALSTAR, INC.
     
     
  By: /s/ James Monroe III
    James Monroe III,
    Chairman and
    Chief Executive Officer

 

 
 

SIGNATURES AND POWER OF ATTORNEY

 

The officers and directors of Globalstar, Inc. whose signatures appear below, hereby constitute and appoint James Monroe III and Richard S. Roberts, 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 May 10, 2013.

 

 

 

Signature Title
 /s/ James Monroe III                               
James Monroe III		 Chairman of the Board and Chief Executive Officer (Principal Executive and Financial Officer)
 /s/ Rebecca S. Clary                                
Rebecca S. Clary		 Chief Accounting Officer and Corporate Controller
 /s/ William A. Hasler                              
William A. Hasler		 Director
 /s/ John Kneuer                                       
John Kneuer		 Director
  /s/ James F. Lynch                                
James F. Lynch		 Director
 /s/ J. Patrick McIntyre                            
J. Patrick McIntyre		 Director
 /s/ Richard S. Roberts                             
Richard S. Roberts		 Director