Form 8-K

 

 

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 of 1934

Date of Report (date of earliest event reported): October 2, 2017

 

 

ORBCOMM Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33118   41-2118289
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

395 W. Passaic Street

Rochelle Park, New Jersey 07662

(Address of principal executive offices) (Zip code)

(201) 363-4900

(Registrant’s telephone number, including area code)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 of this Current Report on Form 8-K (this “Report”) relating to the issuance of shares of common stock of ORBCOMM Inc. (“ORBCOMM common stock”) as part of the Closing Consideration (as defined below) and the potential issuances of additional shares of ORBCOMM common stock under the Earn-Out (as defined below) is incorporated herein by reference.

The issuances of ORBCOMM common stock under the Purchase Agreement (as defined below) to the shareholders of Blue Tree Systems Investment Limited are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

 

Item 8.01. Other Events.

On October 2, 2017, ORBCOMM Technology Ireland Limited (“Purchaser”), a wholly owned subsidiary of ORBCOMM Inc. (“ORBCOMM”), entered into and consummated a Share Purchase Agreement (the “Purchase Agreement”), pursuant to which Purchaser purchased the entire issued share capital of Blue Tree Systems Limited, a global leader in enterprise fleet management software for the trucking and transportation industries (the “Acquisition”).

The aggregate consideration paid by Purchaser at the closing was US$36,750,000 (“Closing Consideration”), subject to a working capital adjustment. US$34,750,000 of the Closing Consideration was paid in cash and the remaining US$2,000,000 was paid through the issuance of 191,022 shares of ORBCOMM common stock based upon the closing trading price of ORBCOMM common stock one business day prior to the closing date.

In addition to the Closing Consideration, contingent consideration of up to US$5,750,000 (the “Earn-Out”) is payable based on Blue Tree Systems Limited achieving certain thresholds. The Earn-Out may be paid at Purchaser’s option entirely in shares of ORBCOMM common stock or in a combination of ORBCOMM common stock and cash. If the Earn-Out is paid in stock, the number of shares of ORBCOMM common stock to be issued will be based upon the closing trading price of ORBCOMM common stock one business day prior to the final determination of the Earn-Out amount.

On October 2, 2017, ORBCOMM issued a press release announcing the completion of the Acquisition, a copy of which is filed as Exhibit 99.1 to this Report and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

99.1 Press release of ORBCOMM Inc. dated October 2, 2017

 

2


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

99.1    Press release of ORBCOMM Inc. dated October 2, 2017

 

3


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.

 

ORBCOMM Inc.
By   /s/ Christian Le Brun
  Name:   Christian Le Brun
 

Title:

  Executive Vice President, General Counsel and Secretary

 

 

Date: October 2, 2017

 

 

4

EX-99.1

Exhibit 99.1

 

LOGO

ORBCOMM ACQUIRES BLUE TREE SYSTEMS LIMITED

Solidifies ORBCOMM’s offering for the global freight telematics market with consolidated

in-cab, dry and refrigerated transportation solutions

Rochelle Park, NJ, October 2, 2017 – ORBCOMM Inc. (Nasdaq: ORBC), a leading global provider of Machine-to-Machine (M2M) and Internet of Things (IoT) solutions, announced today that it has acquired Blue Tree Systems Limited (Blue Tree) based in Galway, Ireland, along with its subsidiaries in the United States, Germany and France. Blue Tree provides world-class transportation management solutions across multiple classes of assets that include trucks, refrigerated straight trucks as well as refrigerated and dry trailers. Blue Tree serves more than 300 customers in North America, the European Union, United Kingdom, Australia, and New Zealand.

Blue Tree’s products meet the demands of transportation companies that are increasingly looking to manage their assets under a single platform and facilitate simplified integration with their business systems. Blue Tree’s robust truck in-cab platform is based on an open Android architecture that offers customers a fully managed, flexible and proven solution that is easy for drivers to use. In addition, Blue Tree offers advanced, country-specific compliance solutions in both North America and Europe. Blue Tree’s solutions meet the requirements for the Electronic Logging Device (ELD) Mandate regulations, which will require companies to replace drivers’ paper log-books with electronic “Hours of Service” applications within the next several months. Blue Tree’s customers achieve broad efficiencies, increased driver safety as well as workforce optimization throughout the supply chain.

The acquisition of Blue Tree solidifies ORBCOMM’s transportation portfolio by adding truck in-cab and refrigerated fleet vehicle solutions to ORBCOMM’s industry-leading cargo solutions. Customers will have access to an integrated offering encompassing nearly all transportation assets from one source. Blue Tree’s market leadership also adds strength and distribution in key geographies such as Europe, the Middle East and Africa.

“With advanced trucking solutions combined with an integrated software platform, Blue Tree is a strong strategic addition to ORBCOMM’s broad transportation portfolio,” said Marc Eisenberg, ORBCOMM’s Chief Executive Officer. “Combined with our acquisition of inthinc in June, Blue Tree enables ORBCOMM to provide the most complete transportation solution offering covering nearly every asset class – from in-cab to fleet vehicles to refrigerated assets to dry vans – making us the clear leader in this space and in global industrial IoT.”

“ORBCOMM is one of the leading IoT companies in the world, and we believe the increased scale, resources, customer base and geographic profile that ORBCOMM offers will support our rapid growth globally. We look forward to leveraging ORBCOMM’s strong brand equity in our markets,” said Charlie Cahill, Founder and Chief Executive Officer of Blue Tree Systems. “ORBCOMM’s leadership in transportation telematics provides great synergy and support for our transportation solutions and delivers an unmatched and long-lasting value proposition for transportation companies around the world.”


LOGO

ORBCOMM was advised by Raymond James on this transaction. Blue Tree Systems was advised by Investec Corporate Finance Ireland.

About ORBCOMM Inc.

ORBCOMM (Nasdaq: ORBC) is a global leader and innovator in the industrial Internet of Things, providing solutions that connect businesses to their assets to deliver increased visibility and operational efficiency. The company offers a broad set of asset monitoring and control solutions, including seamless satellite and cellular connectivity, unique hardware and powerful applications, all backed by end-to-end customer support, from installation to deployment to customer care. ORBCOMM has a diverse customer base including premier OEMs, solutions customers and channel partners spanning transportation, supply chain, warehousing and inventory, heavy equipment, maritime, natural resources, and government. For more information, visit www.orbcomm.com.

Forward-Looking Statements

Certain statements discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning the Company’s expectations, are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from the results, projected, expected or implied by the forward-looking statements, some of which are beyond the Company’s control, that may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, specific consideration should be given to various factors described in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in our Annual Report on Form 10-K, and other documents, on file with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

 

Contacts

  

For Investors:

  

For Trade Media:

Michelle Ferris

  

Sue Rutherford

Director of Corporate Communications

  

VP of Marketing

ORBCOMM Inc.

  

ORBCOMM Inc.

+1.703.433.6516

  

+1 613.254.5269

erris.michelle@orbcomm.com

  

rutherford.sue@orbcomm.com