orbc-8k_20190805.htm
false 0001361983 0001361983 2019-08-05 2019-08-05

 

 

 

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):  August 5, 2019

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

ORBC

The Nasdaq Stock Market, LLC

 

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 8.01 Other Events

On August 5, 2019, ORBCOMM Inc. (the “Company”) announced that its Board of Directors had authorized a new stock repurchase program under which the Company may repurchase up to $25 million of the Company’s outstanding shares of common stock through August 5, 2020. Under the program, the Company may repurchase shares in accordance with all applicable security laws and regulations, including Rule 10b-18, as well as Rule 10b5-1, under the Securities Exchange Act of 1934, as amended.

A copy of the Company’s press release dated August 5, 2019 announcing the repurchase program is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.  

Item 9.01 Financial Statements and Exhibits

 

99.1

Press Release of ORBCOMM Inc. dated August 5, 2019.

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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.

 

 

 

                 ORBCOMM Inc.  

 

 

 

 

 

 

 

Date:  August 5, 2019

 

By:

/s/ Christian Le Brun

 

 

 

Name: Christian Le Brun

 

 

 

Title:  Executive Vice President, General Counsel and Secretary

 

 

 

 

 

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orbc-ex991_6.htm

Exhibit 99.1

 

 

ORBCOMM ANNOUNCES STOCK REPURCHASE PROGRAM OF UP TO $25 MILLION

 

 

Rochelle Park, NJ, August 5, 2019 – ORBCOMM Inc. (NASDAQ: ORBC), a global provider of Machine-to-Machine (M2M) and Internet of Things (IoT) solutions, today announced that its Board of Directors has authorized a stock repurchase program, under which ORBCOMM may repurchase up to $25 million of its outstanding common stock. The stock repurchase program has a duration of one year. Repurchases under the stock repurchase program will be funded from ORBCOMM’s existing cash and cash equivalents.

 

“This repurchase program demonstrates the Board’s confidence in our future and our commitment to delivering shareholder value,” said Marc Eisenberg, ORBCOMM’s Chief Executive Officer. “At present, based on the prospects of our business, we believe that buying back shares represents a good investment for shareholders.”

 

Under the stock repurchase program, ORBCOMM may purchase shares of its common stock through various means, including open market transactions and privately negotiated transactions. In addition, open market repurchases of common stock may be made pursuant to applicable security laws and regulations, including Rule 10b-18, as well as Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that ORBCOMM might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The number of shares and the timing of repurchases will be determined by ORBCOMM’s management at its discretion and will depend on a number of factors, including, but not limited to, stock price, trading volume and general market conditions, along with ORBCOMM’s working capital requirements, general business conditions, compliance with terms of ORBCOMM’s outstanding indebtedness, and other factors.  As of June 30, 2019, ORBCOMM had cash and cash equivalents of approximately $54.8 million. ORBCOMM had approximately 79,753,545 shares of common stock outstanding as of June 30, 2019.

 

There is no guarantee as to the number of shares that will be repurchased under the repurchase program, and the repurchase program may be modified, suspended or discontinued at any time without notice at ORBCOMM’s discretion.

 

About ORBCOMM Inc.

 

ORBCOMM 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,

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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

Investor Inquiries:

Media Inquiries:

Aly Bonilla

Michelle Ferris

Vice President, Investor Relations

Director, Corporate Communications

ORBCOMM Inc.

ORBCOMM Inc.

703-433-6360

703-433-6516

bonilla.aly@orbcomm.com

ferris.michelle@orbcomm.com