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): June 15, 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)
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. ☐
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)) |
| Item 3.02. | Unregistered Sales of Equity Securities. |
On June 15, 2017, ORBCOMM Inc. (the “Company”) issued and sold to Inthinc Holdings, LLC (“Purchaser”), 1,552,795 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a purchase price of $9.66 per share, for an aggregate purchase price of $15,000,000.
The per share price of $9.66 was calculated as 95% of the volume-weighted average trading price of Common Stock on the Nasdaq Stock Market, LLC for the thirty (30) trading days ending on June 14, 2017, the day immediately prior to the closing of the sale of the Shares to Purchaser.
The sale of the Shares to Purchaser is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.
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: June 16, 2017