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 31, 2015
GLOBALSTAR, INC.
(Exact name of registrant as specified in its charter)
|
| | |
Delaware
(State or Other Jurisdiction of Incorporation) | 001-33117
(Commission
File Number) | 41-2116508 (IRS Employer
Identification No.) |
300 Holiday Square Blvd. Covington, LA 70433
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (985) 335-1500
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 8.01 Other Events.
As previously disclosed in our Current Report on Form 8-K filed August 10, 2015, Globalstar, Inc. (“Globalstar” or “we”) entered into a Common Stock Purchase Agreement dated as of August 7, 2015 (the "Purchase Agreement") with Terrapin Opportunity, L.P. ("Terrapin") pursuant to which we may, from time to time and subject to certain conditions, require Terrapin to purchase up to $75.0 million of shares of our voting common stock over the 24-month term.
Pursuant to a condition of the Second Global Amendment and Restatement Agreement that required such funding by August 31, 2015, we settled with Terrapin on the purchase of 9,336,160 shares of our voting common stock under the Purchase Agreement on August 31, 2015 for an aggregate purchase price of $15 million. We received estimated net proceeds from the sale of these shares of approximately $14.9 million after deducting our estimated offering expenses. In connection with this sale of our voting common stock, we are filing, as Exhibit 5.1, an opinion of our counsel, Taft Stettinius & Hollister LLP.
The forgoing description is qualified in its entirely by reference to the Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 10, 2015, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
5.1 Opinion of Taft Stettinius & Hollister LLP
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.
GLOBALSTAR, INC.
/s/ Rebecca S. Clary
Rebecca S. Clary
Vice President and
Chief Financial Officer
Date: August 31, 2015
Exhibit 5.1
Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, Ohio 45202
August 31, 2015
Globalstar, Inc.
300 Holiday Square
Covington, LA 70433
Attn: James Monroe III
Ladies and Gentlemen:
This opinion is furnished to you in connection with the sale by Globalstar, Inc., a Delaware corporation (the “Company”) of 9,336,160 shares of the Company’s voting common stock, par value of $0.0001 per share (the “Shares”), pursuant to a registration statement on Form S-3 (Registration Statement No. 333-205968) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), the prospectus dated July 30, 2015, as filed with the Commission on July 31, 2015 (the “Prospectus”), and the prospectus supplements dated August 10, 2015 and August 31, 2015, relating to the Shares, filed or to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (collectively, the Prospectus Supplement”). All of the Shares are to be sold by the Company as described in the Registration Statement, the Prospectus and the Prospectus Supplement pursuant to that certain Common Stock Purchase Agreement dated as of August 7, 2015, by and between the Company and Terrapin (the “Agreement”).
We have acted as counsel for the Company in connection with the registration of the Shares. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.
Basing our opinion on the foregoing, we are of the opinion that, upon the issuance by the Company of the Common Stock pursuant to the Agreement against payment of the agreed consideration, the Common Stock will be duly authorized, validly issued, fully paid and nonassessable.
The opinions expressed above are limited to the matters governed by Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Act.
This opinion may be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Taft Stettinius & Hollister LLP
Taft Stettinius & Hollister LLP
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