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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/01/06 Globalstar, Inc. S-1MEF 11/01/06 4:27K Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-1MEF S-1/A HTML 23K 2: EX-5.1 Opinion re: Legality HTML 9K 3: EX-23.1 Consent of Experts or Counsel HTML 9K 4: EX-23.2 Consent of Experts or Counsel HTML 10K
| Page | (sequential) | | | (alphabetic) | Top | |
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| 1 | 1st Page - Filing Submission | ||||
| " | Explanatory Note | ||||
| " | Signatures | ||||
| " | Exhibit Index | ||||
| " | QuickLinks | ||||
As filed with the Securities and Exchange Commission on November 1, 2006
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GLOBALSTAR, INC.
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
4899 (Primary Standard Industrial Classification Code Number) |
41-2116508 (I.R.S. Employer Identification Number) |
461 South Milpitas Blvd.
Milpitas, California 95035
Telephone (408) 933-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Fuad Ahmad
Vice President and Chief Financial Officer
Globalstar, Inc.
461 South Milpitas Blvd.
Milpitas, California 95035
(408) 933-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| Gerald S. Greenberg Taft, Stettinius & Hollister LLP 425 Walnut Street, Suite 1800 Cincinnati, Ohio 45202 Telephone: (513) 381-2838 Facsimile: (513) 381-0205 |
Edward P. Tolley III Kenneth B. Wallach Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ý
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
| TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED |
NUMBER OF SHARES TO BE REGISTERED(1)(2) |
PROPOSED MAXIMUM OFFERING PRICE PER SHARE(2) |
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(3) |
AMOUNT OF REGISTRATION FEE(3) |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per share | 1,150,000 | $17.00 | $19,550,000 | $2,092 | ||||
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-135809) of Globalstar, Inc., which was declared effective by the Securities and Exchange Commission on November 1, 2006, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated by reference in this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Milpitas, California on November 1, 2006.
| GLOBALSTAR, INC. | ||||
By: |
/s/ Fuad Ahmad |
|||
| Name: Fuad Ahmad Title: Vice President and Chief Financial Officer |
||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on November 1, 2006.
| Signature |
Title |
|
|---|---|---|
* James Monroe III |
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) |
|
/s/ Fuad Ahmad *Fuad Ahmad |
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
* Peter J. Dalton |
Director |
|
* James F. Lynch |
Director |
|
* *Richard S. Roberts |
Director |
*By: |
/s/ Fuad Ahmad Fuad Ahmad, as attorney-in-fact |
II-1
All exhibits filed with or incorporated by reference in Registration Statement No. 333-135809 are incorporated by reference into, and shall be deemed a part of, this Registration Statement, except the following, which are filed herewith.
| Exhibit No. |
Description of Exhibit |
|
|---|---|---|
| 5.1 | Opinion of Taft, Stettinius & Hollister LLP | |
| 23.1 | Consent of Crowe Chizek and Company LLP | |
| 23.2 | Consent of GHP Horwath, P.C. | |
| 24.1* | Power of Attorney |
| This ‘S-1MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 11/1/06 | 3 | ||
| List all Filings | ||||