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 21, 2019
Iridium Communications Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-33963 | | 26-1344998 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1750 Tysons Boulevard
Suite 1400
McLean, VA 22102
(Address of principal executive offices)
703-287-7400
(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 (see General Instruction A.2 below):
| ☐ | 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 Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.001 par value | | IRDM | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company 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 7.01. | Regulation FD Disclosure. |
On August 21, 2019, the Registrant announced that it had entered into a fifth short-term extension of its Enhanced Mobile Satellite Services (EMSS) contract with the Defense Information Systems Agency (DISA) as the parties continue to work to finalize a new, long-term contract that they are negotiating. The Registrant continues to expect a long-term contract with revenues in all years greater than the $88 million rate for the last full year of the existing EMSS contract. Under the terms of the extension, the U.S. government will pay Iridium approximately $6.4 million for the period August 22, 2019 through September 14, 2019. In addition, if the new long-term contract is not finalized by September 14, 2019, the government may elect to extend the EMSS contract for the period from September 15, 2019 through September 21, 2019 at a cost of $2.4 million.
The information contained in this Item 7.01 is not filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not deemed incorporated by reference by any general statements incorporating by reference this report or future filings into any filing under the Securities Act or the Exchange Act, except to the extent the Registrant specifically incorporates the information by reference. By including this Item 7.01 disclosure in the filing of this Current Report on Form 8-K and furnishing this information, the Registrant makes no admission as to the materiality of any information in this report.
SIGNATURE
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.
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| | | | | | IRIDIUM COMMUNICATIONS INC. |
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Date: August 21, 2019 | | | | By: | | /s/ Thomas J. Fitzpatrick |
| | | | Name: | | Thomas J. Fitzpatrick |
| | | | Title: | | Chief Financial Officer |
