LETTERHEAD OF CHADBOURNE & PARKE LLP
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
(212) 408-5100
August 31, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.
20549-6010
Re: ORBCOMM Inc.
Amendment No. 2 to Registration Statement on Form S-1
(Registration No. 333-134088)
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Ladies and Gentlemen:
On behalf of ORBCOMM Inc., a Delaware corporation (the "Company"),
transmitted herewith is Amendment No. 2 ("Amendment No. 2") to the
above-referenced Registration Statement on Form S-1 (Registration No.
333-134088) originally filed on May 12, 2006 (the "Form S-1"), marked to show
changes from Amendment No. 1 to the Registration Statement on Form S-1 filed on
July 13, 2006 ("Amendment No. 1").
This letter is in response to the comments of the staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the
"SEC") made in the letter dated July 28, 2006 (the "Comment Letter") from Ms.
Peggy Fisher, Assistant Director of the SEC, to Christian G. Le Brun, General
Counsel of the Company, in connection with Amendment No. 1. Set forth below are
the staff's comments contained in the Comment Letter (in bold face type)
followed by the Company's responses.
In addition to changes made to address the staff's comments,
Amendment No. 2 includes various updating information, including unaudited
financial information with respect to the business of the Company as of and for
the six months ended June 30, 2006.
AMENDMENT NO. 1 TO FORM S-1
1. WE NOTE YOUR RESPONSE TO COMMENT 2 IN OUR LETTER TO YOU DATED JUNE 9,
2006 THAT ANY PRELIMINARY PROSPECTUS YOU CIRCULATE WILL INCLUDE
"SUBSTANTIALLY" ALL NON-RULE 430A INFORMATION. PLEASE TELL US WHAT
INFORMATION WILL BE OMITTED.
Securities and Exchange Commission -2- August 31, 2006
The Company confirms that any preliminary prospectus
circulated will include all non-Rule 430A information. The Company
intends to provide such information in a further amendment to the Form
S-1.
2. WE NOTE YOUR RESPONSE TO COMMENT 4. WHERE YOU REFER TO DATA PROVIDED BY
HARBOR RESEARCH IN THIS FILING, REVISE TO DISCLOSE THAT YOU
COMMISSIONED AND PAID HARBOR RESEARCH TO PREPARE A REPORT FOR USE IN
YOUR FILING. PLEASE FILE THE CONSENT AS AN EXHIBIT.
In response to the staff's comment, the Company has included
disclosure that we engaged Harbor Research to prepare a report that
reorganizes machine-to-machine and telematics industry information and
data regularly gathered by Harbor Research for our use internally and
in the prospectus in the first paragraph below the "Table of Contents"
and under "Prospectus summary--Our Company", "Management's discussion
and analysis of financial condition and results of operation--Overview"
and "Business--Overview" and "--Market Opportunity" in Amendment No. 2.
As requested, the Company has also filed the consent of Harbor Research
as Exhibit 99 to Amendment No. 2.
USE OF PROCEEDS, PAGE 27
3. WE NOTE YOUR REVISED DISCLOSURE IN RESPONSE TO COMMENT 10. PLEASE
EXPAND YOUR DISCLOSURE TO ADDRESS THAT THE CONTINGENT PURCHASE PRICE
WILL BE PAID TO AFFILIATES, AND PROVIDE A CROSS-REFERENCE TO THE
SECTION OF THE PROSPECTUS WHERE THIS IS DISCUSSED IN GREATER DETAIL.
In response to the staff's comment, the Company has included
the requested disclosure under "Use of proceeds" in Amendment No. 2 to
disclose that the contingent purchase price will be paid to certain
affiliates of the Company and to cross-reference the more detailed
disclosure contained under "Certain relationships and related party
transactions--Satcom International Group plc." in Amendment No. 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS, PAGE 34
4. WE NOTE YOUR RESPONSE TO COMMENT 16 AND THE REVISED DISCLOSURE IN MD&A
ON PAGE 46. PLEASE EXPAND YOUR DISCUSSION IN MD&A TO INCLUDE THE
SUBSTANCE OF YOUR RESPONSE REGARDING THE RECENT BUSINESS DEVELOPMENTS
(5TH AND 6TH PARAGRAPHS) TO JUSTIFY THE INCREASE IN FAIR VALUE OF YOUR
COMMON STOCK FROM $4.03 TO $10 PER SHARE DURING FEBRUARY 2006. ALSO,
ADVISE US AND DISCLOSE THE PRELIMINARY ESTIMATED PRICE RANGE OF THE
Securities and Exchange Commission -3- August 31, 2006
IPO AND INCLUDE A DISCUSSION OF THE FACTORS CONTRIBUTING TO ANY
MATERIAL DIFFERENCE BETWEEN $10 AND THE ESTIMATED IPO PRICE. REFER TO
PARAGRAPH 182B OF AICPA AUDIT AND ACCOUNTING PRACTICE AID SERIES,
"VALUATION OF PRIVATELY-HELD-COMPANY EQUITY SECURITIES ISSUED AS
COMPENSATION."
In response to the staff's comment, the Company has included
the requested disclosure under "Management's discussion and analysis of
financial condition and results of operation--Critical Accounting
Policies and Estimates--Stock-based compensation" in Amendment No. 2.
In addition, the Company will advise the staff and include in
a further amendment to the Form S-1 the requested disclosure regarding
the preliminary estimated price range of the IPO and the discussion of
the significant factors contributing to any material difference between
$10 and the estimated IPO price, once the preliminary estimated price
range of the IPO is determined by the Company and the underwriters.
BUSINESS, PAGE 60
NETWORK CAPACITY, PAGE 87
5. WE NOTE YOUR RESPONSE TO COMMENT 21. PLEASE EXPAND YOUR DISCLOSURE TO
EXPLAIN THE CONDITIONS REFERENCED IN YOUR RESPONSE UNDER WHICH THE
ADDITIONAL SPECTRUM MAY BE MADE AVAILABLE FOR YOUR USE.
In response to the staff's comment, the Company has provided
the requested disclosure under "The ORBCOMM communications
system--System Status--Network capacity" to describe the conditions
under which additional spectrum may be made available for the Company's
use.
SHARES ELIGIBLE FOR FUTURE SALE, PAGE 127
6. TELL US WHY YOU HAVE NOT FILED THE LOCK-UP AGREEMENTS AS EXHIBITS TO
THE REGISTRATION STATEMENT.
The Company supplementally advises the staff that it intends
to file the form of lock-up agreement as an exhibit to the Form of
Underwriting Agreement that will be filed as Exhibit 1 to the Form S-1.
Securities and Exchange Commission -4- August 31, 2006
FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS, PAGE F-4
7. WE NOTE YOUR RESPONSE TO COMMENT 31 AND AWAIT THE PRO FORMA INFORMATION
ON THE FACT OF YOUR BALANCE SHEET AS OF MARCH 31, 2006 AND IN THE PRO
FORMA COLUMN WITHIN THE CAPITALIZATION TABLE.
The Company notes the staff's comment and will provide the
requested disclosure on the face of the condensed consolidated balance
sheet as of June 30, 2006 and in the pro forma column in the
Capitalization table under "Capitalization" in a further amendment to
the Form S-1 once the estimated price range for the offering has been
determined and the amount of the contingent payment can be determined.
NOTE 1. ORGANIZATION AND BUSINESS, PAGE F-8
8. IN REGARD TO YOUR RESPONSE TO COMMENT 33, WE NOTE YOU HAVE NOT PROVIDED
PRO FORMA EARNING PER SHARE AMOUNTS ON THE FACE OF YOUR INCOME
STATEMENTS AND ELSEWHERE IN THE FILING. PLEASE COMPLETE THIS DISCLOSURE
IN A FILED AMENDMENT TO YOUR FORM S-1 PRIOR TO REQUESTING
EFFECTIVENESS.
The Company notes the staff's comment and will provide the
requested disclosure on the face of the income statements and elsewhere
in the prospectus in a further amendment to the Form S-1 once the
estimated price range for the offering has been determined and prior to
requesting effectiveness of the Form S-1.
PART II
ITEM 17. UNDERTAKINGS, PAGE II-5
9. WE NOTE YOUR RESPONSE TO PRIOR COMMENT 37. HOWEVER, THE STAFF OF THE
DIVISION OF CORPORATION FINANCE HAS TAKEN THE POSITION THAT DUE, IN
PART, TO THE LANGUAGE OF SECURITIES ACT RULE 430C(D) AND YOUR ABILITY
TO FILE PROSPECTUS SUPPLEMENTS, THE UNDERTAKINGS ARE REQUIRED.
THEREFORE, WE REISSUE THE COMMENT.
In response to the staff's comment, the Company has included
the requested undertakings in Part II--Information Not Required in
Prospectus.
* * *
Securities and Exchange Commission -5- August 31, 2006
We are also delivering to each of Peggy Fisher, Eduardo Aleman,
Andrew Mew and Robert Littlepage of the staff courtesy copies of (i) Amendment
No. 2 with exhibits, marked to show changes from Amendment No. 1, and (ii) this
response letter.
In addition, please note that in connection with the Company's
request for confidential treatment of certain portions of certain exhibits to
the Form S-1, the Company is refiling revised Exhibits 10.1, 10.3.1, 10.4 and
10.5 to the Form S-1 in accordance with the Company's letter dated August 9,
2006.
Please telephone Sey-Hyo Lee at (212) 408-5122 or, in his absence,
James Laws at (212) 408-5547, of this office, if you require additional
information or wish to comment further orally. If you wish to comment in
writing, please send such comment to Sey-Hyo Lee by facsimile at (646) 710-5122.
Very truly yours,
/s/ Chadbourne & Parke LLP
Enclosures
VIA EDGAR AND HAND DELIVERY
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cc: Peggy Fisher
Eduardo Aleman
Andrew Mew
Robert Littlepage