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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ORBCOMM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 54-1890273
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2455 HORSE PEN ROAD, SUITE 100 20171
HERNDON, VIRGINIA (Zip Code)
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to section
Section 12(b) of the 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General
A.(c), please check the Instruction A.(d), please
following box. | | check the following
box. |X|
Securities Act registration statement file number to which this form relates: 333-50599
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Common Stock, par value $0.01 per
share, of ORBCOMM Corporation (the "Registrant"), which is to be registered
hereunder is contained under the caption "Description of Capital Stock" in the
Prospectus that constitutes part of the Registrant's Registration Statement on
Form S-1 (Registration No. 333-50599 relating to the offering of 6,000,000
shares of Common Stock of ORBCOMM Corporation (6,900,000 shares if the
underwriters' overallotment option in exercised in full)) filed by the
Registrant with the Securities and Exchange Commission on April 21, 1998, as
amended from time to time. Such description is hereby incorporated by reference.
ITEM 2. EXHIBITS
The following exhibits are filed herewith or are incorporated by
reference as indicated below.
EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement
3.1* Amended and Restated Certificate of Incorporation of
ORBCOMM Corporation
3.2* Bylaws of ORBCOMM Corporation
4.1* Specimen of the ORBCOMM Corporation Common Stock
Certificate
4.2* Form of Subscription Agreement by and between ORBCOMM
Corporation and ORBCOMM Global, L.P.
4.3* Form of Unit Exchange and Registration Rights Agreement by
and among ORBCOMM Corporation, ORBCOMM Global, L.P.,
Orbital Communications Corporation and Teleglobe Mobile
Partners
4.4* Form of Share Issuance Agreement by and between ORBCOMM
Corporation and ORBCOMM Global, L.P.
4.5* Form of Lock-up Agreement
* Incorporated by reference to the identically numbered exhibit to the
Registration Statement on Form S-1 of ORBCOMM Corporation filed by ORBCOMM
Corporation on April 21, 1998, as amended from time to time (Registration
No. 333-50599).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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ORBCOMM CORPORATION
Date: July 1, 1998 By: /s/ Scott L. Webster
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Name: Scott L. Webster
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement
3.1* Amended and Restated Certificate of Incorporation of
ORBCOMM Corporation
3.2* Bylaws of ORBCOMM Corporation
4.1* Specimen of the ORBCOMM Corporation Common Stock
Certificate
4.2* Form of Subscription Agreement by and between ORBCOMM
Corporation and ORBCOMM Global, L.P.
4.3* Form of Unit Exchange and Registration Rights Agreement by
and among ORBCOMM Corporation, ORBCOMM Global, L.P.,
Orbital Communications Corporation and Teleglobe Mobile
Partners
4.4* Form of Share Issuance Agreement by and between ORBCOMM
Corporation and ORBCOMM Global, L.P.
4.5* Form of Lock-up Agreement
* Incorporated by reference to the identically numbered exhibit to the
Registration Statement on Form S-1 of ORBCOMM Corporation filed by ORBCOMM
Corporation on April 21, 1998, as amended from time to time (Registration
No. 333-50599).