ORBCOMM Inc. (Form: 8-K, Received: 05/20/2011 16:31:15)

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): May 16, 2011

ORBCOMM Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-33118	41-2118289

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


2115 Linwood Avenue, Suite 100 Fort Lee, New Jersey		07024

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 363-4900

(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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 16, 2011, ORBCOMM Inc. (“ORBCOMM” or the “Company”) completed its previously announced acquisition of substantially all of the assets of StarTrak Systems, LLC (“StarTrak”), a wholly-owned subsidiary of Alanco Technologies, Inc. (“Alanco”) and a leading provider of wireless asset and GPS tracking and monitoring products and services for the refrigerated transport market (the “StarTrak Acquisition”).

The consideration paid by ORBCOMM to Alanco at the closing with respect to substantially all the assets of StarTrak was equal to the aggregate face amount of approximately $18,500,000 (the “Closing Consideration”) in cash, stock and debt as follows:

(i)

Cash consideration in an amount equal to approximately $1,800,000, after the preliminary working capital adjustment;

(ii)

Cancellation and termination of all outstanding obligations of Alanco and StarTrak and their affiliates under the Anderson Loan Agreement (as defined below), including the then outstanding principal amount of $3,900,000;

(iii)

Cancellation and termination of all outstanding obligations of Alanco and StarTrak to ORBCOMM under a Secured Promissory Note in the principal amount of $300,000 including any interest and fees, if any, due thereunder as of the closing date;

(iv)

Delivery to Alanco of 500,000 shares of Series E convertible preferred stock of Alanco held by ORBCOMM having a face amount of $2,250,000;

(v)

Delivery to Alanco of 1,212,748 shares of common stock of Alanco representing shares of Alanco common stock (A) purchased by ORBCOMM from the Anderson Group (as described below) and from Slifkin and Robinson (as described below) and (B) previously received by ORBCOMM as dividends on shares of Series E convertible preferred stock of Alanco;

(vi)

Issuance and delivery to BNY Mellon Shareowner Services, as escrow agent (“Mellon”), of 249,917 shares of common stock of ORBCOMM (“ORBCOMM Stock”), which escrowed shares will be available to pay for a portion of the costs incurred as a result of a litigation currently pending against StarTrak;

(vii)

Issuance and delivery to Mellon of 166,611 shares of ORBCOMM Stock, which escrowed shares will be available to pay for a portion of certain product warranty, replacement and repair-related costs;

(viii)

Issuance and delivery to Alanco of 1,820,583 shares of ORBCOMM Stock;

(ix)

Issuance and delivery to Alanco of 183,550 shares of Series A perpetual convertible preferred stock of ORBCOMM (“ORBCOMM Preferred Stock”). Pursuant to the Certificate of Designation of Series A Convertible Preferred Stock of ORBCOMM (the “Certificate of Designation”) filed on May 16, 2011 with the office of the Secretary of State of the State of Delaware, each share of ORBCOMM Preferred Stock will be entitled to a 4% annual pay-in-kind dividend, have a face value of $10 and be convertible into 1.66611 shares of ORBCOMM Stock; and

(x)

Assumption by ORBCOMM of certain specified assumed liabilities, generally consisting of liabilities arising after the closing date and liabilities reflected in the closing working capital calculation.

In addition to the Closing Consideration, up to an additional gross amount of $1,500,000 (subject to certain reductions) in contingent payments (the “Earn Out Amount”) is payable by ORBCOMM if certain revenue milestones of the StarTrak business are achieved for the 2011 calendar year (the “Earn-Out Period”), ranging from $250,000 for total revenue of $20 million in the Earn-Out Period to $1,500,000 for total revenue of $24 million or more in the Earn-Out Period, subject to reduction by an amount equal to the total gross contingent amount, (x) multiplied by an amount equal to the aggregate number of shares of common stock of Alanco purchased by ORBCOMM from the Anderson Group, Slifkin and Robinson as described below and (y) divided by the total outstanding shares of common stock of Alanco immediately prior to closing, yielding an estimated net amount of up to $1,200,000 in contingent Earn Out Amount to Alanco.

On May 17, 2011, ORBCOMM issued a press release announcing the consummation of the StarTrak Acquisition, a copy of which is attached as Exhibit 99.1 to this Report and incorporated herein by reference.

The disclosures set forth under Item 2.03 of this Current Report on Form 8-K are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the StarTrak Acquisition, StarTrak Information Technologies, LLC (formerly STK Acquisition, LLC), a wholly-owned subsidiary of ORBCOMM formed to receive the StarTrak assets and operate the StarTrak business after the closing, acquired at the closing all of the rights of the lender under the Amended and Restated Loan and Security Agreement dated December 21, 2007, as amended, by and between Donald E. Anderson and Rebecca E. Anderson, Trustees of the Anderson Family Trust, UTA dated December 20, 1993 (the “Anderson Trust”) as lender, and Alanco, StarTrak and the other borrower parties thereto (the “Anderson Loan Agreement”).

In consideration of the acquisition of the Anderson Trust’s rights under the Anderson Loan Agreement, (i) StarTrak Information Technologies, LLC separately (A) issued at closing a Secured Promissory Note in favor of the Anderson Trust in the principal amount of $3,900,000 (the “Secured Promissory Note”) and (B) entered into a Security Agreement in favor of the Anderson Trust, pursuant to which StarTrak Information Technologies, LLC granted a security interest in certain of its assets, and (ii) ORBCOMM separately entered into at closing a Guaranty (the “Anderson Note Guaranty”) pursuant to which ORBCOMM unconditionally guaranteed the obligations of StarTrak Information Technologies, LLC under the Secured Promissory Note.

The principal terms of the Secured Promissory Note are summarized below:


Security:		Obligation secured by certain assets purchased from StarTrak, including StarTrak’s intellectual property, customer service contracts and equipment employed in performing the customer service contracts but in any event excluding all inventory and accounts receivable; provided that such security interest shall terminate upon the earlier to occur of (i) the outstanding balance being reduced to at or below $3,000,000 and (ii) the first successful launch of one or more of ORBCOMM’s Next Generation (OG2) satellites

Interest:		Interest payable in cash quarterly at the rate of 6% per year

Loan Fee:		$79,146.36 due upon closing

Maturity:		December 31, 2015

Principal Payments:		$200,000 due upon closing

		$62,500 due on last day of each calendar quarter in 2012

		$75,000 due on last day of each calendar quarter in 2013

		$100,000 due on last day of each calendar quarter in 2014

		$125,000 due on the last day of each calendar quarter of 2015, except full balance due on December 31, 2015

The Secured Promissory Note also contains customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding amounts may be accelerated. Also under such provisions, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Secured Promissory Note shall automatically become immediately due and payable.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth under Item 2.01 of this Current Report on Form 8-K relating to the issuance of ORBCOMM Stock and ORBCOMM Preferred Stock to Alanco (including the shares to be held in escrow) on May 16, 2011 are incorporated herein by reference.

On May 16, 2011, ORBCOMM separately purchased from the Anderson Trust and certain of its affiliates (collectively, the “Anderson Group”) shares of common stock of Alanco held by the Anderson Group. As consideration for the sale by the Anderson Group of the Alanco shares owned by the Anderson Group, ORBCOMM issued and delivered to each member of the Anderson Group 0.62646 shares of ORBCOMM Stock for each share of Alanco stock sold to ORBCOMM by such seller, or an aggregate of 413,184 shares of ORBCOMM Stock.

On May 16, 2011, ORBCOMM separately purchased from Timothy P. Slifkin (“Slifkin”) and Thomas A. Robinson (“Robinson”) shares of common stock of Alanco held by each of Slifkin and Robinson. As consideration for the sale by Slifkin and Robinson of the Alanco shares owned by them, ORBCOMM issued and delivered to each of Slifkin and Robinson 0.45651 shares of ORBCOMM Stock for each share of Alanco stock sold to ORBCOMM by such seller, or an aggregate of 218,877 shares of ORBCOMM Stock. In addition, each of Slifkin and Robinson are entitled to receive a pro rata portion of an earn out amount based on revenue achieved in calendar year 2011 by the StarTrak business acquired, which is payable in cash or shares of ORBCOMM common stock at ORBCOMM’s discretion.

The issuances of ORBCOMM Stock and ORBCOMM Preferred Stock to Alanco, the Anderson Group and Robinson and Slifkin were pursuant to exemption from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosures set forth under Item 2.01 of this Current Report on Form 8-K relating to the Certificate of Designation with respect to the ORBCOMM Preferred Stock and the terms thereof are incorporated herein by reference. The Certificate of Designation was adopted by resolution of the Board of Directors as provided for in the Company’s Certificate of Incorporation and the Delaware General Corporation Law. A copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The Company intends to file the required financial statements of the StarTrak business in an amendment to this Current Report on Form 8-K within 71 days.

(b) Pro Forma Financial Information.

The Company intends to file the required pro forma financial statements relating to the StarTrak Acquisition in an amendment to this Current Report on Form 8-K within 71 days.

(d) Exhibits.


	3.1			Certificate of Designation of Series A Convertible Preferred Stock of the Company

	99.1			Press release of ORBCOMM Inc. and Alanco Technologies, Inc. dated May 17, 2011

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.


ORBCOMM Inc.
By	/s/ Christian Le Brun
	Name:	Christian Le Brun
	Title:	Executive Vice President, General Counsel and Secretary

Date: May 20, 2011

EXHIBIT 3.1

CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK

ORBCOMM INC.

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware

ORBCOMM Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation pursuant to Section 151 of the General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of its Restated Certificate of Incorporation and the General Corporation Law of the State of Delaware, the Board of Directors hereby creates a series of the Corporation’s previously authorized Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and hereby states the designation and amount thereof and the voting powers, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

1. Designation and Number of Authorized Shares in Series . There shall be a total of 1,000,000 authorized shares of Preferred Stock designated as “Series A Convertible Preferred Stock”.

2. Priority . The Series A Convertible Preferred Stock shall have a priority ranking superior to the Common Stock of the Corporation with respect to payment of dividends and upon dissolution, liquidation and winding-up of the Corporation.

3. Dividends . Holders of shares of Series A Convertible Preferred Stock shall be entitled to receive, when declared by the Board of Directors, out of funds and assets of the Corporation legally available therefore, an annual dividend (calculated on the basis of the redemption price of $10.00 per share of Series A Convertible Preferred Stock) of four (4%) percent per annum, payable in additional shares of Series A Convertible Preferred Stock quarterly on or before the 20th day following each calendar quarter for the calendar quarters ended March 31, June 30, September 30 and December 31, respectively, to stockholders of record on the respective record dates (which shall be the tenth day of the last month for each such calendar quarter just ended). Dividends on each share of the Series A Convertible Preferred Stock shall accrue and be cumulative from the date of issue and shall be appropriately prorated with respect to the period between such date of issue and the first dividend payment date. Accumulations of unpaid dividends shall not bear interest.

So long as any shares of Series A Convertible Preferred Stock are outstanding, the Corporation shall not declare and pay or set apart for payment any dividends or make any other distribution on the Common Stock and shall not redeem, retire, purchase or otherwise acquire, any shares of Common Stock or Preferred Stock ranking inferior to the Series A Convertible Preferred Stock, unless at the time of making such declaration, payment, distribution, redemption, retirement, purchase or acquisition dividends on all outstanding shares of Series A Convertible Preferred Stock for all past quarterly dividend periods shall have been paid or declared and sufficient shares reserved for the payment thereof.

4. Conversion . Each share of Series A Convertible Preferred Stock shall be convertible/converted into 1.66611 of shares of Common Stock of the Corporation, subject to readjustment as provided herein below, without the payment of any additional consideration by the holder thereof as follows:

	(a)		at the option of the holder thereof at any time, including up to the close of business on the redemption date with respect to any shares of Series A Convertible Preferred Stock called for redemption; or

	(b)		at the option of the Corporation on or after the date (“Trigger Date”) that (i) is at least six (6) months from the issue date of the shares of Series A Convertible Preferred Stock to be converted, and (ii) the average closing market price for the Corporation’s Common Stock on the U.S. national securities exchange on which the Corporation’s Common Stock may then be listed or if not then listed on a U.S. national securities exchange, the last quoted price on the over-the-counter market then in use (such average market price or last quoted price, as the case may be, hereinafter referred to as the “Market Price”) for the preceding twenty (20) consecutive trading days equals or exceeds $11.20 per share. The notice of conversion shall be sent by certified mail to the holders of record of the Series A Convertible Preferred Stock to be converted at least five (5) days prior to the date of conversion specified in such notice, addressed to each such holder at his address as it appears in the records of the Corporation.

The holder of a share or shares of Series A Convertible Preferred Stock may exercise the conversion right in subparagraph (a) above by delivering to the Corporation during regular business hours, at the principal office of the Corporation, or at such other places as may be designated by the Corporation, the certificate or certificates for the shares to be converted, duly endorsed or assigned in blank or to the Corporation (if required by it), accompanied in any event by written notice stating that the holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for Common Stock are to be issued. Conversion shall be deemed to have been effected on the date when such delivery is made, or in the case of conversion pursuant to subparagraph (b) above on the date specified by the Corporation in its notice of conversion, and such date is referred to herein as the “Conversion Date”. As promptly as practicable thereafter the Corporation shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Corporation, a certificate or certificates for the number of full shares of Common Stock to which the holder is entitled together with any additional shares of Common Stock representing the conversion of any shares of Series A Convertible Preferred Stock issuable for the amount of any accrued but unpaid dividends, and a check in respect of any fraction of shares of Common Stock provided below. The person in whose name the certificate or certificates for Common Stock are to be issued (that is the person designated if the conversion is elective under subparagraph (a) above, or the holder of the Series A Convertible Preferred Stock in the case of a conversion under subparagraph (b) above) shall be deemed to have become a holder of Common Stock of record on the Conversion Date unless the transfer books of the Corporation are closed on that date, in which event he shall be deemed to have become a holder of Common Stock of record on the next succeeding date on which the transfer books are open, but the conversion rate shall be that in effect on the Conversion Date.

The issuance of Common Stock on conversion of Series A Convertible Preferred Stock shall be without charge to the converting holder of Series A Convertible Preferred Stock for any fee, expense or tax in respect of the issuance therefore, but the Corporation shall not be required to pay any fee, expense or tax which may be payable with respect of any transfer involved in the issuance and delivery of shares in any name other than that of the holder of record on the books of the Corporation of the shares of Series A Convertible Preferred Stock converted, and the Corporation shall not, in any such case, be required to issue or deliver any certificate for shares of Common Stock unless and until the person requesting the issuance thereof shall have paid to the Corporation the amount of such fee, expense or tax or shall have established to the satisfaction of the Corporation that such fee, expense or tax has been paid.

The number of shares of Common Stock deliverable upon conversion of each share of Series A Convertible Preferred Stock shall be subject to adjustment from time to time upon the happening of certain events as follows:

(i) Merger, Sale of Assets, Consolidation . If the Corporation at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other entity, the Series A Convertible Preferred Stock shall thereafter evidence the right to be converted into capital stock in such number and kind of securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of the Series A Convertible Preferred Stock shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

(ii) Reclassification . If the Corporation at any time shall, by subdivision, combination, reclassification of securities or otherwise, change any of the securities then purchasable upon the exercise of the conversion right associated with the Series A Convertible Preferred Stock into the same or a different number of securities of any class or classes, the Series A Convertible Preferred Stock shall thereafter evidence the right to purchase such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the conversion right immediately prior to such subdivision, combination, reclassification or other change. If shares of Common Stock is subdivided or combined into a greater or smaller number of shares of Common Stock, the number of shares of Common Stock deliverable upon conversion of each share of Series A Convertible Preferred Stock ( i.e. , the conversion ratio under Section 4 hereof) shall be proportionately reduced or increased, as appropriate, by the ratio which the total number of shares of Common Stock to be outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

Whenever any adjustment is required in the number of shares into which each share of the Series A Convertible Preferred Stock is convertible, the Corporation shall forthwith file a statement describing in reasonable detail the adjustment and the method of calculation used at the office or agency maintained for the purpose for conversion of the Series A Convertible Preferred Stock, and shall mail a copy thereof to the holders of the Series A Convertible Preferred Stock.

The Corporation shall at all times keep available for issue and delivery the full number of shares of Common Stock into which all outstanding shares of Series A Convertible Preferred Stock are convertible.

No certificate for a fraction of a share of Common Stock or Series A Convertible Preferred Stock shall be issued upon any conversion or dividend payment, but in lieu of any fractional share that would otherwise be required to be issued in accordance with the foregoing provisions, the Corporation shall make a cash payment for any such fractional share interest based upon a value (i) for such Common Stock equal to the Market Price for twenty (20) trading days prior to the conversion date, or (ii) for such Series A Convertible Preferred Stock equal to $10.00 per share.

5. Voting . The holders of shares of Series A Convertible Preferred Stock shall be entitled to notice of any stockholders’ meeting and to vote upon matters submitted to stockholders for a vote, in the same manner and with the same effect as the holders of shares of Common Stock, voting together with the holders of Common Stock as a single class to the extent permitted by law. Holders of Series A Convertible Preferred Stock shall have that number of votes equal to the lesser of (i) the number of shares of Common Stock into which such Series A Convertible Preferred Stock is convertible on the applicable record date, or (ii) that number which is equal to the purchase price per share of Series A Convertible Preferred Stock paid by the holder to the Corporation divided by the Market Price of the Common Stock on the trading day immediately previous to the issuance of the shares of Series A Convertible Preferred Stock, rounded down to the next whole number, as adjusted from time to time pursuant to section 4 above.

So long as any shares of the Series A Convertible Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or written consent of the holders of at least two-thirds (2/3) of the aggregate number of shares at the time outstanding of the Series A Convertible Preferred Stock:

(i) authorize, create or increase any class of capital stock ranking equal or prior to the Series A Convertible Preferred Stock as to dividends or upon liquidation, dissolution or winding-up; or

(ii) alter or change any of the powers, preferences or special rights given to the Series A Convertible Preferred Stock so as to affect the same adversely.

6. Redemption . The Corporation may, at the option of the Board of Directors, redeem all or any part of the outstanding Series A Convertible Preferred Stock at any time after two years from the issue date of the shares to be redeemed at the redemption price equal to $10.00 per share of the Series A Convertible Preferred Stock to be redeemed, plus accrued and unpaid dividends, if any, provided that notice of redemption is sent by certified mail to the holders of record of the Series A Convertible Preferred Stock to be redeemed at least thirty (30) days prior to the date of redemption specified in such notice, addressed to each such holder at his address as it appears in the records of the Corporation. In case of the redemption of a part only of the Series A Convertible Preferred Stock, the shares of such series to be redeemed shall be selected pro rata or by lot or in such other manner as the Board of Directors may determine.

On or after the redemption date each holder of shares of Series A Convertible Preferred Stock to be redeemed shall present and surrender his certificate or certificates for such shares to the Corporation and thereupon the redemption price of such shares shall be paid to or on the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In case less than all of the shares of Series A Convertible Preferred Stock represented by any such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares of Series A Convertible Preferred Stock.

All rights arising under this designation of powers, preferences, rights and limitations, other than the right to receive the redemption price, shall terminate upon the payment of good funds on or before the redemption date to the holder of the applicable shares of Series A Convertible Preferred Stock. The Corporation may also deposit the aggregate redemption price payable with respect to the shares of Series A Convertible Preferred Stock to be redeemed (or the portion thereof not already paid in the redemption of such shares) (the “Redemption Deposit”) with the Corporation’s transfer agent or any bank or trust company in the United States named in the notice of redemption. Such deposits are to be payable in amounts as aforesaid to the respective orders of the holders of record of the shares of Series A Convertible Preferred Stock upon surrender of the certificates evidencing such shares as described above. From and after the making of the Redemption Deposit, all rights of the holders of the applicable shares of Series A Convertible Preferred Stock arising under this designation of powers, preferences, rights and limitations shall terminate, other than the right to receive from such transfer agent, bank or trust company, without interest, the moneys so deposited with it, and such shares shall not thereafter be transferred (except with the consent of the Corporation) on the books of the Corporation, and such shares shall not be deemed to be outstanding for any purpose whatsoever.

7. No Sinking Fund . The shares of the Series A Convertible Preferred Stock shall not be entitled to benefit of any sinking or purchase fund to be applied to the redemption or purchase of such stock.

8. Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Series A Convertible Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made in respect of any class or series of stock which shall rank subordinate thereto as to assets the fixed sum of $10.00 for each share of Series A Convertible Preferred Stock held by them plus accrued and unpaid dividends, if any, thereon.

If upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation available for distribution to its Series A Convertible Preferred Stock holders shall be insufficient to pay the holders of Series A Convertible Preferred Stock the full amount to which they are entitled hereunder, the holders of Series A Convertible Preferred Stock shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares of Series A Convertible Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such stock were paid in full. If upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation payments shall have been made to the holders of the Series A Convertible Preferred Stock of the full amount to which they shall respectively be entitled hereunder, such holders shall not be entitled to any further participation in the distribution of the remaining assets of the Corporation available for distribution to its stockholders,

Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation, nor the sale, transfer or lease of all or substantially all of the assets of the Corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation.

9. Redeemed Shares . Shares of the Series A Convertible Preferred Stock redeemed or purchased by the Corporation or surrendered to the Corporation on the conversion thereof into shares of Common Stock as herein above provided shall have the status of authorized and unissued shares of Series A Convertible Preferred Stock.

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by the undersigned this 16 day of May, 2011.


ORBCOMM INC.
By:	/s/ Christian Le Brun
	Name:	Christian Le Brun
	Title:	Executive Vice President and General Counsel

EXHIBIT 99.1

ORBCOMM COMPLETES ACQUISITION OF STARTRAK SYSTEMS, LLC
Names David Gsell General Manager

Fort Lee, NJ, May 17, 2011 — ORBCOMM Inc. (Nasdaq: ORBC), a global satellite data communications company focusing on two-way Machine-to-Machine (M2M) communications, today announced the completion of the acquisition of substantially all of the assets of StarTrak Systems, LLC from Alanco Technologies, Inc.

Based in Morris Plains, NJ, StarTrak is an innovator and leading provider of tracking, monitoring and control services for the refrigerated transport market. Under its ReeferTrak ^{^®} and GenTrak ^TM brands, the company provides customers with the ability to proactively monitor, manage and remotely control their refrigerated transport assets. Their information services also help industry leaders realize better fleet efficiency and utilization while reducing risk by adding safety monitoring of perishable cargo. In addition to relationships with leading refrigerated unit manufacturers such as Carrier and Thermo King, StarTrak’s customers include well-known brands such as Tropicana, Maersk Line, Prime Inc, CR England, FFE Transport, Inc. and Exel Transportation.

“The StarTrak acquisition is an important milestone in the continued evolution of ORBCOMM as an innovative, satellite-based M2M communications services company,” said ORBCOMM’s CEO, Marc Eisenberg. “We are excited about the opportunity to grow the StarTrak business and to introduce their market-leading technology to our global distribution channels. We look forward to bringing our hardware and communications expertise to the company and to building next-generation services for our complementary vertical markets.”

David A. Gsell is taking on the role of General Manager of the StarTrak business. With over 20 years of experience in transportation technology and communications services, Mr. Gsell joined ORBCOMM in 2009 and has served as Vice President of Business Development. From 2002 until 2009, he served as Product Sales Leader at Trailer Fleet Services, a unit of GE Capital, providing satellite-based asset tracking solutions to the transportation industry. Mr. Gsell is a GE Certified Six Sigma Quality Master Black Belt.

“In addition to welcoming the StarTrak employees to our team, I look forward to the integration of StarTrak into ORBCOMM’s core business and building on the proven success that StarTrak has already established in their primary markets,” said Mr. Gsell. “With ORBCOMM’s assistance, we look forward to improving and growing service quality and extending the value StarTrak brings to customers’ business operations worldwide.”

About ORBCOMM Inc.
ORBCOMM is a leading global satellite data communications company, focused on Machine-to-Machine (M2M) communications. Its customers include Caterpillar Inc., Doosan Infracore America, Hitachi Construction Machinery, Hyundai Heavy Industries, Asset Intelligence a division of I.D. Systems, Inc., Komatsu Ltd., Manitowoc Crane Companies, Inc., and Volvo Construction Equipment among other industry leaders. By means of a global network of low-earth orbit (LEO) satellites and accompanying ground infrastructure, ORBCOMM’s low-cost and reliable two-way data communication services track, monitor and control mobile and fixed assets in four core markets: commercial transportation; heavy equipment; industrial fixed assets; and marine/homeland security. ORBCOMM based products are installed on trucks, containers, marine vessels, locomotives, backhoes, pipelines, oil wells, utility meters, storage tanks and other assets.

ORBCOMM is headquartered in Fort Lee, New Jersey and has its network control center in Dulles, Virginia. For more information, visit www.orbcomm.com.

Forward-Looking Statements
Certain statements discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning the Company’s expectations, are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from the results, projected, expected or implied by the forward-looking statements, some of which are beyond the Company’s control, that may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include but are not limited to: the impact of global recession and continued worldwide credit and capital constraints; substantial losses we have incurred and expect to continue to incur; demand for and market acceptance of our products and services and the applications developed by our resellers; loss or decline or slowdown in the growth in business from Asset Intelligence, a subsidiary of I.D. Systems, Inc. (“AI”) (formerly a division of General Electric Company (“GE” or “General Electric”)), other value-added resellers or VARs and international value-added resellers or IVARs; loss or decline or slowdown in growth in business of any of the specific industry sectors the Company serves, such as transportation, heavy equipment, fixed assets and maritime; our proposed acquisition of the StarTrak Systems, LLC (“StarTrak”) business may expose us to additional risks; litigation proceedings; technological changes, pricing pressures and other competitive factors; the inability of our international resellers to develop markets outside the United States; market acceptance and success of our Automatic Identification System (“AIS”) business; the ability to restore commercial-level AIS service in the near term; satellite launch and construction delays and cost overruns of our next-generation satellites; in-orbit satellite failures or reduced performance of our existing satellites; the failure of our system or reductions in levels of service due to technological malfunctions or deficiencies or other events; our inability to renew or expand our satellite constellation; political, legal regulatory, government administrative and economic conditions and developments in the United States and other countries and territories in which we operate; and changes in our business strategy; and the other risks described in our filings with the Securities and Exchange Commission. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For more detail on these and other risks, please see our “Risk Factors” section in our annual report on Form 10-K for the year ended December 31, 2010.


Contacts
*Investor Inquiries:*		*Media Inquiries:*
Lucas Binder		Jennifer Lattif
VP, Business Development and Investor Relations		Senior Account Executive
ORBCOMM Inc.		The Abernathy MacGregor Group
703-433-6505		212-371-5999
binder.lucas@orbcomm.com		jcl@abmac.com