8-K

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):  February 23, 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)	(I.R.S. Employer Identification No.)

2115 Linwood Avenue, Suite 100

Fort Lee, New Jersey 07024

(Address of principal executive offices) (Zip code)

(201) 363-4900

(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:

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 1.01.  Entry into a Material Definitive Agreement.

On February 23, 2011, ORBCOMM Inc. (“ORBCOMM” or the “Company”), Alanco Technologies, Inc. (“Alanco”) and Alanco’s wholly-owned subsidiary, StarTrak Systems, LLC ("StarTrak") entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) for ORBCOMM to purchase substantially all of the assets of StarTrak.

Consideration to be Paid

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

(i)     Cash consideration in an amount equal to two million Dollars ($2,000,000), less the amount outstanding under the secured loan referred to in clause (iii) below;  

(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 the Secured Loan Agreement (as defined below), including the outstanding principal amount of $300,000 and 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 pursuant to the Anderson SPA (as defined below) and the Slifkin/Robinson SPA (as defined below) and (B) previously received by ORBCOMM as dividends on shares of Series E convertible preferred stock of Alanco;  

(vi)     Issuance and delivery to Mellon Investor Services LLC, 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 up to 166,611 shares of ORBCOMM Stock (subject to certain reductions), 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 1,987,194 shares of ORBCOMM Stock, minus the number of escrowed shares described under (vii) above;  

(ix)     Issuance and delivery to Alanco of 183,550 shares of Series A perpetual convertible preferred stock of ORBCOMM.  Each share of Series A convertible preferred stock will be entitled to a 4% annual pay-in-kind dividend and 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.

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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 pursuant to the Anderson SPA and the Slifkin/Robinson SPA as described below and (y) divided by the total outstanding shares of common stock of Alanco immediately prior to closin g, yielding an estimated net amount of up to $1,200,000 in contingent Earn Out Amount to Alanco.

Other Related Transaction Documents:

STK Acquisition, LLC, a wholly-owned subsidiary of ORBCOMM formed to receive the StarTrak assets and operate the StarTrak business after the closing, has agreed to enter into an assignment and assumption agreement (the "Anderson Assignment and Assumption Agreement") pursuant to which STK Acquisition, LLC will acquire 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 Anderson Assignment and Assumption Agreement, (i) STK Acquisition, LLC will separately (A) issue 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) enter into a Security Agreement in favor of the Anderson Trust, pursuant to which STK Acquisition, LLC will grant a security interest in certain of its assets, and (ii) ORBCOMM will separately enter into at closing a Guaranty (the “Anderson Note Guaranty”) pursuant to which ORBCOMM will unconditionally guarantee the obligations of STK Acquisition, 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

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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

ORBCOMM has separately entered into an agreement to purchase from the Anderson Trust and certain of its affiliates (collectively, the “Anderson Group”) at the closing all of the shares of common stock of Alanco held by the Anderson Group (the "Anderson SPA").  As consideration for the sale by the Anderson Group of the Alanco shares owned by the Anderson Group, ORBCOMM will, at the closing issue and deliver to each member of the Anderson Group 0.62646 shares of ORBCOMM Stock for each share of Alanco stock being sold to ORBCOMM by such seller, or an aggregate of 413,184 shares of ORBCOMM Stock.

ORBCOMM has separately entered into an agreement to purchase from Timothy P. Slifkin ("Slifkin") and Thomas A. Robinson ("Robinson") at the closing all of the shares of common stock of Alanco held by each of Slifkin and Robinson (the "Slifkin/Robinson SPA").  As consideration for the sale by Slifkin and Robinson of the Alanco shares owned by them, ORBCOMM will, at the closing issue and deliver to each of Slifkin and Robinson 0.45651 shares of ORBCOMM Stock for each share of Alanco stock being sold to ORBCOMM by such seller, or an aggregate of 218,877 shares of ORBCOMM Stock.  In addition, each of Slifkin and Robinson shall be entitled to receive a pro rata portion of the Earn Out Amount (as defined in and as finally determined pursuant to the Asset Purchase Agreement) payable in cash or ORBCOMM Stock at ORBCOMM’s discretion.

ORBCOMM has also entered into a voting agreement with the Anderson Group, Slifkin, Robinson and Alanco CEO Robert Kauffman, whereby the Anderson Group, Slifkin, Robinson and Kauffman have agreed to vote their shares of Alanco stock to approve the purchase and sale contemplated by the Asset Purchase Agreement and to take certain other actions in furtherance of the transactions contemplated therein.

Representations, Warranties and Covenants

The Asset Purchase Agreement contains customary representations, warranties and covenants.  The representations and warranties generally survive the closing for eighteen (18) months.

Conditions to Closing

Each party’s obligation to close the transactions contemplated by the Asset Purchase Agreement is subject to customary closing conditions, including obtaining the approval of the shareholders of Alanco to the asset sale transaction, if required under applicable law.  Each party’s obligation to close the transactions contemplated by the other

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transaction documents described above is also subject to customary closing conditions, including the closing conditions under the Asset Purchase Agreement.

Termination

The Asset Purchase Agreement contains certain termination rights for both ORBCOMM and Alanco, including in the event that the closing conditions of the transactions contemplated by the Asset Purchase Agreement is not consummated by June 30, 2011.

Item 8.01 Other Events

On February 24, 2011, ORBCOMM and Alanco issued a joint press release announcing the entry into the Asset Purchase Agreement and the transactions contemplated thereby, a copy of which is attached as Exhibit 99.1 to this Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

99.1 Joint press release of ORBCOMM Inc. and Alanco Technologies, Inc. dated February 24, 2011

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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: February 24, 2011

EX-99.1

Exhibit 99.1

ORBCOMM INC. TO ACQUIRE ALANCO’S STARTRAK BUSINESS

Acquisition Supports ORBCOMM's Growth Strategy by

Expanding Next-Generation Solutions

Fort Lee, NJ and Scottsdale, AZ, February 24, 2011 - ORBCOMM Inc. (Nasdaq: ORBC) and Alanco Technologies Inc. (Nasdaq: ALAN) announced today that ORBCOMM has entered into a definitive agreement with Alanco to acquire the assets of its StarTrak Systems, LLC (StarTrak) subsidiary, an innovator and leading provider of tracking, monitoring and control services for the refrigerated transport market.

The acquisition of the StarTrak business supports ORBCOMM’s growth strategy in the following ways:

· Enables ORBCOMM to enhance and expand StarTrak’s leadership position in delivering benefits in efficiency, predictability and quality of cold chain management operations

· Creates a global technology platform to transfer capabilities across new and existing vertical markets and delivers complementary products to ORBCOMM’s channel partners and resellers worldwide

· Provides an opportunity to drive new subscribers to ORBCOMM’s global communications network while accelerating the growth of StarTrak’s suite of products by adding scale and providing subscriber management tools

· Enables ORBCOMM to leverage StarTrak’s capabilities with other resellers to continue to drive down development cycle time and help shape the end user experience

“We believe the StarTrak business offers growth opportunities for ORBCOMM with its transferrable technology that can be applied across a number of vertical markets and build on benefits from our new constellation,” said Marc Eisenberg, ORBCOMM’s Chief Executive Officer, “In addition, we can leverage the ORBCOMM infrastructure to run and manage the business to reduce costs and add benefits to customers.”

“The combination of StarTrak and ORBCOMM will result in Alanco acquiring a stake in ORBCOMM,” said Robert R. Kauffman, Alanco’s Chairman and Chief Executive Officer. “I am confident that the combined businesses will realize immediate benefits of scale and leverage to accelerate StarTrak’s business growth and profitability, thereby contributing enhanced value to all ORBCOMM shareholders.”

The acquisition consideration is valued at approximately $18.5 million, comprised of cash, stock, assumed debt, and redeemed shares. An additional $1.2 million earn out component, based on calendar year 2011 performance could bring total consideration to approximately $19.7 million. On a trailing twelve month basis, the StarTrak business generated nearly $16.0 million in revenues, which would be 94% accretive to ORBCOMM. The transaction is expected to close  in the second quarter of 2011 subject to customary closing conditions, including approval by Alanco shareholders. ORBCOMM expects to realize benefits and synergies from the combined businesses  in service delivery, device manufacturing, as well as selling, general and administrative expenses.

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, b ackhoes, 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.

About Alanco Technologies, Inc.

Alanco Technologies, Inc. provides wireless monitoring and asset management solutions through its StarTrak Systems subsidiary.  StarTrak Systems is the dominant provider of tracking, monitoring and control services to the refrigerated or “Reefer” segment of the transportation marketplace, enabling customers to increase efficiency and reduce costs of the refrigerated supply chain.  For more information, visit the Alanco website at www.alanco.com or StarTrak Systems at www.startrak.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  plans, objectives and expectations for future events for ORBCOMM and Alanco and include statements about their expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning their respective 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 their respective control, that may cause their respective 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. For ORBCOMM 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 its products and services and the applications developed by its 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 (̶ 0;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 ORBCOMM serves, such as transportation, heavy equipment, fixed assets and maritime; litigation proceedings; technological changes, pricing pressures and other competitive factors; the inability of its international resellers to develop markets outside the United States; market acceptance and success of its Automatic Identification System (“AIS”) business; the inability to provide AIS service due to the in-orbit satellite failure of the remaining quick launch satellite; satellite launch and construction delays and cost overruns of ORBCOMM’s next-generation satellites; in-orbit satellite failures or reduced performance of its existing satellites; the failure of its system or reductions in levels of service due to technological malfunctions or deficiencies or other events; ORBCOMM’s inability to renew or expand its satellite constellation; political, legal regulatory, government administrative and economic conditions and developments in the United States and other countries and territories in which it operates; and changes in ORBCOMM’s business strategy, and the other risks described in its filings with the Securities and Exchange Commission. For ORBCOMM and Alanco these risks also include costs related to the proposed transaction; failure to obtain the required approval of the Alanco shareholders; risks that the closing of the transaction is substantially delayed or that the transaction does not close; and risks that the StarTrak business is not integrated successfully.  For Alanco, these risks and uncertainties include, but are not limited to, Alanco failing to maintain its Nasdaq listing, reduced demand for information technology equipment; competitive pricing and difficulty managing product costs; development of new technologies that make Alanco's pr oducts obsolete; rapid industry changes; failure of an acquired business to further Alanco's strategies; the ability to maintain satisfactory relationships with lenders and remain in compliance with financial loan covenants and other requirements under current banking agreements; and the ability to secure and maintain key contracts and relationships.  Unless required by law, ORBCOMM and Alanco  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 ORBCOMM’s “Risk Factors” section in its annual report on Form 10-K for the year ended December 31, 2009 and Alanco’s “Risk Factors” section in its filings with the Securities and Exchange Commission.

ORBCOMM Contacts Investor Inquiries: Lucas Binder VP, Business Development and Investor Relations ORBCOMM Inc. 703-433-6505 binder.lucas@orbcomm.com	Media Inquiries: Jennifer Lattif Senior Account Executive The Abernathy MacGregor Group 212-371-5999 jcl@abmac.com
Alanco Contacts Corporate Contact: John Carlson Executive Vice President & CFO Alanco Technologies, Inc. 480-505-4869	Media Inquiries: John Nesbett/Jennifer Belodeau Institutional Marketing Services IMS 203-972-9200