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): January 12, 2012

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, including 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 (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 the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 12, 2012, ORBCOMM Inc. (“ORBCOMM” or the “Company”) completed its previously announced acquisition of substantially all of the assets of PAR Logistics Management Systems Corporation, (“PLMS”), a wholly-owned subsidiary of PAR Technology Corporation (“PAR”) and a provider of wireless asset and GPS tracking and monitoring products and services (the “PLMS Acquisition”).

The consideration paid by ORBCOMM at the closing with respect to substantially all the assets of PLMS is equal to the aggregate amount of $6.0 million (the “Closing Consideration”) in cash and common stock as follows:

(i) Cash consideration in an amount equal to $4.0 million;

(ii) Issuance and delivery to PAR of 258,065 shares of ORBCOMM common stock with a value of $800,000 (based on the average 20-day closing price of ORBCOMM common stock prior to the execution on December 23, 2011 of the previously announced Asset Purchase Agreement (the “Average Price”));

(iii) Issuance and delivery to Computershare Trust Company, N.A., as escrow agent, of 387,097 shares of ORBCOMM common stock with a value of $1.2 million (based on the Average Price), which escrowed shares will be available to pay certain indemnification obligations of PAR to ORBCOMM; and

(iv) Assumption by PLMS Acquisition, LLC, a wholly-owned subsidiary of 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, the Asset Purchase Agreement provides for contingent consideration of up to $3.95 million payable post-closing by ORBCOMM to PAR in cash, ORBCOMM common stock or a combination of cash and ORBCOMM common stock, at ORBCOMM’s option. Up to $3.0 million of the contingent consideration will be payable based on achieving certain agreed-upon new subscriber targets for calendar year 2012 and up to $950,000 of the contingent consideration will be payable based on achieving certain agreed-upon sales targets for calendar years 2012 through 2014.

If paid in stock, the number of ORBCOMM shares to be issued to PAR will be based upon the average 20-day closing price of ORBCOMM common stock prior to the payment due date for such contingent consideration.

On January 12, 2012, ORBCOMM issued a press release announcing the consummation of the PLMS Acquisition, a copy of which is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.

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 common stock to PAR (including the shares held in escrow) on January 12, 2012 are incorporated herein by reference.

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The issuance of ORBCOMM common stock to PAR (including the shares held in escrow) was pursuant to exemption from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

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

(d) Exhibits.

99.1 Press release of ORBCOMM Inc. dated January 12, 2012.

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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: January 19, 2012

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EX-99.1

Exhibit 99.1

ORBCOMM COMPLETES ACQUISITION

OF PAR LOGISTICS MANAGEMENT SYSTEMS

Fort Lee, NJ—January 12, 2012—ORBCOMM Inc. (Nasdaq: ORBC), a global satellite data communications company focused on two-way Machine-to-Machine (M2M) communications, today announced that it has completed the acquisition of the assets of PAR Logistics Management Systems (PAR LMS), a PAR Technology Corporation (NYSE: PAR) subsidiary. PAR LMS is a leading provider of advanced solutions for monitoring transport assets and cargo in the transportation and distribution industries.

The acquisition of the PAR LMS business will enhance ORBCOMM’s leadership position in transportation management solutions, expanding ORBCOMM’s satellite, terrestrial and dual-mode offerings, and advancing sales growth in attractive business segments.

“This acquisition represents another exciting growth opportunity for ORBCOMM,” said Marc Eisenberg, Chief Executive Officer of ORBCOMM. “The addition of PAR LMS furthers our growth strategy by enhancing our value-added services while expanding our customer base. We will be able to improve economies of scale in manufacturing and service delivery and provide our customers with some of the most advanced products in the telematics industry. We look forward to welcoming the PAR LMS employees to our team and to further growing our business.”

As previously announced, under the terms of the transaction, ORBCOMM acquired the PAR LMS business for approximately $6 million, comprised of cash and common stock, plus the potential of up to $3.95 million in additional consideration based on achieving specific sales targets.

This acquisition follows ORBCOMM’s purchase of StarTrak in May 2011, also in the transportation solutions sector and the leader in delivering solutions in cold chain management. The transaction will add to ORBCOMM’s revenue growth and is expected to be accretive to adjusted EBITDA, an important ORBCOMM operating metric, by the end of 2012. ORBCOMM expects to realize benefits and synergies from the combined businesses in service delivery, device manufacturing, and other operating costs.

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. Through its recently acquired StarTrak Information Technologies, LLC subsidiary, ORBCOMM 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. 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 expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning 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 ORBCOMM’s control, that may cause 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 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 the “Risk Factors” section in our annual report on Form 10-K for the year ended December 31, 2010.

Contacts
Investor Inquiries:	Media Inquiries:
Mike Rindos	Jennifer Lattif Stroud
VP, Strategic Development and Investor Relations	Vice President
ORBCOMM Inc.	The Abernathy MacGregor Group
703-433-6505	212-371-5999
rindos.michael@orbcomm.com	jcl@abmac.com