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): March 11, 2014

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.)

395 W. Passaic Street

Rochelle Park, New Jersey 07662

(Address of principal executive offices) (Zip code)

703-433-6300

(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:

¨ 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 1.01. Entry into a Material Definitive Agreement; Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 11, 2014, ORBCOMM (“ORBCOMM”) completed the acquisition of 100% of the outstanding equity of Euroscan Holding B.V., including, indirectly, its wholly-owned subsidiaries Euroscan B.V., Euroscan GmbH Vertrieb Technischer Geräte, Euroscan Technology Ltd. and Ameriscan, Inc. (collectively, the “Euroscan Group” or “Euroscan”). The acquisition was completed pursuant to the Share Purchase Agreement, dated March 11, 2014 (the “Share Purchase Agreement”), entered into by and among ORBCOMM and ORBCOMM Netherlands B.V., as buyer, and MWL Management B.V., R.Q. Management B.V., WBB GmbH, ING Corporate Investments Participaties B.V. and Euroscan Holding B.V., as sellers.

Consideration Paid

The aggregate consideration paid by ORBCOMM at the closing was equal to twenty one million Euros (€21,000,000) (the “Closing Consideration”), subject to adjustment for working capital and net cash (on a debt free, cash free basis), payable in cash and common stock as follows:

(i) Cash consideration in an amount equal to $26,942,720 (€ 19,400,000) payable in Euros, subject to adjustment for working capital and net cash. One million Euros (€1,000,000) of such cash consideration was placed in escrow with a third party to be available to pay any indemnification obligations of MWL Management B.V. and R.Q. Management B.V. under the Share Purchase Agreement; and

(ii) Issuance and delivery to MWL Management B.V. and R.Q. Management B.V. of a total of 291,230 shares of ORBCOMM common stock (based on the amount of one million six hundred thousand Euros (€1,600,000) divided by the 20-day-average closing price of ORBCOMM common stock ending on the second business day prior to the execution of the Share Purchase Agreement).

In addition to the Closing Consideration, contingent consideration of up to four million seven hundred fourteen thousand two hundred fourteen Euros (€ 4,714,214) equivalent to $6,547,100 (the “Earn-Out”) is payable by ORBCOMM to MWL Management B.V. and R.Q. Management B.V. post-closing based on achievement by Euroscan of various metrics measured over three one-year periods, including (i) the increase in number of wireless subscribers attributable to the Euroscan Group, (ii) gross profits of the Euroscan Group, subject to certain adjustments, and (iii) achieving certain operational milestones. The Earn-Out will be payable to MWL Management B.V. and R.Q. Management B.V. at the end of each of the relevant periods following the acquisition date in respect of which financial metrics for determination of the Earn-Out are measured (generally one-year periods ending on December 31 or March 31 of each year through the year 2017) or, if applicable, upon achievement of the relevant operational milestone.

The Earn-Out described above will be payable in ORBCOMM common stock (up to 50%) and the remainder in cash; provided that the Earn-Out attributable to one of the operational milestones referred to above may be paid at ORBCOMM’s option entirely in ORBCOMM common stock, cash or any combination of cash and ORBCOMM common stock. Upon the occurrence of certain specified acceleration events, the Earn-Out amounts may become payable within 20 business days of such acceleration event. If paid in stock, the number of ORBCOMM common shares to be issued to MWL Management B.V. and R.Q. Management B.V. will be based upon the 20-day average closing price of ORBCOMM common stock prior to the date the operational milestone is achieved (except in the case of one of the operational milestones, in respect of which stock will be valued based on the 20-day average closing price of ORBCOMM common stock immediately prior to issuance of such stock) or, as applicable, the 20-day average closing price of ORBCOMM common stock preceding the end of the period in respect of which relevant financial metrics targets for achieving the Earn-Out are measured.

Representations, Warranties and Covenants

The Share Purchase Agreement contains customary representations, warranties and covenants. The representations and warranties generally survive the closing for two years.

2

On March 12, 2014, ORBCOMM issued a press release announcing the entry into the Share Purchase Agreement and the consummation of transactions contemplated thereby, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth under Items 1.01 and 2.01 of this Current Report on Form 8-K relating to the issuance of ORBCOMM common stock are incorporated herein by reference.

The issuances of ORBCOMM common stock under the Share Purchase Agreement are exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.

Item 9.01 Financial Statements and Exhibits

99.1 Press release of ORBCOMM Inc. dated March 12, 2014

3

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: March 13, 2014

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release of ORBCOMM Inc. dated March 12, 2014.

EX-99.1

Exhibit 99.1

ORBCOMM ACQUIRES EUROSCAN, EUROPE’S LEADING M2M PROVIDER

OF REFRIGERATED TRANSPORTATION SOLUTIONS

Expands ORBCOMM’s leadership in cold chain and establishes distribution channel for

all ORBCOMM solutions in Europe

Rochelle Park, NJ, March 12, 2014 – ORBCOMM Inc. (Nasdaq: ORBC), a global provider of Machine-to-Machine (M2M) solutions, today announced that it has completed the acquisition of Euroscan Holdings, B.V. (Euroscan), a leading global supplier of refrigerated transportation temperature compliance recording systems. Based in the Netherlands, Euroscan’s integrated turn-key systems are used worldwide to ensure the safe and secure transportation of food and pharmaceuticals by monitoring and assuring temperature compliance throughout the supply chain. Terms of the acquisition will be available in subsequent public filings.

Euroscan’s temperature recorders enable its customers to comply with the European cold chain temperature and food safety regulations and gain significant operating advantages and efficiencies. Over the past few years, Euroscan began transitioning its recording product suite to an M2M wireless solution and sells wireless adaptor products that allow them to convert their large installed base of recording products to wireless telematics solutions. Today, Euroscan has a worldwide installed base of 200,000 recording units of which approximately 10,000 are wireless subscribers. Euroscan generates a large portion of its business through Original Equipment Manufacturer (OEM) factory installs of its temperature monitoring products on refrigerated assets, trucks and trailers. The demand for telematics services to enable refrigerated transportation monitoring has fueled rapid expansion of Euroscan’s wireless solutions business.

This acquisition supports ORBCOMM’s long-term growth strategy of adding vertical expertise, technologies and geographic markets to strengthen its end-to-end solutions portfolio. ORBCOMM will leverage Euroscan’s distribution channels in Europe to increase market expansion of ORBCOMM’s suite of M2M products and services in key industries such as transportation and heavy equipment. In addition, ORBCOMM expects that the scale and diversity of its global M2M solutions portfolio will drive growth for Euroscan’s distribution channels in the Far East, South America and South Africa.

As part of this transaction, Ameriscan, Euroscan’s North American subsidiary and a leading provider of temperature monitoring devices, will add scale and an expanded portfolio of cold chain monitoring services that will complement ORBCOMM’s North American transportation operations.

“The acquisition of Euroscan allows ORBCOMM to complement its North American leadership position in M2M solutions by adding a significant distribution channel in Europe and other key geographies where Euroscan has market share,” said Marc Eisenberg, Chief Executive Officer of ORBCOMM. “By leveraging Euroscan’s suite of powerful asset monitoring, control technology and M2M solutions, ORBCOMM will be able to provide an even greater level of value, service and return on investment for a broader set of customers in the global M2M market.”

The management team at ORBCOMM will discuss the details of this transaction on the company’s earnings call on Thursday, March 13 at 10:30 am ET. Please see ORBCOMM’s earnings announcement for call-in information.

ORBCOMM was advised by Near Earth LLC on this transaction.

About ORBCOMM Inc.

ORBCOMM is a global provider of Machine-to-Machine (M2M) solutions. Its customers include Caterpillar Inc., Doosan Infracore America, Hitachi Construction Machinery, Hyundai Heavy Industries, I.D. Systems, Inc., Komatsu Ltd., Cartrack (Pty.) Ltd., and Volvo Construction Equipment, among other industry leaders. By means of a global network of low-earth orbit (LEO) satellites and accompanying ground infrastructure as well as our Tier One cellular partners, ORBCOMM’s low-cost and reliable two-way data communication services track, monitor and control mobile and fixed assets in our core markets: commercial transportation; heavy equipment; industrial fixed assets; marine; and homeland security.

ORBCOMM is an innovator and leading provider of tracking, monitoring and control services for the transportation market. Under its ReeferTrak^®, GenTrak^TM, GlobalTrak^®, and CargoWatch^® brands, the company provides customers with the ability to proactively monitor, manage and remotely control their cold chain and dry transport assets. Additionally, ORBCOMM provides Automatic Identification System (AIS) data services for vessel tracking and to improve maritime safety to government and commercial customers worldwide. ORBCOMM is headquartered in Rochelle Park, 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. In addition, specific consideration should be given to various factors described in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2012, and other documents, on file with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

Contacts

Investor Inquiries:	Financial Media:	Trade Media:
Robert Costantini	Chuck Burgess	Chelsey McGrogan
Chief Financial Officer	President	Account Manager
ORBCOMM Inc.	The Abernathy MacGregor Group	Hardman Group
703-433-6305	212-371-5999	330-285-1817
costantini.robert@orbcomm.com	clb@abmac.com	chelsey@hardmangrp.com