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): October 4, 2011
Iridium Communications Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33963 | 26-1344998 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1750 Tysons Boulevard
Suite 1400
McLean, VA 22102
(703) 287-7400
(Registrants 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 (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 7.01. Regulation FD Disclosure.
On October 4, 2011, Iridium Communications Inc. (the Company) issued a press release announcing that a stockholder, Greenhill & Co., Inc. (Greenhill), has entered into a 10b5-1 sales plan to sell up to 9.8 million shares of the Companys common stock over a period of approximately two years. The shares to be sold represent all of the shares of the Company owned by Greenhill. The Company is not selling any shares and will not receive any proceeds from the sale of shares by the selling stockholder. A copy of the press release announcing the Greenhill plan is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press Release, dated October 4, 2011, issued by Iridium Communications Inc. |
SIGNATURE
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.
IRIDIUM COMMUNICATIONS INC. | ||
By: | /s/ THOMAS J. FITZPATRICK | |
Name: | Thomas J. Fitzpatrick | |
Title: | Chief Financial Officer |
Dated: October 4, 2011
Exhibit 99.1
For Immediate Release
Investor Contact: | Press Contact: | |
Steve Kunszabo | Liz DeCastro | |
Iridium Communications Inc. | Iridium Communications Inc. | |
+1 (703) 287-7570 | +1 (703) 287-7421 | |
steve.kunszabo@iridium.com | liz.decastro@iridium.com |
GREENHILL ANNOUNCES 10B5-1 SALES PLAN TO SELL 9.8 MILLION
SHARES OF IRIDIUM OVER A PERIOD OF APPROXIMATELY TWO
YEARS
MCLEAN, Va. - October 4, 2011 - Iridium Communications Inc. (Nasdaq: IRDM) (Iridium) today announced that a stockholder, Greenhill & Co., Inc., (Greenhill) has entered into a 10b5-1 sales plan to sell up to 9.8 million shares of its Iridium common stock over a period of approximately two years. The shares to be sold represent all of the shares of Iridium owned by Greenhill. Iridium is not selling any shares and will not receive any proceeds from the sale of shares by the selling stockholder. According to Greenhill, the key details of its 10b5-1 plan are:
Maximum Number of Shares: | 9,804,016 | |||||
Duration of Plan: | Commence sales on October 3, 2011 and continue until all shares have been sold | |||||
Share Sale Formula: | ||||||
Closing Sales Price is less than $8.50 | Closing Sales Price is equal to $8.50 or more but no greater than $9.50 | Closing Sales Price is greater than $9.50 | Last five trading days of any quarter | |||
15,000 shares/day | 20,000 shares/day | 25,000 shares/day | None |
We thank Greenhill for their years of support as important stakeholders and senior leaders on our Board, said Matt Desch, CEO, Iridium. We appreciate that Greenhill is selling its stake in Iridium in a measured and thoughtful way, with a view to minimizing the potential impact of their share sales on our day-to-day trading activity.
Desch continued, Were also grateful that Scott Bok, CEO of Greenhill, will continue to be a significant stockholder personally and serve as a member of our Board.
We continue to believe strongly in the value of Iridium as a global communications company, said Scott Bok, CEO, Greenhill. Weve made the decision today to sell our stake in Iridium primarily to fund the repurchase of Greenhills own attractively valued common stock, and we believe that implementing a long-term 10b5-1 plan will allow us to participate in the full value of Iridium being reflected in its share price over time.
About Iridium Communications Inc.
Iridium is the only mobile voice and data satellite communications network that spans the entire globe. Iridium enables connections between people, organizations and assets to and from anywhere, in real time. Together with its ever-expanding ecosystem of partner companies, Iridium delivers an innovative and rich portfolio of reliable solutions for markets that require truly global communications. The company has a major development program underway for its next-generation network Iridium NEXT. Iridium Communications Inc. is headquartered in McLean, Va., U.S.A., and trades on the NASDAQ Global Select Market under the ticker symbols IRDM (common stock) and IRDMW ($7.00 warrants). For more information about Iridium products, services and partner solutions, visit www.iridium.com.
Forward-Looking Statements
Statements in this press release that are not purely historical facts may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the expansion of its partner system, the development of Iridium NEXT and the development of the product portfolio. Other forward-looking statements can be identified by the words anticipates, may, can, believes, expects, projects, intends, likely, will, to be and other expressions that are predictions or indicate future events, trends or prospects. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Iridium to differ materially 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, uncertainties regarding increases in customer demand for Iridiums products and services, Iridiums ability to maintain the health, capacity and content of its satellite constellation, and the development of and transition to Iridium NEXT, as well as general industry and economic conditions, and competitive, legal, governmental and technological factors. Other factors that could cause actual results to differ materially from those indicated by the forward-looking statements include those factors listed
under the caption Risk Factors in the Companys Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission (SEC) on March 7, 2011 and the Companys Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 8, 2011. There is no assurance that Iridiums expectations will be realized. If one or more of these risks or uncertainties materialize, or if Iridiums underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. Iridiums forward-looking statements speak only as of the date of this press release, and Iridium undertakes no obligation to update forward-looking statements.
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