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) August 8, 2013
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 Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Thomas J. Fitzpatrick as Chief Administrative Officer and S. Scott Smith as Chief Operating Officer
On August 8, 2013, the Board of Directors of Iridium Communications Inc. (the Company) appointed Thomas J. Fitzpatrick as Chief Administrative Officer of the Company, in addition to his continuing role as the Companys Chief Financial Officer. There is no arrangement or understanding between Mr. Fitzpatrick and any other person pursuant to which he was selected as an executive officer, and there is no family relationship between Mr. Fitzpatrick and any of the Companys directors or other executive officers. The information required by Item 401(e) of Regulation S-K regarding Mr. Fitzpatrick was previously reported in the Companys definitive proxy statement for its 2013 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 29, 2013 (the Proxy Statement), and is incorporated herein by reference.
Also on August 8, 2013, the Companys Board of Directors appointed S. Scott Smith as Chief Operating Officer of the Company. In this role, Mr. Smith will serve as the Companys principal operating officer. Mr. Smith previously served as Executive Vice President, Technology Development and Satellite Operations. There is no arrangement or understanding between Mr. Smith and any other person pursuant to which he was selected as an executive officer, and there is no family relationship between Mr. Smith and any of the Companys directors or other executive officers. The information required by Item 401(e) of Regulation S-K regarding Mr. Smith was previously reported in the Companys Proxy Statement, and is incorporated herein by reference.
Appointment of Thomas J. Fitzpatrick and S. Scott Smith as Directors of the Company
On August 8, 2013, the Board of Directors of the Company appointed Thomas J. Fitzpatrick and S. Scott Smith as directors of the Company. In connection with these appointments, the Board approved an increase in the authorized size of the Board from ten to eleven members in accordance with the Companys bylaws. Messrs. Fitzpatricks and Smiths terms will expire at the Companys 2014 Annual Meeting of Stockholders. There is no arrangement or understanding between Mr. Fitzpatrick or Mr. Smith and any other person pursuant to which he was selected as a director.
On August 9, 2013, the Company issued a press release announcing the appointment of Thomas J. Fitzpatrick and S. Scott Smith to the Board of Directors of the Company and their title changes. A copy of this press release is filed as Exhibit 99.1 to this Current Report.
Cessation of Executive Officer Status for John M. Roddy
In connection with the appointment of S. Scott Smith as Chief Operating Officer of the Company, as described above, as of August 8, 2013, John M. Roddy, Executive Vice President, Quality and Global Operations of Iridium Satellite LLC, will no longer serve as an executive officer of the Company, as his organization will now report to Mr. Smith.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Exhibit Description | |
99.1 | Press Release, dated August 9, 2013. |
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. | ||||||||
Date: August 9, 2013 | By: | /s/ Thomas D. Hickey | ||||||
Name: | Thomas D. Hickey | |||||||
Title: | Chief Legal Officer |
Exhibit 99.1
Press Contact:
Diane Hockenberry
Iridium Communications Inc.
+1 (703) 287-7421
Diane.hockenberry@iridium.com
IRIDIUM PROMOTES KEY EXECUTIVES TO CHIEF ADMINISTRATIVE OFFICER AND CHIEF OPERATING OFFICER
THOMAS FITZPATRICK AND SCOTT SMITH ASSUME ADDITIONAL RESPONSIBILITIES, BECOME CORPORATE DIRECTORS
MCLEAN, Va. (August 9, 2013) Iridium Communications Inc. (Nasdaq: IRDM) today announced the promotion of two Company executives, Thomas J. Fitpzatrick and S. Scott Smith, expanding their roles to further round out its leadership team and support the development of Iridium NEXT, Iridiums second-generation satellite constellation.
Thomas J. Fitzpatrick expands his current role of Chief Financial Officer to include Chief Administrative Officer. His additional role now includes oversight of information technology and billing functions in addition to his previous responsibilities over corporate finance and human resources. Since joining Iridium in 2010, his tenure has been instrumental ensuring Iridiums long-term future.
S. Scott Smith has been promoted to Chief Operating Officer, assuming responsibility for Company ground and satellite operations in addition to his oversight of technology development. In this new role, Smith is responsible for all ground and space technical operations, ensuring the highest quality experience for Iridiums customers, and a smooth transition to Iridium NEXT which is scheduled for launch beginning in early 2015.
Both Fitzpatrick and Smith have also been appointed to Iridiums Board of Directors which now consists of three Company management and eight independent directors.
Tom and Scott have been integral to Iridiums success over the past several years, both demonstrating exceptional leadership and commitment to the growth of our Company and the advancement of Iridium NEXT, said Matt Desch, Iridiums CEO. These appointments will streamline our abilities to provide the best support for Iridium stakeholders in anticipation of the fast-approaching deployment of Iridium NEXT.
Iridium filed a Form 8-K with the Securities and Exchange Commission this morning related to this announcement. A copy of the filing and biographies for Fitzpatrick and Smith can be found at www.iridium.com.
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 its common stock trades on the NASDAQ Global Select Market under the ticker symbol IRDM. 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 development and deployment of the
Iridium NEXT system. 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 the health, capacity and content of Iridiums current 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, 2012, filed with the Securities and Exchange Commission (SEC) on March 5, 2013, and the companys Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on August 1, 2013. 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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