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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-33118
 ORBCOMM INC.
 (Exact name of registrant in its
    charter)
  Delaware(State or other jurisdiction
    of
    incorporation of organization)

41-2118289(I.R.S. Employer
    Identification Number)2115 Linwood Avenue
    Fort Lee, New Jersey 07024(Address of principal
    executive offices)   Registrants telephone number, including area code:
 (201) 363-4900
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

Name of Each Exchange on Which Registered:Common stock, par value $0.001 per share

The Nasdaq Stock Market, LLC   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large Accelerated
    Filer o

Accelerated
    Filer þ

Non-Accelerated
    Filer o

Smaller Reporting
    Company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
        DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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Table of
    Contents
  PagePART IItem 1.


Business


1Item 1A.


Risk Factors


24Item 1B.


Unresolved Staff Comments


39Item 2.


Properties


39Item 3.


Legal Proceedings


39Item 4.


Submission of Matters to a Vote of Security
    Holders


39PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


40Item 6.


Selected Financial Data


42Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


43Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risks


62Item 8.


Financial Statements and Supplementary Data


63Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


63Item 9A.


Controls and Procedures


63Item 9B.


Other Information


65PART IIIItem 10.


Directors and Executive Officers of the
    Registrant and Corporate Governance


65Item 11.


Executive Compensation


65Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


65Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


66Item 14.


Principal Accountant Fees and Services


66PART IVItem 15.


Exhibits and Financial Statement Schedules


66SIGNATURES


67EX-10.3.4: MEMORANDUM OF AGREEMENTEX-10.13: SCHEDULE IDENTIYING AGREEMENTSEX-21: SUBSIDIARIESEX-23.1: CONSENT OF DELOITTE & TOUCHE LLPEX-24: POWER OF ATTORNEYEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION




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Forward-
    Looking Statements
  Form 10-K Form 10-K.
 PART I  Item 1.
    Business  Overview
     1




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machine-to-machine
        quick-launch non-cash
     2




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Our
    Business Strengths and Competitive Advantage
    
    Established global satellite network and proven
    technology. We believe our global satellite
    network and technology enable us to offer superior products and
    services to the end-users of our communications system in terms
    of comprehensive coverage, reliability and compatibility. Our
    global satellite network provides worldwide coverage, including
    in international waters, allowing end-users to access our
    communications system in areas outside the coverage of
    terrestrial networks, such as cellular, paging, and other
    wireless networks. Our proven technology offers full two-way M2M
    data communication (with acknowledgement of message receipt)
    with minimal
    line-of-sight
    limitations and no performance issues during adverse weather
    conditions, which distinguishes us from other satellite
    communications systems. Our primary satellite orbital planes
    contain five to eight satellites each providing built-in system
    redundancies in the event of a single satellite malfunction. In
    addition, our satellite system uses a single global technology
    standard and eliminates the need for multiple network agreements
    and versions of hardware and software.  
    Low cost structure.We have a significant cost
    advantage over any potential new LEO satellite system competitor
    with respect to our current satellite constellation, because we
    acquired the majority of our current network assets from ORBCOMM
    Global L.P., referred to as the Predecessor Company, and its
    subsidiaries out of bankruptcy for a fraction of their original
    cost. In addition, because our LEO satellites are relatively
    small and deployed into low-Earth orbit, the constellation is
    less expensive and easier to launch and maintain than larger LEO
    satellites and large geostationary satellites. We believe that
    we have less complex and less costly ground infrastructure and
    subscriber communication equipment than other satellite
    communications providers. Our low cost satellite system
    architecture enables us to provide global two-way wireless
    narrowband data communication services to end-users at prices
    that we believe are the lowest in the industry for global
    connectivity.  
    Sole commercial satellite operator licensed in the VHF
    spectrum.We are the sole commercial satellite
    operator licensed to operate in the
    137-150 MHz
    VHF spectrum by the FCC or, to our knowledge, any other national
    spectrum or radio-telecommunications regulatory agency in the
    world. The spectrum that we use was allocated globally by the
    International Telecommunication Union, or ITU, for use by
    satellite fleets such as ours to provide mobile data
    communications service. We are currently authorized, either
    directly or indirectly, to provide our data communications
    service in over 90 countries and territories in North America,
    Europe, South America, Asia, Africa, and Australia. VHF spectrum
    has inherent advantages for M2M data communications over systems
    using shorter wavelength signals. The VHF signals used to
    communicate between our satellites and subscriber communicators
    are not affected by weather and are less dependent on
    line-of-sight
    access to our satellites than other satellite communications
    systems. In addition, our longer wavelength signals enable our
    satellites to communicate reliably over longer distances at
    lower power levels. Higher power requirements of commercial
    satellite systems in other spectrum bands are a significant
    factor in their higher cost and technical complexity.
    Significant market lead over satellite-based
    competitors. We believe that we have a
    significant market lead in providing M2M data communications
    services that meet the coverage and cost requirements in the
    rapidly developing asset management and supply chain markets.
    The process required to establish a new competing
    satellite-based system with the advantages of a VHF system
    includes obtaining regulatory permits to launch and operate
    satellites and to provide communications services, and the
    design, development, construction and launch of a communications
    system. We believe that a minimum of five years and significant
    investments in time and resources would be required for another
    satellite-based M2M data communications service provider to
    develop the capability to offer comparable services. Our VARs
    and IVARs have made significant investments in developing
    ORBCOMM-based applications. These applications often require
    substantial time and financial investment to develop for
    commercial use. 3




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
    Key distribution and OEM customer
    relationships.  Our strategic relationships with
    key distributors and OEMs have enabled us to streamline our
    sales and distribution channels and shift much of the risk and
    cost of developing and marketing applications to others. We have
    established strategic relationships with key service providers,
    such as GE Equipment Services, the worlds largest lessor
    of trailers, containers and railcars, and XATA Corporation, a
    leading provider of tracking solutions for the trucking
    industry, including to Penske Corporation, the leading truck
    leasing company in the United States, and major OEMs, such as
    Caterpillar, Hitachi, Komatsu, and Volvo. We believe our close
    relationships with these distributors and OEMs allows us to work
    closely with them at all stages of application development, from
    planning and design through implementation of our M2M data
    communications services, and to benefit from their
    industry-specific expertise. By fostering these strong
    relationships with distributors and OEMs, we believe that once
    we have become so integrated into our customers planning,
    development, and implementation process, and their equipment, we
    anticipate it will be more difficult to displace us or our
    communication services. In addition, the fixed and mobile assets
    which are tracked, monitored, controlled, and communicated with
    by these customers generally have long useful lives and the cost
    of replacing our communications equipment with an alternative
    service providers equipment could be prohibitive for a
    large numbers of assets.
    Reliable, low cost subscriber
    communicators.  There are multiple manufacturers
    that build subscriber communicators for our network, including
    our subsidiary Stellar Satellite Communications, Ltd.
    (Stellar) and independent third party manufacturers
    such as Quake Global, Inc (Quake), Mobile Applitech,
    Inc, (Mobile Applitech) and Wavecom S.A.
    (Wavecom). Through Stellar we have an arrangement
    with Delphi Corporation that provides us with industrial-scale
    manufacturing capability for the supply of low cost, reliable,
    ISO-9001 certified, automotive grade subscriber communicators.
    As a result of these manufacturing relationships, technological
    advances and higher volumes, we have significantly reduced the
    selling price of our subscriber communicators from approximately
    $280 per unit in 2003 to below $100 per unit in volume in 2008.
    In addition, the cost of communications components necessary for
    our subscriber communicators to operate in the VHF band is
    relatively low as they are based on readily available FM radio
    components. Dual-mode devices are being built by several
    manufacturers that combine other communication technologies with
    satellite technology and will be offered to the market at what
    we believe will be industry low prices.  Our
    Strategy
    
    Expand our low cost, multi-channel marketing and distribution
    network of resellers.  We intend to increase
    further the number of resellers that develop, market and
    implement their applications together with our communications
    services and subscriber communicators to end-users. We are also
    focused on increasing the number of OEM and distributor
    relationships with leading companies that own, manage, or
    operate fixed or mobile assets. We are seeking to recruit
    resellers with industry knowledge to develop applications that
    could be used for industries or markets that we do not currently
    serve. Resellers invest their own capital developing
    applications compatible with our system, and they typically act
    as their own agents and systems integrators when marketing these
    applications to end-users, without the need for significant
    investment by us. As a result, we have established a low cost
    marketing and distribution model that is both easily scalable by
    adding additional resellers or large-scale asset deployers, and
    allows us to penetrate markets without incurring substantial
    research and development costs or sales and marketing costs. 4




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
    Expand our international markets.  Our
    international growth strategy is to open new markets outside the
    United States by obtaining regulatory authorizations and
    developing markets for our M2M data communications services to
    be sold in regions where the market opportunity for our OEM
    customers and resellers is greatest. We are currently authorized
    to provide our data communications services in over 90 countries
    and territories in North America, Europe, South America, Asia,
    Africa, and Australia, directly or indirectly through seven
    international licensees and 14 country representatives. We are
    currently working with IVARs who, generally, subject to certain
    regulatory restrictions, have the right to market and sell their
    applications anywhere our communications services are offered.
    We seek to enter into agreements with strong distributors in
    each region. Our regional distributors, which include country
    representatives and international licensees, obtain the
    necessary regulatory authorizations and develop local markets
    directly or by recruiting local VARs. In some international
    markets where distribution channels are in the early stages of
    development, we seek to bring together VARs who have developed
    well-tested applications with local distributors to create
    localized solutions and accelerate the adoption of our M2M data
    communications services. In addition, we have made efforts to
    strengthen the financial positions of certain of our regional
    distributors, including several, such as ORBCOMM Europe LLC and
    ORBCOMM Japan, who were former licensees of the predecessor
    company left weakened by its bankruptcy, through restructuring
    transactions whereby we obtained greater operating control over
    such regional distributors. We believe that by strengthening the
    financial condition of, and our operating control over, these
    established regional distributors, they will be better
    positioned to promote and distribute our products and services
    and enable us to achieve our market potential in the relevant
    regions.
    Further reduce subscriber communicator costs and improve
    functionality of communicators.We are working
    with our subscriber communicator manufacturers to further reduce
    the cost of our subscriber communicators, as well as to develop
    technological advances, including further reductions in size,
    improvements in power management efficiency, increased
    reliability, and enhanced capabilities. Our ability to offer our
    customers less expensive subscriber communicators that are
    smaller, more efficient and more reliable is key to our ability
    to provide a complete low cost solution to our customers and
    end-users. Additionally, some suppliers have been developing a
    dual-mode modem that will allow customers to integrate both a
    satellite and terrestrial communication component into a single
    device.
    Reduce network latency.  Following the
    in-service
    date of our quick-launch satellites and the launch of our
    next-generation satellites, we expect to reduce the time lags in
    delivering messages and data, or network latency, in most
    regions of the world. We believe this will improve the quality
    and coverage of our system and enable us to increase our
    customer base.
    Introduce new features and services.  We will
    continue to develop and introduce new features and services to
    expand our customer base and increase our revenues. For example,
    as a result of providing terrestrial-based cellular
    communication services, our customers are now able to integrate
    in their applications a terrestrial communications device that
    will allow them to add messages, including data intensive
    messaging from combined satellite and cellular technologies. We
    have upgraded the technology capabilities of our network
    operations center to deliver both satellite and terrestrial
    messages through our ground infrastructure to the ultimate
    destination. In addition, we have recently developed a broadcast
    capability that allows large numbers of subscriber communicators
    to receive a single message simultaneously. This represents an
    efficient delivery mechanism to address large populations of
    subscribers with a single message, such as weather data
    broadcasts, widespread alert notifications and demand response
    applications for electric utilities. We believe that subscriber
    communicator technology advances, such as dual-mode devices,
    will broaden our addressable market by providing attractive
    combinations of bandwidth and coverage at a reasonable price.
    Dual-mode devices combine a satellite subscriber communicator
    with a cellular network subscriber communicator for higher
    bandwidth applications not typical of ORBCOMMs
    applications. Dual-mode devices can also be used as a back
    channel service for terrestrial or satellite-based
    broadcast-only networks.
    Expand AIS services.  In June 2008, we launched
    satellites equipped with AIS capability, to augment our existing
    commercial constellation. AIS is a shipboard broadcast system
    that transmits a vessels identification and position to
    aid navigation and improve maritime safety. Current
    terrestrial-based AIS systems 5




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provide only limited shore-based coverage and are not able to
    provide global open ocean coverage. Using our communications
    system, customers will have access to AIS data well beyond
    coastal regions in a cost effective and timely fashion. We
    currently have a contract to provide AIS data to the
    U.S. Coast Guard and plan to offer the AIS data service to
    other government and commercial customers. Further, we will be
    working with system integrators and maritime information service
    providers for value-added service and to facilitate the sales
    and distribution of our AIS data. In January 2009, we entered
    into our first AIS data license distribution agreement for
    commercial purposes with Lloyds Register-Fairplay Ltd. We
    will continue to work with additional candidates to address the
    various market sectors for AIS data. We believe we are the only
    commercially available satellite-based AIS data provider
    reaching beyond coastal access into the open water.  
    Provide comprehensive technical support, customer service and
    quality control.We have allocated additional
    resources to provide customer support for training, integration
    and testing in order to assist our VARs and other distributors
    in the roll-out of their applications and to enhance end-user
    acquisition and retention. We provide our VAR and OEM customers
    with access to customer support technicians. We also deploy our
    technicians to our VAR and OEM customers to facilitate the
    integration of our M2M data communications system with their
    applications during the planning, development and implementation
    processes and to certify that these applications are compatible
    with our system. Our support personnel include professionals
    with application development, in-house laboratory, and hardware
    design and testing capabilities.  Industry
    Overview
    machine-to-machine
    
    Fixed or mobile assets.  Intelligent or
    trackable assets include devices and sensors that collect,
    measure, record or otherwise gather data about themselves or
    their environment to be used, analyzed or otherwise disseminated
    to other machines, applications or human operators and come in
    many forms, including devices and sensors that:  
    Report the location, speed and fuel economy data from trucks and
    locomotives;
    Monitor the location and condition of trailers, railcars and
    marine shipping containers;
    Report operating data and usage for heavy equipment;
    Monitor fishing vessels to enforce government regulations
    regarding geographic and seasonal restrictions;
    Report energy consumption from a utility meter;
    Monitor corrosion in a pipeline;
    Monitor fluid levels in oil storage tanks; 6




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
    Measure water delivery in agricultural pipelines; and
    Monitor environmental conditions in agricultural facilities.  
    Communications network.  The communications
    network enables a connection to take place between the fixed or
    mobile asset and the back-office systems and users of that
    assets data. The proliferation of terrestrial and
    satellite-based wireless networks has enabled the creation of a
    variety of M2M data communications applications. Networks that
    are being used to deliver M2M data include terrestrial
    communications networks, such as cellular, radio paging and WiFi
    networks, and satellite communications networks, utilizing
    low-Earth-orbit or geosynchronous satellites.
    Back-office application or user.  Data
    collected from a remote asset is used in a variety of ways with
    applications that allow the end-user to track, monitor, control
    and communicate with these assets with a greater degree of
    control and with much less time and expense than would be
    required to do so manually.  Market
    Opportunity
  Commercial
    transportation
      Heavy
    equipment
  time-of-use
    Fixed
    asset monitoring
   7




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on-site
  Marine
    vessels
  e-mail
  Government
    and homeland security
      Consumer
    transportation
    back-up
 8




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Products
    And Services
        Satellite
    communications services
        Terrestrial
    cellular communication services
      Satellite
    AIS data services
  quick-launch
 9




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Market

Select Customers/End-Users

Representative Applications

Key BenefitsCommercial transportation

 DriverTech GE Equipment
    Services Volvo Construction Equipment XATA
    Corporation Air IQ Inc. Star Trak

 Position, speed and heading
    reporting Units diagnostic
    monitoring Compliance/tax reporting Cargo
    monitoring Systems control Boundary
    (geofencing) notification

 Improve fleet productivity and
    profitability Enable efficient, centralized fleet
    management Ensure safe delivery of shipping
    cargo Allow real-time tracking of unit maintenance
    requirementsHeavy equipment

 Caterpillar, Inc. Hitachi Construction
    .
    Machinery Co., Ltd Komatsu Ltd. Volvo
    Construction Equipment Doosan Infracore

 Position reporting Unit diagnostic
    monitoring Usage tracking Emergency
    notification

 Improve fleet productivity and
    profitability Allow OEMs to improve planning and
    scheduling of preventative maintenance and spare parts needs of
    their customersFixed asset monitoring

 American Innovations, Ltd. Automata,
    Inc. GE Equipment Services Pioneer Hi-Bred
    International High Tide Technologies

 Unit diagnostic monitoring Usage
    tracking Systems control Automated meter
    reading Cathodic Protection Irrigation
    monitoring Flow monitoring

 Provide method for managing, controlling, and
    collecting data from remote sites Improve maintenance
    services productivity and profitabilityMarine vessels

 Metocean Data Systems Ltd. Recreational
    boaters* Skymate, Inc. Atlantic
    Electronics Commercial fishing fleets

 Position reporting Two-way messaging
     Unit diagnostic monitoring Weather
    reporting

 Ensure vessel compliance with
    regulations Create a low cost information channel to
    disseminate critical weather and safety
    information Sea surface temperature reportingGovernment and homeland security/AIS

 National Oceanic and Atmospheric
    Administration* U.S. Coast Guard U.S.
    Customs and Border Protection* U.S. Marine
    Corps* Lloyds Register-Fairplay Ltd.

 Container tracking  Environmental
    monitoring Satellite-based Automatic Identification
    System (AIS) data services Border
    monitoring Vehicle tracking Vessel Tracking

 Provide efficient monitoring of changing
    environmental conditions Address increasing need to
    monitor vessels in U.S. waters Minimize security
    threats and secure border     *
    
    Represents an end-user from which we directly derive revenue
    through VARs or other resellers. 10




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Subscriber
    communicators
      Wireless
    subscriber identity modules, (SIMS)
    Customers
    Revenues
    in Foreign Geographic Areas
    Key
    Strategic Relationships
  Delphi
    Automotive Systems LLC
    General
    Electric Company
   11




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U.S.
    Coast Guard
    quick-launch
   12




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90-day 90-day
  Sales,
    Marketing and Distribution
    
  VARs and IVARs.
   13




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International licensees and country
    representatives.
  sub-licensees
         14




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Competition
    Terrestrial
    tower-based networks
  back-up
  Low-Earth orbit mobile satellite service providers
    Geostationary
    satellite service providers
    Research
    and Development
   15




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Backlog
      Orbcomm
    Communications System
  Overview
  store-and-forward
    
    The space segment, which consists of a constellation of 27
    operational satellites in multiple orbital planes between 435
    and 550 miles above the Earth (four primary planes of five
    to eight satellites each) operating in the VHF band;
    The ground and control segment, which consists of fifteen
    gateway earth stations, four regional gateway control centers
    and a network control center in Dulles, Virginia, through which
    data sent to and from satellite subscriber communicators are
    routed, including a communications node for terrestrial services
    through which data sent to and from terrestrial units are
    routed; and
    The subscriber segment, which consists of satellite subscriber
    communicators and cellular terrestrial units, or wireless modems
    incorporating SIMS used by end-users to transmit and receive
    messages to and from their assets and our system.  e-mail
   16




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store-and-forward
  e-mail end-to-end
  System
    Status
  Satellite
    Replenishment
    quick-launch
 17




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Satellite
    Health
     18




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Gateway
    Health
    month-to-month
  Network
    Capacity
    Regulation
    of Our System in the United States
  FCC
    authorization
   19




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License
    renewal
    FCC license conditions
      Non-common
    carrier status
  truth-in-billing
  United
    States import and export control regulations
   20




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Regulation
    of our System in Other Countries
  Communications
    services
  and/or and/or
    and/or
  Non-U.S.
    gateway earth stations
    Equipment
    standards
  and/or and/or
  International
    Regulation of our System
   21




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Intellectual
    Property
       22




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Employees
    Corporate
    Information
  (201) 363-4900. Form 10-K.
  Executive
    Officers of the Registrant
    Name

Age

Position(s)Marc J. Eisenberg


42


Chief  Executive Officer and PresidentRobert G. Costantini


49


Executive Vice President and Chief Financial OfficerJohn J. Stolte, Jr.


49


Executive Vice President  Technology and OperationsChristian G. Le Brun


41


Executive Vice President and General Counsel   Marc J. Eisenberg
  Robert G. Costantini
  John J. Stolte, Jr.
 23




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Christian G. Le Brun
  Item 1A.
    Risk
    Factors  Set forth below and elsewhere in this Annual Report on
    Form 10-K
    are risks and uncertainties that could cause actual results to
    differ materially from the results contemplated by the
    forward-looking statements contained in this Annual Report on
    Form 10-K.
    Any of these risks could also materially and adversely affect
    our business, financial condition or the price of our common
    stock. Because of the following factors, as well as other
    variables affecting our operating results, past financial
    performance should not be considered as a reliable indicator of
    future performance and investors should not use historical
    trends to anticipate results or trends in future periods.
  Risks
    Relating to Our Business
  A
    global recession and continued worldwide credit and capital
    constraints could adversely affect us.
    
    potential declines in revenues, profitability and cash flow due
    to reduced orders for our products and services, payment delays
    or other factors caused by economic challenges faced by our
    customers, end-users and prospective customers and end-users;
    potential adverse impacts on our ability and our customers
    and vendors ability to access credit and capital
    sources; and
    potential reprioritization by our customers, end-users and
    prospective customers and end-users of resources away from
    investments in capital improvements, equipment, vehicles or
    vessels which use our products and services including in the
    transportation market among other markets which use our products
    and services.    We are
    incurring substantial operating losses and net losses. We
    anticipate additional future losses. We must significantly
    increase our revenues to become profitable.
   24




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We may
    need additional capital, which may not be available to us when
    we need it on favorable terms, or at all.
    We
    incur significant costs as a result of operating as a public
    company, and our management devotes substantial time to new
    compliance initiatives.
    If
    end-users do not accept our services and the applications
    developed by VARs or we cannot obtain or maintain the necessary
    regulatory approvals or licenses for particular countries or
    territories, we will fail to attract new customers and our
    business will be harmed.
    line-of-sight
   25




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We
    face competition from existing and potential competitors in the
    telecommunications industry, including numerous terrestrial and
    satellite-based network systems with greater resources, which
    could reduce our market share and revenues.
      We
    have a limited operating history and recently commenced the
    commercialization of our new satellite-based AIS service, which
    makes it difficult to evaluate your investment in
    us.
    
    successfully place in commercial service, operate and maintain
    our Coast Guard demonstration and our quick-launch satellites
    and successfully design, construct, launch, place in commercial
    service, operate and maintain our next-generation satellites in
    a timely and cost-efficient manner;
    develop licensing and distribution arrangements in key markets
    within and outside the United States sufficient to capture and
    retain an adequate customer base;
    install the necessary ground infrastructure and obtain and
    maintain the necessary regulatory and other approvals in key
    markets outside the United States, by our own efforts or through
    our existing or future international licensees, to expand our
    business internationally;
    provide for the timely design, manufacture and distribution of
    subscriber communicators in sufficient quantities, with
    appropriate functional characteristics and at competitive
    prices, for various applications; and
    obtain the consent of the U.S. Coast Guard to provide AIS
    data from the Coast Guard demonstration satellite to third
    parties to the extent required by the contract.   26




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One
    quick-launch satellite recently experienced a power system
    anomaly that subsequently resulted in a loss of contact with the
    satellite, which could also occur with the Coast Guard
    demonstration satellite and the other quick-launch satellites of
    the same or similar design. Any additional losses of these
    satellites would have a major impact on our plans to replenish
    and extend the operating life of our satellite
    constellation.
      Our
    success in generating sufficient cash from operations to fund a
    portion of the cost of constructing and launching our
    next-generation satellites will depend in part on the market
    acceptance and success of our new AIS data service, which may
    not occur.
      
    the actual size of the addressable market;
    our ability to provide attractive service offerings at
    competitive prices to our target markets;
    the effectiveness of our competitors in developing and offering
    alternative technologies or lower priced services; and
    general and local economic conditions. 27




---



##### Table of Contents



We
    rely on third parties to market and distribute our services to
    end-users. If these parties are unwilling or unable to provide
    applications and services to end-users, our business will be
    harmed.
      Defects
    or errors in applications could result in end-users not being
    able to use our services, which would damage our reputation and
    harm our financial condition.
    Because
    we depend on a few significant customers for a substantial
    portion of our revenues, the loss or decline or slowdown in
    growth in business of any customer could seriously harm our
    business.
   28




---



##### Table of Contents



If our
    international licensees and country representatives are not
    successful in establishing their businesses outside of the
    United States, the prospects for our business will be
    limited.
  and/or and/or and/or
  Some
    of our international licensees and country representatives are
    experiencing significant operational and financial difficulties
    and have in the past defaulted on their obligations to
    us.
  and/or
  We
    currently are unable to offer near-real-time service
    in important regions of the world due to the absence of gateway
    earth stations in those areas, which is limiting our growth and
    our ability to compete.
   29




---



##### Table of Contents



A
    natural disaster could diminish our ability to provide
    communications service.
    We
    rely on a limited number of manufacturers for our subscriber
    communicators. If we are unable to, or cannot find third parties
    to, manufacture a sufficient quantity of subscriber
    communicators at a reasonable price, the prospects for our
    business will be negatively impacted.
        We
    depend on recruiting and retaining qualified personnel and our
    inability to do so would seriously harm our
    business.
   30




---



##### Table of Contents



Our
    management team is subject to a variety of demands for its
    attention and rapid growth and litigation could further strain
    our management and other resources and have a material adverse
    effect on our business, financial condition and results of
    operations.
    We may
    be subject to litigation proceedings that could adversely affect
    our business.
    Our
    business is characterized by rapid technological change and we
    may not be able to compete with new and emerging
    technologies.
    Because
    we operate in a highly regulated industry, we may be subjected
    to increased regulatory restrictions which could disrupt our
    service or increase our operating costs.
   31




---



##### Table of Contents



Our
    business relies on our ability to maintain our FCC
    licenses.
    Our
    business would be harmed if our international licensees and
    country representatives fail to acquire and retain all necessary
    regulatory approvals.
  and/or and/or
  There
    are numerous risks inherent to our international operations that
    are beyond our control.
  country-by-country region-by-region
 32




---



##### Table of Contents



We do
    not currently maintain in-orbit or other insurance for our
    satellites other than with respect to the Coast Guard
    demonstration satellite and five quick-launch satellites, which
    expires on June 19, 2009.
                Our
    business relies on intellectual property, some of which third
    parties own, and we may inadvertently infringe upon their
    patents and proprietary rights.
   33




---



##### Table of Contents



If we
    become subject to unanticipated foreign tax liabilities, it
    could materially increase our costs.
    Risks
    Related to our Technology
  We do
    not currently have
    back-up
    facilities for our network control center. In the event of a
    general failure at our network control center, our system will
    be disrupted and our operations will be harmed.
  back-up back-up back-up
  New
    satellites are subject to launch failures, delays and cost
    overruns, the occurrence of which can materially and adversely
    affect our operations.
    Our
    satellites have a limited operating life. If we are unable to
    deploy replacement satellites, our services will be
    harmed.
   34




---



##### Table of Contents



We are
    dependent on a limited number of suppliers to provide the
    payload, bus and launch vehicle for our next-generation
    satellites and any delay or disruption in the supply of these
    components and related services will adversely affect our
    ability to replenish our satellite constellation and adversely
    impact our business, financial condition and results of
    operations.
      Once
    launched and properly deployed, our satellites are subject to
    significant operating risks due to various types of potential
    anomalies.
    
    Mechanical failures due to manufacturing error or defect,
    including:  
    Mechanical failures that degrade the functionality of a
    satellite, such as the failure of solar array panel deployment
    mechanisms;
    Antenna failures that degrade the communications capability of
    the satellite;
    Circuit failures that reduce the power output of the solar array
    panels on the satellites;
    Failure of the battery cells that power the payload and
    spacecraft operations during daily solar eclipse periods;
    Power system failures that result in a shut-down or loss of the
    satellite;
    Attitude control system failures that degrade or cause the
    inoperability of the satellite;
    Transmitter or receiver failures that degrade or cause the
    inability of the satellite to communicate with subscriber
    communicator units or gateway earth stations
    Communications system failures that affect overall system
    capacity; and
    Satellite computer or processor failures that impair or cause
    the inoperability of the satellites.  
    Equipment degradation during the satellites lifetime,
    including:  
    Degradation of the batteries ability to accept a full
    charge;
    Degradation of solar array panels due to radiation; and
    General degradation resulting from operating in the harsh space
    environment.  
    Deficiencies of control or communications software, including:  
    Failure of the charging algorithm that may damage the
    satellites batteries; 35




---



##### Table of Contents




    Problems with the communications and messaging servicing
    functions of the satellite; and
    Limitations on the satellites digital signal processing
    capability that limit satellite communications capacity.    and/or
    All
    operational satellites are subject to the possibility to be
    impacted by space debris or another spacecraft.
    Technical
    or other difficulties with our gateway earth stations could harm
    our business.
   36




---



##### Table of Contents



Our
    system could fail to perform or perform at reduced levels of
    service because of technological malfunctions or deficiencies or
    events outside of our control which would seriously harm our
    business and reputation.
  Form 10-K
  Risks
    Related to an Investment in our Common Stock
  The
    price of our common stock has been, and may continue to be,
    volatile and your investment may decline in value.
    
    liquidity of the market in, and demand for, our common stock;
    changes in expectations as to our future financial performance
    or changes in financial or subscriber growth estimates, if any,
    of market analysts;
    actual or anticipated fluctuations in our results of operations,
    including quarterly results;
    our financial or subscriber growth performance failing to meet
    the expectations of market analysts or investors;
    our ability to raise additional funds to meet our capital needs; 37




---



##### Table of Contents




    the outcome of any litigation by or against us, including any
    judgments favorable or adverse to us;
    conditions and trends in the end markets we serve and changes in
    the estimation of the size and growth rate of these markets;
    announcements relating to our business or the business of our
    competitors;
    investor perception of our prospects, our industry and the
    markets in which we operate;
    changes in our pricing policies or the pricing policies of our
    competitors;
    loss of one or more of our significant customers;
    changes in governmental regulation;
    changes in market valuation or earnings of our competitors;
    investor perception of and confidence in capital markets and
    equity investments; and
    general economic conditions.    class-action
  If
    securities or industry analysts do not publish research or
    publish inaccurate or unfavorable research about our business,
    our stock price and trading volume could decline.
    We are
    subject to anti-takeover provisions which could affect the price
    of our common stock.
  2 3
 38




---



##### Table of Contents



If
    persons engage in short sales of our common stock, the price of
    our common stock may decline.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Gateway

Real Property Owned or Leased

Lease ExpirationSt. Johns, Arizona

Owned

n/aArcade, New York

Owned

n/aCuraçao, Netherlands Antilles

Owned

n/aRutherglen Vic, Australia

Owned

n/aOcilla, Georgia

Leased

March 12, 2013Kitaura-town, Japan

Leased

Month to MonthEast Wenatchee, Washington

Leased

Month to Month     Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to Vote of Security Holders   39




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Price of
    our Common Stock
      High


LowYear ended December 31, 2008Quarter ended December 31, 2008

$
5.14


$
1.29Quarter ended September 30, 2008

$
6.86


$
4.20Quarter ended June 30, 2008

$
6.87


$
4.70Quarter ended March 31, 2008

$
6.38


$
4.18Year ended December 31, 2007Quarter ended December 31, 2007

$
9.46


$
5.99Quarter ended September 30, 2007

$
17.13


$
7.11Quarter ended June 30, 2007

$
17.41


$
11.51Quarter ended March 31, 2007

$
14.23


$
8.80     Use of
    Proceeds from Initial Public Offering
  Form S-1 No. 333-134088),
  Exercise
    of Warrants
    Dividend
    Payments
  Common stock:
  Dividend
    Policy
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
   40




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##### Table of Contents



Stock
    Performance Graph
      COMPARISON
    OF 26 MONTH CUMULATIVE TOTAL RETURN*
 Among ORBCOMM Inc., The Russell 2000 Index
 And The NASDAQ Telecommunications Index
  
  11/3/06 10/31/06
  11/06


12/06


12/07


12/08ORBCOMM Inc.


$
100.00



$
113.81



$
81.16



$
27.87Russell 2000



100.00




102.97




101.36




67.11NASDAQ Telecommunications



100.00




108.16




111.43




64.58  41




---



##### Table of Contents



Item 6.
    Selected
    Consolidated Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended December 31,Consolidated Statement of Operations Data:

2008


2007


2006(1)


2005


2004(In thousands, except per share data)Service revenues

$
23,812


$
17,717


$
11,561


$
7,804


$
6,479Product sales


6,280



10,435



12,959



7,723



4,387Total revenues


30,092



28,152



24,520



15,527



10,866Costs and expenses:Costs of services


9,800



7,990



8,714



6,223



5,884Costs of product sales


6,110



10,078



12,092



6,459



4,921Selling, general and administrative


18,927



17,687



15,731



9,344



8,646Product development


1,122



1,060



1,814



1,341



778Gains on customer claims settlements


(1,368
)














Total costs and expenses


34,591



36,815



38,351



23,367



20,229Loss from operations


(4,499
)


(8,663
)


(13,831
)


(7,840
)


(9,363
)Other income (expense), net


558



5,074



2,616



(1,258
)


(3,026
)Pre-control earnings of consolidated subsidiary


(128
)














Minority interest


(471
)














Net loss

$
(4,540
)

$
(3,589
)

$
(11,215
)

$
(9,098
)

$
(12,389
)Net loss applicable to common shares

$
(4,540
)

$
(3,589
)

$
(29,646
)


(14,248
)


(14,535
)Net loss per common share:Basic and diluted

$
(0.11
)

$
(0.09
)

$
(2.80
)


(2.51
)


(2.57
)Weighted average common shares outstanding:Basic and diluted


41,984



39,706



10,601



5,683



5,658   As of December 31,Consolidated Balance Sheet Data:

2008


2007


2006(1)


2005


2004(In thousands)Cash and cash equivalents

$
75,370


$
115,587


$
62,139


$
68,663


$
3,316Marketable securities










38,850







Working capital


65,236



106,716



100,887



65,285



8,416Satellite network and other equipment, net


93,290



49,704



29,131



7,787



5,243Intangible assets,net


4,086



5,572



7,058



4,375



Total assets


191,367



181,823



148,093



89,316



20,888Note payable  related party


1,244



1,170



879



594



Convertible redeemable preferred stock














112,221



38,588Stockholders equity (deficit)


161,605



160,849



128,712



(42,654
)


(28,833
)  42




---



##### Table of Contents



(1)
    
    On November 8, 2006, we completed our initial public
    offering of 9,230,800 shares of common stock at a price of
    $11.00 per share. After deducting underwriting discounts and
    commissions and offering expenses we received proceeds of
    approximately $89.5 million. From these net proceeds we
    paid accumulated and unpaid dividends totaling $7.5 million
    to the holders of Series B preferred stock, a
    $3.6 million contingent purchase price payment relating to
    the acquisition of our interest in Satcom International Group
    plc and $10.1 million to the holders of Series B
    preferred stock in connection with obtaining consents required
    for the conversion of the Series B preferred stock into
    common stock. All outstanding shares of Series A and B
    preferred stock automatically converted into
    21,383,318 shares of common stock.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with our Consolidated Financial Statements and Notes
    which appear elsewhere in this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements that involve
    risks, uncertainties and assumptions. Our actual results could
    differ materially from those anticipated in these forward-
    looking statements as a result of various factors, including
    those set forth in Part I, Item 1A.Risk
    Factors and elsewhere in this Annual Report on
    Form 10-K.
  Organization
    Overview
     43




---



##### Table of Contents



machine-to-machine
        Satellite
    replenishment
   44




---



##### Table of Contents



quick-launch
       45




---



##### Table of Contents



ORBCOMM
    Japan
      EBITDA
      The following table reconciles our net loss to EBITDA for the
    periods shown:
  Years Ended December 31,2008


2007


2006(In thousands)Net loss

$
(4,540
)

$
(3,589
)

$
(11,215
)Interest income


(1,599
)


(5,258
)


(2,582
)Interest expense


199



209



237Depreciation and amortization


3,236



2,415



2,373EBITDA

$
(2,704
)

$
(6,223
)

$
(11,187
)    46




---



##### Table of Contents



Revenues
  i.e.
      Costs and
    expenses
   47




---



##### Table of Contents



Capital
    expenditures
        Critical
    Accounting Policies and Estimates
   48




---



##### Table of Contents



Revenue
    recognition
            Out-of-pocket
    Costs
    of product sales and services
   49




---



##### Table of Contents



Accounts
    receivable
    Satellite
    network and other equipment
        Long-lived
    assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Capitalized
    development costs
   50




---



##### Table of Contents



Income
    taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in
    Income Taxes an interpretation of SFAS 109
    Loss
    contingencies
   51




---



##### Table of Contents



Share-based
    Compensation
    Share-Based Payment
            Years Ended December 31,2008

2007

2006Risk-free interest rate

2.50% to 3.20%

4.93%

4.66%Expected life (years)

5.5 and 6.00

5.5

5.50 to 6.00Estimated volatility factor

43.98% to 48.98%

43.95%

43.85%Expected dividends

None

None

None  52




---



##### Table of Contents



2004
    Stock Option Plan
      2-for-3
     53




---



##### Table of Contents



Results
    of Operations
  Revenues
    Years Ended December 31,2008


2007


2006% of





% of





% ofTotal





Total





TotalService revenues

$
23,812



79.1
%

$
17,717



62.9
%

$
11,561



47.2
%Product sales


6,280



20.9
%


10,435



37.1
%


12,959



52.8
%$
30,092



100.0
%

$
28,152



100.0
%

$
24,520



100.0
%   2008 vs. 2007:
  2007 vs. 2006:
  Service
    revenues
  2008 vs. 2007:
  2007 vs. 2006:
    Product
    sales
  2008 vs. 2007:
 54




---



##### Table of Contents



2007 vs. 2006:
  Costs
    of services
    2008 vs. 2007:
    2007 vs. 2006:
  Costs
    of product sales
    2008 vs. 2007:
   55




---



##### Table of Contents



2007 vs. 2006:
  Selling,
    general and administrative expenses
    2008 vs. 2007:
  2007 vs. 2006:
  Product
    development expenses
    2008 vs. 2007:
  2007 vs. 2006:
  Gain
    on customer claims settlements
       56




---



##### Table of Contents



Other
    income (expense)
    2008 vs. 2007:
  2007 vs. 2006:
  Pre-control
    earnings in subsidiary and minority interest
      Net
    loss and net loss applicable to common shares
  2008 vs. 2007:
  2007 vs. 2006:
  Liquidity
    and Capital Resources
  Overview
    Public
    Offerings
     57




---



##### Table of Contents



Operating
    activities
        Investing
    activities
     58




---



##### Table of Contents



Financing
    activities
        Future
    Liquidity and Capital Resource Requirements
    Contractual
    Obligations
    Payment due by PeriodLess than


1 to


AfterTotal


1 year


3 Years


3 YearsQuick-launch procurement agreements

$
3,083


$
3,083


$



$
Next-generation procurement agreements


92,430



26,910



62,595



2,925Operating leases


4,433



745



1,692



1,996Purchase commitment


4,800







4,800



$
104,746


$
30,738


$
69,087


$
4,921  59




---



##### Table of Contents



Quick-launch
    procurement agreements
          Next-generation
    procurement agreement
         60




---



##### Table of Contents



Purchase
    commitment
    Operating
    leases
    Related
    parties
    Off-
    Balance sheet Arrangements
    Recent
    Accounting Pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 61




---



##### Table of Contents



Business Combinations
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Disclosure
    About Fair Value of Financial Instruments
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    rate risk
    Effects
    of inflation risk
    Foreign
    currency risk
      Concentration
    of credit risk
    Vendor
    risk
   62




---



##### Table of Contents



Market
    rate risk
    Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  10-K, Rules 13a-15(e) 15d-15(e)
    Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f). Internal Control -Integrated Framework
  Changes
    in Internal Control over Financial Reporting
   63




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors and Stockholders of
   Internal Control  Integrated Framework
        Internal Control  Integrated Framework
  Accounting for
    Uncertainty in Income taxes, an interpretation of FASB Statement
    No. 109
     64




---



##### Table of Contents



Item 9B.
    Other
    information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Identification
    of Directors
    Identification
    of Executive Officers
  Form 10-K.
  Identification
    of Audit Committee and Audit Committee Financial
    Expert
    Material
    Changes to Procedures for Recommending Directors
    Compliance
    with Section 16(a) of the Exchange Act
    Code of
    Ethics
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Beneficial
    Ownership
   65




---



##### Table of Contents



Equity
    Compensation Plan Information
    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statements Schedules  (a)(1) Financial Statements
  page F-1.
  (a)(2) Financial Statement Schedules
  Schedule II- page F-1
    (a)(3) Exhibits
   66




---



##### Table of Contents



SIGNATURES      By:
    /s/  Marc
    J. Eisenberg       Signature

Title/s/  Marc
    J. EisenbergMarc
    J. Eisenberg

Chief Executive Officer  and President and Director
    (principal executive officer)/s/  Jerome
    B. EisenbergJerome
    B. Eisenberg

Chairman of the Board/s/  Marco
    Fuchs*Marco
    Fuchs

Director/s/  Didier
    Delepine*Didier
    Delepine

Director/s/  John
    Major*John
    Major

Director/s/  Hans
    E.W. Hoffmann*Hans
    E.W. Hoffmann

Director/s/  Gary
    H. Ritondaro*Gary
    H. Ritondaro

Director/s/  Timothy
    Kelleher*Timothy
    Kelleher

Director/s/  Robert
    G. CostantiniRobert
    G. Costantini

Executive Vice President and Chief Financial Officer
    (principal financial and accounting officer)*By:

/s/  Christian
    G. LeBrunChristian
    G. LeBrun,  Attorney-in-Fact****By authority of the power of attorney filed as Exhibit 24
    hereto.  67




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2008 and 2007


F-3Consolidated Statements of Operations for the
    years ended December 31, 2008, 2007 and 2006


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


F-5Consolidated Statements of Changes in
    Stockholders Equity for the years ended December 31,
    2008, 2007 and 2006


F-6Notes to Consolidated Financial Statements


F-7Schedule II  Valuation and Qualifying
    Accounts


F-36   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Accounting for Uncertainty in
    Income Taxes, an interpretation of FASB No. 109,
  Internal Control  Integrated Framework
       F-2




---



##### Table of Contents



ORBCOMM
    Inc.



Consolidated
    Balance Sheets

(in thousands, except share data)  December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
75,370


$
115,587Restricted cash


2,000



Accounts receivable, net of allowances for doubtful accounts of
    $227 and $388


3,750



5,284Inventories


1,421



2,722Prepaid expenses and other current assets


4,160



1,236Total current assets


86,701



124,829Long-term receivable






542Satellite network and other equipment, net


93,290



49,704Intangible assets, net


4,086



5,572Restricted cash


3,680



Inventories


2,126



Other assets


1,484



992Deferred tax assets






184Total assets

$
191,367


$
181,823LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
8,529


$
4,373Accrued liabilities


7,359



12,305Current portion of deferred revenue


3,577



1,435Total current liabilities


19,465



18,113Note payable  related party


1,244



1,170Deferred revenue, net of current portion


7,607



1,507Other liability






184Total liabilities


28,316



20,974Minority interest


1,446



Commitments and contingenciesStockholders equity:Common stock, par value $0.001; 250,000,000 shares
    authorized; 42,101,834 and41,658,066 shares issued and outstanding


42



42Additional paid-in capital


229,001



224,899Accumulated other comprehensive income (loss)


538



(656
)Accumulated deficit


(67,976
)


(63,436
)Total stockholders equity


161,605



160,849Total liabilities and stockholders equity

$
191,367


$
181,823    F-3




---



##### Table of Contents



ORBCOMM
    Inc.



Consolidated
    Statements of Operations

(in
    thousands, except per share data)  Years ended December 31,2008


2007


2006Revenues:Service revenues

$
23,812


$
17,717


$
11,561Product sales


6,280



10,435



12,959Total revenues


30,092



28,152



24,520Costs and expenses(1):Costs of services


9,800



7,990



8,714Costs of product sales


6,110



10,078



12,092Selling, general and administrative


18,927



17,687



15,731Product development


1,122



1,060



1,814Gains on customer claims settlements


(1,368
)






Total costs and expenses


34,591



36,815



38,351Loss from operations


(4,499
)


(8,663
)


(13,831
)Other income (expense):Interest income


1,599



5,258



2,582Other income (expense)


(842
)


25



271Interest expense


(199
)


(209
)


(237
)Total other income (expense)


558



5,074



2,616Pre-control earnings of consolidated subsidiary


(128
)






Minority interest


(471
)






Net loss

$
(4,540
)

$
(3,589
)

$
(11,215
)Net loss applicable to common shares (Note 6)

$
(4,540
)

$
(3,589
)

$
(29,646
)Net loss per common share:Basic and diluted

$
(0.11
)

$
(0.09
)

$
(2.80
)Weighted average common shares outstanding:Basic and diluted


41,984



39,706



10,601(1) Stock-based compensation included in costs and
    expenses:Costs of services

$
119


$
383


$
425Costs of product sales


63



116



71Selling, general and administrative


3,467



3,878



3,355Product development


57



68



94$
3,706


$
4,445


$
3,945    F-4




---



##### Table of Contents



ORBCOMM
    Inc.
 Consolidated
    Statements of Cash Flows
    (in thousands) Years ended December 31,2008


2007


2006Cash flows from operating activities:Net loss

$
(4,540
)

$
(3,589
)

$
(11,215
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Change in allowance for doubtful accounts


(161
)


91



(374
)Inventory impairments


46







361Depreciation and amortization


3,236



2,415



2,373Accretion on note payable  related party


131



131



131Stock-based compensation


3,706



4,445



3,945Foreign exchange losses (gains)


839



(23
)


(262
)Loss on disposal of equipment


13







Pre-control earnings of consolidated subsidiary and minority
    interest


599







Non-cash portion of gains on customer claims settlements


(882
)






Gain on expiration of gateway purchase option


(325
)






Changes in operating assets and liabilities, net of acquisition:Accounts receivable


3,142



(360
)


(1,161
)Inventories


(504
)


806



(1,964
)Prepaid expenses and other current assets


(685
)


(398
)


429Accounts payable and accrued liabilities


(1,665
)


230



(2,651
)Deferred revenue


997



21



1,522Net cash provided by (used in) operating activities


3,947



3,769



(8,866
)Cash flows from investing activities:Capital expenditures


(40,289
)


(20,043
)


(22,357
)Purchases of marketable securities






(58,325
)


(43,850
)Sales of marketable securities






97,175



5,000Contingent purchase price payment made in connection with the
    acquisition of Satcom International Group plc










(3,631
)Increase in restricted cash


(5,680
)






Cash acquired from step acquisition of subsidiary


366







Net cash provided by (used in) investing activities


(45,603
)


18,807



(64,838
)Cash flows from financing activities:Proceeds from issuance of common stock in connection with
    initial public offering, net of underwriters discounts and
    commissions and offering costs of $11,447










90,092Proceeds from issuance of common stock in connection with
    secondarypublic offering, net of underwriters discounts and
    commissions andoffering costs of $3,318






31,010



Proceeds from issuance of Series B preferred stock, net of
    issuance costs of $113 and $4,328










1,465Proceeds from exercise of warrants and options


342



572



1,558Payment made to holders of Series B preferred stock for
    consent to the automatic conversion into common stock in
    connection with the initial public offering










(10,111
)Payment of Series A preferred stock dividends










(8,027
)Payment of Series B preferred stock dividends










(7,467
)Payment of offering costs in connection with initial public
    offering






(609
)


Payment of offering costs in connection with secondary public
    offering


(40
)






Net cash provided by financing activities


302



30,973



67,510Effect of exchange rate changes on cash and cash
    equivalents


1,137



(101
)


(330
)Net increase (decrease) in cash and cash equivalents


(40,217
)


53,448



(6,524
)Cash and cash equivalents:Beginning of year


115,587



62,139



68,663End of year

$
75,370


$
115,587


$
62,139Supplemental cash flow disclosures (Note 19)    F-5




---



##### Table of Contents



ORBCOMM
    Inc.
 Consolidated
    Statements of Stockholders Equity 
    Years ended December 31, 2008, 2007 and 2006

(in thousands, except share data)  AccumulatedAdditional


other





TotalCommon stock


paid-in


comprehensive


Accumulated


stockholders


ComprehensiveShares


Amount


capital


income (loss)


deficit


equity


lossBalances, January 1, 2006


5,690,017


$
6


$
5,882


$
90


$
(48,632
)

$
(42,654
)Accretion of preferred stock issuance costs










(854
)










(854
)Series B preferred stock dividend










(7,467
)










(7,467
)Initial public offering of common stock, net of
    underwritersdiscounts and commissions and offering costs


9,230,800



9



89,473











89,482Conversion of convertible reedemable Series Aand B preferred stock into common stock


21,383,318



21



106,492











106,513Consent payment to holders of Series B preferred stockfor the automatic conversion into common stock inconnection with IPO










(10,111
)










(10,111
)Exercise of warrants


619,580



1



1,557











1,558Stock-based compensation










3,945











3,945Net loss


















(11,215
)


(11,215
)

$
(11,215
)Cumulative translation adjustment














(485
)






(485
)


(485
)$
(11,700
)Balances, December 31, 2006


36,923,715



37



188,917



(395
)


(59,847
)


128,712Secondary public offering of common stock, net of
    underwritersdiscounts and commissions and offering costs


2,985,000



3



30,967











30,970Exercise of warrants and options


1,419,230



2



570











572Vesting of restricted stock units


330,121



















Stock-based compensation










4,445











4,445Net loss


















(3,589
)


(3,589
)

$
(3,589
)Cumulative translation adjustment














(261
)






(261
)


(261
)$
(3,850
)Balances, December 31, 2007


41,658,066



42



224,899



(656
)


(63,436
)


160,849Exercise of warrants and options


187,270







342











342Vesting of restricted stock units


256,498



















Stock-based compensation










3,760











3,760Net loss


















(4,540
)


(4,540
)

$
(4,540
)Cumulative translation adjustment














1,194







1,194



1,194$
(3,346
)Balances, December 31, 2008


42,101,834


$
42


$
229,001


$
538


$
(67,976
)

$
161,605    F-6




---



##### Table of Contents



Notes to
    consolidated financial statements(In thousands, except share and per share amounts) Note 1.
    Organization
    and Business    Note 2.
    Public
    Offerings        Note 3.
    Summary
    of Significant Accounting Policies  Principles
    of consolidation
     F-7




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Use of
    estimates
    Revenue
    recognition
           F-8




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  No. 00-21 Revenue Arrangements With Multiple Deliverables
        Out-of-pocket
  Costs
    of revenues
    Foreign
    currency translation
  end-of-period
 F-9




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Fair
    value of financial instruments
    Cash
    and cash equivalents
    Concentration
    of risk
             F-10




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Inventories
  first-in,
      Satellite
    network and other equipment
          Capitalized
    development costs
   F-11




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Intangible
    assets
    Impairment
    of long-lived assets
    Convertible
    redeemable preferred stock
    Income
    taxes
  Accounting for Income Taxes,
  Accounting for
    Uncertainty in Income Taxes an
    interpretation of SFAS 109.
    Loss
    contingencies
   F-12




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Stock-based
    compensation
  Share-Based Payment
  Accounting for Stock-Based
    Compensation
    Recent
    accounting pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations
 F-13




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Disclosures about Derivative Instruments and Hedging
    Activities  an Amendment of FASB Statement
    No. 133 Disclosure About Fair
    Value of Financial Instruments
  Note 4.
    ORBCOMM
    Japan             F-14




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Note 5.
    Stock-based
    Compensation        For The Years Ended December 31,2008


2007


2006Stock options

$
96


$
254


$
651Restricted stock units


2,696



3,586



2,904Stock appreciation rights


914



605



390Total

$
3,706


$
4,445


$
3,945     2006
    LTIP
     F-15




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Time-Based
    Restricted Stock Units
      Weighted-Average GrantShares


Date Fair ValueBalance at January 1, 2008


356,538


$
11.20Granted


214,551



5.28Vested


(228,019
)


10.15Forfeited or expired


(886
)


4.59Balance at December 31, 2008


342,184


$
8.21     Performance-Based
    Restricted Stock Units
      Weighted-Average GrantShares


Date Fair ValueBalance at January 1, 2008


179,404


$
12.58Granted


129,784



4.81Vested


(61,079
)


12.85Forfeited or expired


(116,980
)


12.49Balance at December 31, 2008


131,129


$
4.85    F-16




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Time-based
    Stock Appreciation Rights
    Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(In thousands)Outstanding at January 1, 2008


66,667


$
11.00Granted


1,075,000



4.96Forfeited or expired






Outstanding at December 31, 2008


1,141,667


$
5.31



9.16


$
Exercisable at December 31, 2008


66,666


$
11.00



7.75


$
Vested and expected to vest at December 31, 2008


1,141,667


$
5.31



9.16


$
     Performance-Based
    Stock Appreciation Rights
      Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(In thousands)Outstanding at January 1, 2008


217,289


$
11.00Granted


145,555



9.70Forfeited or expired


(70,945
)


11.00Outstanding at December 31, 2008


291,899


$
10.35



8.57


$
Exercisable at December 31, 2008


146,344


$
11.00



7.88


$
Vested and expected to vest at December 31, 2008


250,145


$
10.52



8.45


$
    F-17




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Years Ended December 31,2008

2007

2006Risk-free interest rate

2.50% to 3.20%

4.93%

4.66%Expected life (years)

5.5 and 6.00

5.5

5.50 to 6.00Estimated volatility factor

43.98% to 48.98%

43.95%

43.85%Expected dividends

None

None

None     Stock
    Options
        F-18




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Years Ended December 31,2008(1)


2007(1)


2006Risk-free interest rate










4.64
%Expected life (years)










4.00Expected volatility factor



%



%


44.50
%Expected dividends


None



None



None     (1)
    
    There were no options granted in 2008 and 2007.    Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(In thousands)Outstanding at January 1, 2008


832,957


$
3.02Granted






Exercised


(50,878
)


3.73Forfeited or expired






Outstanding at December 31, 2008


782,079


$
2.98



5.16


$
Exercisable at December 31, 2008


779,995


$
2.97



5.15


$
Vested and expected to vest at December 31, 2008


782,079


$
2.98



5.16


$
       Note 6.
    Net Loss
    per Common Share    Years Ended December 31,2008


2007


2006Common stock warrants


257,986



473,907



1,617,296Stock options


782,079



832,957



1,464,420RSUs


473,313



535,942



785,571SARs


1,433,566



283,956



182,2232,946,944



2,126,762



4,049,510  F-19




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    2006Net loss

$
(11,215
)Add: Preferred stock dividends and accretion of preferred stock
    carrying value


(8,320
)Add: Consent payment to holders of Series B preferred stock
    for the automatic conversion of the Series B preferred
    stock into common stock. (See Note 14)


(10,111
)Net loss applicable to common shares

$
(29,646
)   Note 7.
    Acquisition
    of Interest in Satcom International Group plc.          Acquired licenses

$
4,484Other assets


171Liabilities (including note payable to related party of $586)


(2,386
)Acquisition cost

$
2,269    F-20




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 8.
    Satellite
    Network and Other Equipment    Useful Life


December 31,(Years)


2008


2007Land





$
381


$
381Satellite network


3-10



21,290



9,463Capitalized software


3-5



1,224



887Computer hardware


5



1,108



920Other


5-7



1,166



565Assets under construction






77,328



45,706102,497



57,922Less accumulated depreciation and amortization






(9,207
)


(8,218
)$
93,290


$
49,704         on-going
   F-21




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  sub-contracting quick-launch
           F-22




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 9.
    Restricted
    Cash        Note 10.
    Intangible
    Assets    December 31,2008


2007Useful Life




Accumulated








Accumulated(Years)

Cost


Amortization


Net


Cost


Amortization


NetAcquired licenses

6

$
8,115


$
(4,029
)

$
4,086


$
8,115


$
(2,543
)

$
5,572       Years Ending December 31,2009

$
1,4862010


1,4862011


1,114$
4,086   Note 11.
    Accrued
    Liabilities    December 312008


2007Litigation settlement (See Note 17)

$
2,450


$
Advances from USCG (See Notes 12 and 17)






7,228Gateway settlement obligation (See Note 17)






644Accrued compensation and benefits


2,288



1,821Accrued interest


736



712Accrued professional fees


229



425Other accrued expenses


1,656



1,475$
7,359


$
12,305  F-23




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 12.
    Deferred
    Revenue    December 312008


2007Professional services

$
7,043


$
Service activation fees


3,032



1,796Manufacturing license fees


59



75Prepaid services


1,050



1,07111,184



2,942Less current portion


(3,577
)


(1,435
)Long-term portion

$
7,607


$
1,507     Note 13.
    Notes
    Payable  OHB
    Technology A.G.
    Note 14.
    Stockholders
    Equity and Convertible Redeemable Preferred Stock  Reverse
    stock split
  2-for-3
  Conversion
    of Series A and B Preferred Stock
   F-24




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Convertible
    Redeemable Preferred Stock
        Dividends
    Conversion
         F-25




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Voting
    rights
    Liquidation
    preference
    Redemption
  and/or
  Preferred
    Stock
    Common
    Stock
    Voting
    rights
    Dividends
    Warrants
   F-26




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
        SharesEmployee stock compensation plans


4,825,499Warrants to purchase common stock


257,9865,083,485   Note 15.
    Geographical
    Information    Years Ended December 31,2008


2007


2006United States


78
%


85
%


90
%Japan


17
%






Other(1)


5
%


15
%


10
%100
%


100
%


100
%     (1)
    
    No other geographic areas are more than 10% for the years ended
    December 31, 2007 and 2006. F-27




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
   Note 16.
    Income
    Taxes    December 31,2008


2007


2006Current:Federal

$



$
155


$
State






29



Total

$



$
184


$
Deferred:Federal

$
(517
)

$
(342
)

$
(4,635
)State


(98
)


(65
)


(604
)International


961



64



(51
)Subtotal


346



(343
)


(5,290
)Valuation allowance


(346
)


159



5,290Total

$



$
(184
)

$
     December 31,2008


2007Deferred tax assets:Current deferred tax assets:Deferred revenues

$
1,347


$
888Allowance for doubtful accounts


210



214Inventory reserves


116



146Deferred compensation


1,758



1,569Bonus accruals






428Vacation accrual


290



231Other


63



Total current deferred tax assets


3,784



3,476Non-current deferred tax assets:Satellite network and other property






284Deferred revenues


2,892



2,977Tax loss carryforwards


8,164



7,584Total non-current current deferred tax assets


11,056



10,845Total deferred tax assets


14,840



14,321Deferred tax liability, satellite network and other property


(515
)


Net deferred tax assets before valuation allowance


14,325



14,321Less valuation allowance


(14,325
)


(14,137
)Net deferred tax asset

$



$
184  F-28




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Years Ended December 31,2008


2007


2006Income tax benefit at U.S. statutory rate of 34%

$
(1,543
)

$
(1,220
)

$
(3,813
)State income taxes, net of federal benefit


(65
)


(23
)


(392
)Effect of foreign subsidiaries


1,401



280



(1,251
)Other permanent items


553



259



166Adjustment of tax reserves and other






545



Change in valuation allowance


(346
)


159



5,290$



$



$
                F-29




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      2008


2007Balance at January 1

$
775


$
Additions for tax positions related to prior years






591Additions for tax positions






184Reductions for tax positions of prior years






Settlements






Balance at December 31

$
775


$
775     Note 17.
    Commitments
    and Contingencies  Procurement
    agreements in connection with quick-launch
    satellites
           F-30




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Procurement
    agreements in connection with U.S. Coast Guard
    contract
        90-day 90-day
  Procurement
    agreement in connection with next-generation
    satellites
         F-31




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Gateway
    settlement obligation
    Airtime
    credits
    Purchase
    commitment
   F-32




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Operating
    leases
    Years Ending December 31,2009

$
7452010


8872011


8052012


8292013


867Thereafter


300$
4,433     Litigation
    Class Action
    Litigation
  and/or
 F-33




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Note 18.
    Employee
    Incentive Plans    Note 19.
    Supplemental
    Disclosure of Noncash Investing and Financing
    Activities  Years Ended December 31,2008


2007


2006Investing activities:Capital expenditures incurred not yet paid

$
6,626


$
1,459


$
Gateway received in settlement of long-term receivable


230







Gateway acquired and recorded in inventory in 2005 and used for
    construction under satellite and property and equipment in 2006










411Stock-based compensation included in capital expenditures


54







Net assets from step acquisition of subsidiary


1,363







Asset basis adjustment due to expiration of gateway purchase
    option


161







Financing activities:Public offering expenses incurred not yet paid






40



610Conversion of Series A preferred stock into common stock










37,882Conversion of Series B preferred stock into common stock










68,629  F-34




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 20.
    Quarterly
    Financial Data (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2008Revenues

$
5,879


$
7,724


$
7,969


$
8,520Loss from operations


(1,261
)


(1,130
)


(880
)


(1,228
)Net loss


(534
)


(979
)


(1,001
)


(2,026
)Net loss per common share basic and diluted:


(0.01
)


(0.02
)


(0.02
)


(0.05
)Weighted average shares outstanding basic and diluted


41,802,725



41,961,461



42,070,196



42,100,8692007Revenues

$
5,961


$
6,627


$
6,912


$
8,652Loss from operations


(4,169
)


(2,613
)


(1,978
)


97Net income (loss)


(2,939
)


(1,297
)


(422
)


1,069Net income (loss) per common share:Basic


(0.08
)


(0.03
)


(0.01
)


0.03Diluted


(0.08
)


(0.03
)


(0.01
)


0.03Weighted-average shares outstandingBasic


37,035,553



38,669,269



41,444,270



41,603,765Diluted


37,035,553



38,669,269



41,444,270



42,496,840  F-35




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##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts  ORBCOMM
    INC.
    December 31, 2008, 2007 and 2006
  Col. B


Col. C





Col. EBalance at


Charged to


Charged to





Balance atBeginning of the


Costs and


Other


Col. D


End of theDescription

Period


Expenses


Accounts


Deductions


Period(Amounts in thousands)Year ended December 31, 2008Allowance for doubtful receivables

$
388



(179
)


18
(1)





$
227Deferred tax asset valuation

$
14,137



(346
)


534
(2)





$
14,325Year ended December 31, 2007Allowance for doubtful receivables

$
297



286



(195
)(1)





$
388Deferred tax asset valuation

$
14,224



159



(246
)(2)





$
14,137Year ended December 31, 2006Allowance for doubtful receivables

$
671



30



(404
)(1)





$
297Deferred tax asset valuation

$
8,784



5,290



150
(2)





$
14,224     (1)
    
    Amounts relate to write-offs, net of recoveries.(2)
    
    Amounts relate to differences in foreign exchange rates. F-36




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##### Table of Contents



Exhibit Index
  ExhibitNo.

Description

Page No.3
.1

Restated Certificate of Incorporation of the Company, filed as
    Exhibit 3.1 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006, is incorporated
    herein by reference.3
.2

Amended Bylaws of the Company, filed as Exhibit 3.2 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006, is incorporated
    herein by reference.10
.1

Validation Services Agreement, dated May 20, 2004, by and
    between the Company and the U.S. Coast Guard, filed as
    Exhibit 10.1 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.1.2

Amendment of Solicitation/Modification of Contract dated
    September 13, 2007 amending the Validation Services
    Agreement dated as of May 20, 2004, by and between the
    Company and U.S. Coast Guard, filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended September 30, 2007, is incorporated
    herein by reference.10
.1.3

Amendment of Solicitation/Modification of Contract dated April
    14, 2008 amending the Validation Services Agreement dated as of
    May 20, 2004, as amended, by and between the Company and U.S.
    Coast Guard, filed as Exhibit 10.1 to the Companys
    Quarterly Report on Form 10-Q for the period ended June 30,
    2008, is incorporated herein by reference.10
.1.4

Amendment of Solicitation/Modification of Contract dated August
    28, 2008 amending the Validation Services Agreement dated as of
    May 20, 2004, as amended, by and between the Company and U.S.
    Coast Guard, filed as Exhibit 10.1 to the Companys
    Quarterly Report on Form 10-Q for the period ended September 30,
    2008, is incorporated herein by reference.10
.1.5

Amendment of Solicitation/Modification of Contract dated
    September 30, 2008 amending the Validation Services Agreement
    dated as of May 20, 2004, as amended, by and between the Company
    and U.S. Coast Guard, filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the period
    ended September 30, 2008, is incorporated herein by reference.10
.1.6

Amendment of Solicitation/Modification of Contract dated
    September 30, 2008 amending the Validation Services Agreement
    dated as of May 20, 2004, as amended, by and between the Company
    and U.S. Coast Guard, filed as Exhibit 10.3 to the
    Companys Quarterly Report on Form 10-Q for the period
    ended September 30, 2008, is incorporated herein by reference.10
.2.1

Cooperation Agreement, dated May 18, 2004, among the
    Company, Stellar Satellite Communications Ltd. and Delphi
    Corporation, filed as Exhibit 10.2.1 to the Companys
    Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.2.2

Amendment Number One to Cooperation Agreement, dated
    December 27, 2005, among the Company, Stellar Satellite
    Communications Ltd. and Delphi Corporation, filed as
    Exhibit 10.2.2 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.2.3

Amendment Number Two to Cooperation Agreement dated as of
    November 3, 2008, among the Company, Stellar Satellite
    Communications Ltd. and the Delphi Electronics & Safety
    Division of Delphi Incorporated, filed as Exhibit 10.4 to the
    Companys Quarterly Report on Form 10-Q for the period
    ended September 30, 2008, is incorporated herein by reference.10
.2.4

Pricing Agreement dated as of September 8, 2008, by and between
    Stellar Satellite Communications Ltd. and Delphi Automotive
    Systems, LLC, acting through its Delphi Electronics &
    Safety Division, filed as Exhibit 10.5 to the Companys
    Quarterly Report on Form 10-Q for the period ended September 30,
    2008, is incorporated herein by reference.10
.3.1

ORBCOMM Concept Demonstration Satellite Bus, Integration Test
    and Launch Services Procurement Agreement, dated March 10,
    2005, between the Company and OHB-System AG, filed as
    Exhibit 10.3.1 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.3.2

Amendment to the Procurement Agreement, dated June 5, 2006,
    between the Company and OHB-System AG, filed as
    Exhibit 10.3.2 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.




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##### Table of Contents



ExhibitNo.

Description

Page No.10
.3.3

Memorandum of Agreement dated July 2, 2008 between the Company
    and OHB System, AG, concerning modifications to Amendment No. 1
    dated as of June 5, 2006 of ORBCOMM Concept Demonstration
    Satellite Bus, Integration Test and Launch Services Procurement
    Agreement dated March 10, 2005 by and between the Company and
    OHB System, AG, filed as Exhibit 10.3 to the Companys
    Quarterly Report on Form 10-Q for the period ended June 30,
    2008, is incorporated herein by reference.10
.3.4

Memorandum of Agreement dated November 25, 2008, between the
    Company and OHB System, AG, concerning Amendment No. 1 dated as
    of June 5, 2006 of ORBCOMM Concept Demonstration Satellite Bus,
    Integration Test and Launch Services Procurement Agreement dated
    March 10, 2005 by and between the Company and OHB System, AG.10
.4

ORBCOMM Concept Demonstration Communication Payload Procurement
    Agreement, dated November 3, 2004, between the Company and
    Orbital Sciences Corporation, filed as Exhibit 10.4 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.5.1

Amendment to the Procurement Agreement, dated April 21,
    2006, between the Company and Orbital Sciences Corporation,
    filed as Exhibit 10.5 to the Companys Registration
    Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.5.2

Memorandum of Agreement, dated October 10, 2007, between
    the Company and Orbital Sciences Corporation concerning
    modification to the Amendment to the procurement agreement as
    Exhibit 10.5.1 hereto.10
.6

ORBCOMM Generation 2 Procurement Agreement dated May 5, 2008, by
    and between the Company and Sierra Nevada Corporation, filed as
    Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q
    for the period ended June 30, 2008, is incorporated herein by
    reference.10
.7

Second Amended and Restated Registration Rights Agreement, dated
    as of December 30, 2005, by and among the Company and
    certain preferred stockholders of the Company, filed as
    Exhibit 10.6 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.1

International Value Added Reseller Agreement, dated
    March 14, 2003, between the Company and Transport
    International Pool, filed as Exhibit 10.9.1 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.2

Amendment to International Value Added Reseller Agreement, dated
    January 26, 2006, between the Company and Transport
    International Pool, filed as Exhibit 10.9.2 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.3

Assignment and Assumption Agreement, dated February 28,
    2006, between ORBCOMM LLC, Transport International Pool and GE
    Asset Intelligence, LLC, filed as Exhibit 10.9.3 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.4

Amendment to International Value Added Reseller Agreement dated
    July 11, 2006 between ORBCOMM LLC and GE Asset
    Intelligence, filed as Exhibit 10.9.4 to the Companys
    Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.5

Amendment to International Value Added Resellers Agreement,
    dated August 3, 2006, between ORBCOMM LLC and GE Asset
    Intelligence, LLC, filed as Exhibit 10.9.5 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.9

Form of Common Stock Warrants, filed as Exhibit 10.10 to
    the Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.10

Form of Series A Preferred Stock Warrants, filed as
    Exhibit 10.11 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.




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##### Table of Contents



ExhibitNo.

Description

Page No.10
.11

Form of Ridgewood Preferred Stock Warrants, filed as
    Exhibit 10.12 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.12

Form of Indemnification Agreement between the Company and the
    executive officers and directors of the Company, filed as
    Exhibit 10.13 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.13

Schedule identifying agreements substantially identical to the
    Form of Indemnification Agreement constituting
    Exhibit 10.12 hereto.*10
.14

2004 Stock Option Plan, filed as Exhibit 10.15 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.15

2006 Long-Term Incentives Plan, filed as Exhibit 10.16 to
    the Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.16

Form of Incentive Stock Option Agreement under the 2004 Stock
    Option Plan, filed as Exhibit 10.17 to the Companys
    Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference, filed as Exhibit 10.17
    to the Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.17

Form of Non Statutory Stock Option Agreement under the 2004
    Stock Option Plan, filed as Exhibit 10.18 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.18

Employment Agreement between Jerome B. Eisenberg and
    the Company, filed as Exhibit 10.27 to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2008, is incorporated herein
    by reference.*10
.19

Employment Agreement between Marc J. Eisenberg and the
    Company, filed as Exhibit 10.28 to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2008, is incorporated herein
    by reference.10
.20

Employment Agreement between John J. Stolte Jr. and the
    Company, filed as Exhibit 10.30 to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2008, is incorporated herein
    by reference.*10
.21

Form of Restricted Stock Unit Award Agreement under the 2006
    Long-Term Incentives Plan, filed as Exhibit 10.24 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.22

Form of Stock Appreciation Rights Award Agreement under the 2006
    Long-Term Incentives Plan, filed as Exhibit 10.25 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.23

Employment Agreement between Robert G. Costantini and the
    Company, filed as Exhibit 10.29 to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2008, is incorporated herein
    by reference.10
.24

Employment Agreement between Christian G. Le Brun and the
    Company, filed as Exhibit 10.31 to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2008, is incorporated herein
    by reference.10
.25

Summary of Non-Employee Director Compensation, filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2007 (File
    No. 000-1361983),
    is incorporated herein by reference.10
.26

Letter agreement, dated October 10, 2006, between Stellar
    Satellite Communications Ltd. and GE Asset Intelligence, LLC,
    filed as Exhibit 10.27 to the Companys Registration
    Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.21


Subsidiaries of the Company.23
.1

Consent of Deloitte & Touche LLP, an independent
    registered public accounting firm.24


Power of Attorney authorizing certain persons to sign this
    Annual Report on behalf of certain directors and executive
    officers of the Company.31
.1

Certification of the Chief Executive Officer and President .31
.2

Certification of the Executive Vice President and Chief
    Financial Officer.




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##### Table of Contents



ExhibitNo.

Description

Page No.32


Certification of the Chief Executive Officer and President and
    Executive Vice President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.     *
    
    Management contract or compensatory plan or arrangement.
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment. The omitted portions have been
    separately filed with the Securities and Exchange Commission.