##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 001-33118
 ORBCOMM INC.
  Delaware
    
    41-2118289(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 
 þ o
  o o þ
 o þ




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##### 



ORBCOMM Inc.
Index
 Part I  Financial InformationItem 1.
    
    Condensed Consolidated Financial Statements (Unaudited):Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial StatementsItem 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
    
    Quantitative and Qualitative Disclosures about Market RisksItem 4.
    
    Controls and ProceduresPart II  Other InformationItem 1.
    
    Legal ProceedingsItem 1A.
    
    Risk FactorsItem 2.
    
    Unregistered Sales of Equity Securities and Use of ProceedsItem 3.
    
    Defaults Upon Senior SecuritiesItem 4.
    
    Submission of Matters to a Vote of Security HoldersItem 5.
    
    Other InformationItem 6.
    
    ExhibitsExhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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ORBCOMM Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited)
 September 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    110,695
    
    
    $
    62,139Marketable securities
    
    
    9,150
    
    
    
    38,850Accounts receivable, net of allowances for doubtful accounts
of $430 and $297
as of September 30, 2007 and December 31, 2006
    
    
    4,571
    
    
    
    5,185Inventories
    
    
    3,493
    
    
    
    3,528Advances to contract manufacturer
    
    
    158
    
    
    
    177Prepaid expenses and other current assets
    
    
    983
    
    
    
    1,354Total current assets
    
    
    129,050
    
    
    
    111,233Long-term receivable
    
    
    564
    
    
    
    372Satellite network and other equipment, net
    
    
    46,598
    
    
    
    29,131Intangible assets, net
    
    
    5,943
    
    
    
    7,058Other assets
    
    
    305
    
    
    
    299Total assets
    
    $
    182,460
    
    
    $
    148,093LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,943
    
    
    $
    3,438Accrued liabilities
    
    
    5,842
    
    
    
    4,915Current portion of deferred revenue
    
    
    1,863
    
    
    
    2,083Total current liabilities
    
    
    13,648
    
    
    
    10,436Note payable  related party
    
    
    1,063
    
    
    
    879Deferred revenue, net of current portion
    
    
    8,604
    
    
    
    8,066Total liabilities
    
    
    23,315
    
    
    
    19,381Commitments and contingenciesStockholders equity:Common stock, par value $0.001; 250,000,000 shares authorized;
41,467,552 and 36,923,715 shares issued and outstanding as of
September 30, 2007 and December 31, 2006
    
    
    41
    
    
    
    37Additional paid-in capital
    
    
    224,167
    
    
    
    188,917Accumulated other comprehensive loss
    
    
    (558
    )
    
    
    (395
    )Accumulated deficit
    
    
    (64,505
    )
    
    
    (59,847
    )Total stockholders equity
    
    
    159,145
    
    
    
    128,712Total liabilities and stockholders equity
    
    $
    182,460
    
    
    $
    148,093
 See notes to condensed consolidated financial statements.
  3




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ORBCOMM Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(Unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues:Service revenues
    
    $
    4,551
    
    
    $
    3,220
    
    
    $
    12,718
    
    
    $
    8,165Product sales
    
    
    2,361
    
    
    
    2,334
    
    
    
    6,782
    
    
    
    10,030Total revenues
    
    
    6,912
    
    
    
    5,554
    
    
    
    19,500
    
    
    
    18,195Costs and expenses (1):Costs of services
    
    
    1,989
    
    
    
    2,209
    
    
    
    6,308
    
    
    
    6,375Costs of product sales
    
    
    2,446
    
    
    
    2,285
    
    
    
    7,084
    
    
    
    9,615Selling, general and administrative
    
    
    4,238
    
    
    
    3,105
    
    
    
    14,034
    
    
    
    9,653Product development
    
    
    217
    
    
    
    413
    
    
    
    834
    
    
    
    1,455Total costs and expenses
    
    
    8,890
    
    
    
    8,012
    
    
    
    28,260
    
    
    
    27,098Loss from operations
    
    
    (1,978
    )
    
    
    (2,458
    )
    
    
    (8,760
    )
    
    
    (8,903
    )Other income (expense):Interest income
    
    
    1,600
    
    
    
    595
    
    
    
    4,218
    
    
    
    1,636Other income
    
    
    8
    
    
    
    58
    
    
    
    41
    
    
    
    198Interest expense
    
    
    (52
    )
    
    
    (62
    )
    
    
    (157
    )
    
    
    (189
    )Total other income
    
    
    1,556
    
    
    
    591
    
    
    
    4,102
    
    
    
    1,645Net loss
    
    $
    (422
    )
    
    $
    (1,867
    )
    
    $
    (4,658
    )
    
    $
    (7,258
    )Net loss applicable to common shares (Note 5)
    
    $
    (422
    )
    
    $
    (4,305
    )
    
    $
    (4,658
    )
    
    $
    (14,559
    )Net loss per common share:Basic and diluted
    
    $
    (0.01
    )
    
    $
    (0.71
    )
    
    $
    (0.12
    )
    
    $
    (2.50
    )Weighted average common shares outstanding:Basic and diluted
    
    
    41,444
    
    
    
    6,085
    
    
    
    39,066
    
    
    
    5,823(1) Stock-based compensation included in
costs and expenses:Costs of services
    
    $
    65
    
    
    $
    7
    
    
    $
    375
    
    
    $
    24Costs of product sales
    
    
    29
    
    
    
    
    
    
    
    116
    
    
    
    Selling, general and administrative
    
    
    791
    
    
    
    114
    
    
    
    3,333
    
    
    
    514Product development
    
    
    (10
    )
    
    
    5
    
    
    
    62
    
    
    
    15$
    875
    
    
    $
    126
    
    
    $
    3,886
    
    
    $
    553
 See notes to condensed consolidated financial statements.
  4




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ORBCOMM Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 Nine months endedSeptember 30,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (4,658
    )
    
    $
    (7,258
    )Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:Change in allowance for doubtful accounts
    
    
    133
    
    
    
    (91
    )Inventory impairments
    
    
    
    
    
    
    336Depreciation and amortization
    
    
    1,757
    
    
    
    1,904Accretion on note payable  related party
    
    
    98
    
    
    
    98Stock-based compensation
    
    
    3,886
    
    
    
    553Changes in operating assets and liabilities:Accounts receivable
    
    
    289
    
    
    
    (761
    )Inventories
    
    
    35
    
    
    
    (2,615
    )Advances to contract manufacturer
    
    
    19
    
    
    
    481Prepaid expenses and other current assets
    
    
    365
    
    
    
    (1,255
    )Accounts payable and accrued liabilities
    
    
    515
    
    
    
    (2,139
    )Deferred revenue
    
    
    318
    
    
    
    1,072Net cash provided by (used in) operating activities
    
    
    2,757
    
    
    
    (9,675
    )Cash flows from investing activities:Capital expenditures
    
    
    (15,417
    )
    
    
    (14,336
    )Purchases of marketable securities
    
    
    (58,325
    )
    
    
    (24,250
    )Sales of marketable securities
    
    
    88,025
    
    
    
    4,900Net cash provided by (used in) investing activities
    
    
    14,283
    
    
    
    (33,686
    )Cash flows from financing activities:Proceeds from issuance of common stock in connection with secondary
public offering, net of underwriters discounts and commissions and
offering costs of $2,523
    
    
    31,804
    
    
    
    Proceeds from issuance of Series B preferred stock,
net of issuance costs of $113
    
    
    
    
    
    
    1,465Proceeds from exercise of warrants and options
    
    
    397
    
    
    
    1,547Payment of offering costs in connection with initial public offering
    
    
    (609
    )
    
    
    Payment of Series A preferred stock dividends
    
    
    
    
    
    
    (8,027
    )Net cash provided by (used in) financing activities
    
    
    31,592
    
    
    
    (5,015
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (76
    )
    
    
    (226
    )Net increase (decrease) in cash and cash equivalents
    
    
    48,556
    
    
    
    (48,602
    )Cash and cash equivalents:Beginning of period
    
    
    62,139
    
    
    
    68,663End of period
    
    $
    110,695
    
    
    $
    20,061Supplemental cash flow disclosures:Preferred stock dividends accrued
    
    $
    
    
    
    $
    6,536Capital expenditures incurred not yet paid
    
    $
    2,692
    
    
    $
    Secondary public offering expenses incurred not yet paid
    
    $
    834
    
    
    $
    
 See notes to condensed consolidated financial statements.
  5




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ORBCOMM Inc.   (in thousands, except share and per share amounts)
 1. Business
  2. Basis of Presentation
      Marketable securities
   6




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Concentration of credit risk
   Inventories
  Income taxes
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
   Secondary Public Offering
   Recent accounting pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
  7




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3. Comprehensive Loss
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net loss
    
    $
    (422
    )
    
    $
    (1,867
    )
    
    $
    (4,658
    )
    
    $
    (7,258
    )Foreign currency translation adjustment
    
    
    (95
    )
    
    
    (88
    )
    
    
    (163
    )
    
    
    (327
    )Comprehensive loss
    
    $
    (517
    )
    
    $
    (1,955
    )
    
    $
    (4,821
    )
    
    $
    (7,585
    )
 4. Stock-based Compensation
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Stock options
    
    $
    93
    
    
    $
    126
    
    
    $
    207
    
    
    $
    553Restricted stock units
    
    
    705
    
    
    
    
    
    
    
    3,128
    
    
    
    Stock appreciation rights
    
    
    77
    
    
    
    
    
    
    
    551
    
    
    
    Total
    
    $
    875
    
    
    $
    126
    
    
    $
    3,886
    
    
    $
    553
  RSUs
 Performance-based RSUs
   Weighted-AverageRSUs
    
    
    Grant Date Fair ValueBalance at January 1, 2007
    
    
    257,484
    
    
    $
    11.00Granted
    
    
    144,058
    
    
    
    13.00Vested
    
    
    (151,531
    )
    
    
    11.00Forfeited or expired
    
    
    (68,294
    )
    
    
    11.00Balance at September 30, 2007
    
    
    181,717
    
    
    $
    12.58
  Time-based RSUs
   Weighted-AverageRSUs
    
    
    Grant Date Fair ValueBalance at January 1, 2007
    
    
    528,087
    
    
    $
    11.00Granted
    
    
    20,900
    
    
    
    12.74Vested
    
    
    (177,034
    )
    
    
    11.00Forfeited or expired
    
    
    (2,812
    )
    
    
    11.00Balance at September 30, 2007
    
    
    369,141
    
    
    $
    11.10
  8




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SARs
 Performance-based SARs
   Weighted-
    
    
    AggregateWeighted-
    
    
    Remaining
    
    
    IntrinsicNumber of
    
    
    Average
    
    
    Contractual
    
    
    ValueShares
    
    
    Exercise price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1, 2007
    
    
    115,556
    
    
    $
    11.00Granted
    
    
    115,556
    
    
    
    11.00Forfeited or expired
    
    
    (13,823
    )
    
    
    11.00Outstanding at September 30, 2007
    
    
    217,289
    
    
    $
    11.00
    
    
    
    9.22
    
    
    $
    Exercisable at September 30, 2007
    
    
    101,733
    
    
    $
    11.00
    
    
    
    9.00
    
    
    $
    Vested and expected to vest at September 30, 2007
    
    
    159,844
    
    
    $
    11.00
    
    
    
    9.15
    
    
    $
    
   Time-based SARs
  Weighted-
    
    
    AggregateWeighted-
    
    
    Remaining
    
    
    IntrinsicNumber of
    
    
    Average
    
    
    Contractual
    
    
    ValueShares
    
    
    Exercise price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1, 2007
    
    
    66,667
    
    
    $
    11.00Granted
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Outstanding at September 30, 2007
    
    
    66,667
    
    
    $
    11.00
    
    
    
    9.00
    
    
    $
    Exercisable at September 30, 2007
    
    
    22,222
    
    
    $
    11.00
    
    
    
    9.00
    
    
    $
    Vested and expected to vest at September 30, 2007
    
    
    66,667
    
    
    $
    11.00
    
    
    
    9.00
    
    
    $
    
    9




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Nine months endedSeptember 30,2007
    
    
    2006(1)Risk-free interest rate
    
    
    4.93
    %
    
    
    Expected life (years)
    
    
    5.50
    
    
    
    Estimated volatility factor
    
    
    43.93
    %
    
    
    Expected dividends
    
    None
    
    
    
 (1)
    
    There were no SARs granted during the nine months ended September 30, 2006.
 2004 Stock Option Plan
  Nine months endedSeptember 30,2007(1)
    
    
    2006Risk-free interest rate
    
    
    
    
    
    
    4.64
    %Expected life (years)
    
    
    
    
    
    
    4.00Estimated volatility factor
    
    
    
    
    
    
    44.50
    %Expected dividends
    
    
    
    
    
    None
 (1)
    
    There were no options granted during the nine months ended September 30, 2007.
  Weighted-Average
    
    
    AggregateWeighted-
    
    
    Remaining
    
    
    IntrinsicNumber of
    
    
    Average
    
    
    Contractual
    
    
    ValueShares
    
    
    Exercise price
    
    
    Term (years)
    
    
    (In thousands)Outstanding at January 1, 2007
    
    
    1,464,420
    
    
    $
    3.09Granted
    
    
    
    
    
    
    Exercised
    
    
    (602,298
    )
    
    
    3.16Forfeited or expired
    
    
    (11,332
    )
    
    
    4.26Outstanding at September 30, 2007
    
    
    850,790
    
    
    $
    3.03
    
    
    
    6.37
    
    
    $
    3,829Exercisable at September 30, 2007
    
    
    827,225
    
    
    $
    2.99
    
    
    
    6.35
    
    
    $
    3,760Vested and expected to vest at September 30, 2007
    
    
    850,018
    
    
    $
    3.03
    
    
    
    6.37
    
    
    $
    3,827
   10




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Weighted-averageShares
    
    
    Grant Date Fair ValueBalance at January 1, 2007
    
    
    92,805
    
    
    $
    4.03Granted
    
    
    
    
    
    
    Vested
    
    
    (57,908
    )
    
    
    3.13Forfeited
    
    
    (11,332
    )
    
    
    2.13Balance at September 30, 2007
    
    
    23,565
    
    
    $
    7.17
  5. Net Loss per Common Share
  Nine months endedSeptember 30,2007
    
    
    2006Common stock warrants
    
    
    712,500
    
    
    
    1,302,776Stock options
    
    
    850,790
    
    
    
    1,464,374RSUs
    
    
    550,858
    
    
    
    SARs
    
    
    283,956
    
    
    
    Series A convertible preferred stock
    
    
    
    
    
    
    9,369,074Series B convertible preferred stock
    
    
    
    
    
    
    12,014,227Preferred stock warrants
    
    
    
    
    
    
    318,9282,398,104
    
    
    
    24,469,379
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net loss
    
    $
    (422
    )
    
    $
    (1,867
    )
    
    $
    (4,658
    )
    
    $
    (7,258
    )Add: Preferred stock dividends and
accretion of preferred stock carrying
value
    
    
    
    
    
    
    (2,438
    )
    
    
    
    
    
    
    (7,301
    )Net loss applicable to common shares
    
    $
    (422
    )
    
    $
    (4,305
    )
    
    $
    (4,658
    )
    
    $
    (14,559
    )
 6. Satellite Network and Other Equipment
  Useful life
    
    
    September 30,
    
    
    December 31,(years)
    
    
    2007
    
    
    2006Land
    
    
    
    
    
    $
    381
    
    
    $
    379Satellite network
    
    
    5-7
    
    
    
    9,350
    
    
    
    7,373Capitalized software
    
    
    3-5
    
    
    
    865
    
    
    
    516Computer hardware
    
    
    5
    
    
    
    897
    
    
    
    867Other
    
    
    5-7
    
    
    
    563
    
    
    
    411Assets under construction
    
    
    
    
    
    
    42,504
    
    
    
    26,90554,560
    
    
    
    36,451Less: accumulated depreciation and amortization
    
    
    
    
    
    
    (7,962
    )
    
    
    (7,320
    )$
    46,598
    
    
    $
    29,131
  11




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7. Intangible Assets
  September 30, 2007
    
    
    December 31, 2006Useful life
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulated(years)
    
    
    Cost
    
    
    amortization
    
    
    Net
    
    
    Cost
    
    
    amortization
    
    
    NetAcquired licenses
    
    
    6
    
    
    $
    8,115
    
    
    $
    (2,172
    )
    
    $
    5,943
    
    
    $
    8,115
    
    
    $
    (1,057
    )
    
    $
    7,058
   Years ending December 31,Remainder of 2007
    
    $
    3712008
    
    
    1,4862009
    
    
    1,4862010
    
    
    1,4862011
    
    
    1,114$
    5,943
 8. Deferred Revenues
  September 30,
    
    
    December 31,2007
    
    
    2006Professional services
    
    $
    7,228
    
    
    $
    7,236Service activation fees
    
    
    1,544
    
    
    
    1,326Manufacturing license fees
    
    
    78
    
    
    
    89Prepaid services
    
    
    1,617
    
    
    
    1,49810,467
    
    
    
    10,149Less current portion
    
    
    (1,863
    )
    
    
    (2,083
    )Long-term portion
    
    $
    8,604
    
    
    $
    8,066
   12




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9. Note Payable
  
 10. Stockholders Equity
  Shares subjecttoExercise price
    
    Warrants$2.33
    
    
    307,317$3.38
    
    
    112110$4.26
    
    
    293,073712,500
   SharesEmployee stock compensation plans
    
    
    5,180,432Warrants to purchase common stock
    
    
    712,5005,892,932
 11. Geographic Information
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Unites States
    
    
    91
    %
    
    
    88
    %
    
    
    91
    %
    
    
    91
    %Other(1)
    
    
    9
    %
    
    
    12
    %
    
    
    9
    %
    
    
    9
    %100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 (1)
    
    No other single geographic areas are more than 10% of revenues for
the three months ended September 30, 2006.
  13




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12. Commitments and Contingencies
 Procurement agreements in connection with quick-launch satellites
   Procurement agreements in connection with U.S. Coast Guard contract
    Gateway settlement obligation
  Airtime credits
   14




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Litigation
  Class Action Litigation
  Quake
    15




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  Safe Harbor Statement Under the Private Securities Litigation Reform of Act 1995.
  Overview
     16




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i.e
 Critical Accounting Policies
 .
 Accounting for Uncertainty in Income Taxes
  17




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EBITDA
   The following table (in thousands) reconciles our net loss to EBITDA for the periods shown:
 Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net loss
    
    $
    (422
    )
    
    $
    (1,867
    )
    
    $
    (4,658
    )
    
    $
    (7,258
    )Interest income
    
    
    (1,600
    )
    
    
    (595
    )
    
    
    (4,218
    )
    
    
    (1,636
    )Interest expense
    
    
    52
    
    
    
    62
    
    
    
    157
    
    
    
    189Depreciation and
amortization
    
    
    619
    
    
    
    621
    
    
    
    1,757
    
    
    
    1,904EBITDA
    
    $
    (1,351
    )
    
    $
    (1,779
    )
    
    $
    (6,962
    )
    
    $
    (6,801
    )
   Results of Operations
 Revenues
   Three months ended September 30,
    
    
    Nine months ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    Total
    
    
    
    
    
    Total
    
    
    
    
    
    TotalService revenues
    
    $
    4,551
    
    
    
    65.8
    %
    
    $
    3,220
    
    
    
    58.0
    %
    
    $
    12,718
    
    
    
    65.2
    %
    
    $
    8,165
    
    
    
    44.9
    %Product sales
    
    
    2,361
    
    
    
    34.2
    %
    
    
    2,334
    
    
    
    42.0
    %
    
    
    6,782
    
    
    
    34.8
    %
    
    
    10,030
    
    
    
    55.1
    %$
    6,912
    
    
    
    100.0
    %
    
    $
    5,554
    
    
    
    100.0
    %
    
    $
    19,500
    
    
    
    100.0
    %
    
    $
    18,195
    
    
    
    100.00
    %
    18




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Service revenues
    Product sales
   Costs of services
    Costs of product sales
    19




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Selling, general and administrative expenses
    Product development expenses
     Other income (expense)
      20




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Net loss and net loss applicable to common shares
   Liquidity and Capital Resources
 Overview
  Secondary Public Offering
   Operating activities
   Investing activities
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Financing activities
   Future Liquidity and Capital Resource Requirements
 .
 Contractual Obligations
  Off- Balance Sheet Arrangements
  Recent accounting pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risks
  Concentration of credit risk
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Item 4. Disclosure Controls and Procedures
 Evaluation of the Companys disclosure controls and procedures.
 Internal Control over Financial Reporting.
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Class Action Litigation
  Quake Global, Inc.
   
 Item 1A. Risk Factors
  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.
   23




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Use of Proceeds from Initial Public Offering
  Exercise of Warrants
  Exercise of Stock Options
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 10.1
    
    Amendment of
Solicitation/Modification of Contract dated September 13, 2007
amending the Validation Services Agreement dated as of May 12,
2004 by and between the Company and the U.S. Coast Guard.31.1
    
    Certification of Chief Executive Officer required by Rule 13a-14(a).31.2
    
    Certification of Chief Financial Officer required by Rule 13a-14(a).32.1
    
    Certification of Chief Executive Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350 (furnished herewith).32.2
    
    Certification of Chief Financial Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350 (furnished herewith).
  24




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SIGNATURES
  ORBCOMM Inc. 
(Registrant)Date: November 14, 2007
    /s/ Jerome B. EisenbergJerome B. Eisenberg,Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)Date: November 14, 2007
    /s/ Robert G. CostantiniRobert G. Costantini,Executive Vice President and Chief Financial Officer
(Principal Financial Officer) EXHIBIT INDEX
 ExhibitNo.
    
    Description10.1
    
    Amendment of
Solicitation/Modification of Contract dated September 13, 2007
amending the Validation Services Agreement dated as of May 12,
2004 by and between the Company and the U.S. Coast Guard.31.1
    
    Certification of Chief Executive Officer required by Rule 13a-14(a).31.2
    
    Certification of Chief Financial Officer required by Rule 13a-14(a).32.1
    
    Certification of Chief Executive Officer required by Rule 13a-14(b)
and 18 U.S.C. Section 1350 (furnished herewith).32.2
    
    Certification of Chief Financial Officer required by Rule 13a-14(b)
and 18 U.S.C. Section 1350 (furnished herewith).
  25