##### 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 endedJune 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.
    
    ExhibitsEX-10.1: Summary of Non-Employee Director CompensationEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
   1




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 ORBCOMM Inc.
 
 Condensed Consolidated Balance Sheets
 (in thousands, except share data)
 (Unaudited)
 June 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    76,361
    
    
    $
    62,139Marketable securities
    
    
    47,050
    
    
    
    38,850Accounts receivable, net of allowances for doubtful accounts
of $418 and $297
as of June 30, 2007 and December 31, 2006
    
    
    5,487
    
    
    
    5,185Inventories
    
    
    3,085
    
    
    
    3,528Advances to contract manufacturer
    
    
    153
    
    
    
    177Prepaid expenses and other current assets
    
    
    1,159
    
    
    
    1,354Total current assets
    
    
    133,295
    
    
    
    111,233Long-term receivable
    
    
    372
    
    
    
    372Satellite network and other equipment, net
    
    
    43,197
    
    
    
    29,131Intangible assets, net
    
    
    6,315
    
    
    
    7,058Other assets
    
    
    306
    
    
    
    299Total assets
    
    $
    183,485
    
    
    $
    148,093LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    8,821
    
    
    $
    3,438Accrued liabilities
    
    
    4,518
    
    
    
    4,915Current portion of deferred revenue
    
    
    2,202
    
    
    
    2,083Total current liabilities
    
    
    15,541
    
    
    
    10,436Note payable  related party
    
    
    971
    
    
    
    879Deferred revenue, net of current portion
    
    
    8,118
    
    
    
    8,066Total liabilities
    
    
    24,630
    
    
    
    19,381Commitments and contingenciesStockholders equity:Common stock, par value $0.001; 250,000,000 shares authorized;
41,294,471 and 36,923,715 shares issued and outstanding as of
June 30, 2007 and December 31, 2006
    
    
    41
    
    
    
    37Additional paid-in capital
    
    
    223,360
    
    
    
    188,917Accumulated other comprehensive loss
    
    
    (463
    )
    
    
    (395
    )Accumulated deficit
    
    
    (64,083
    )
    
    
    (59,847
    )Total stockholders equity
    
    
    158,855
    
    
    
    128,712Total liabilities and stockholders equity
    
    $
    183,485
    
    
    $
    148,093
 See notes to condensed consolidated financial statements.
  2




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Operations
 (in thousands, except share and per share data)
 (Unaudited)
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues:Service revenues
    
    $
    4,217
    
    
    $
    2,624
    
    
    $
    8,167
    
    
    $
    4,945Product sales
    
    
    2,410
    
    
    
    3,637
    
    
    
    4,421
    
    
    
    7,696Total revenues
    
    
    6,627
    
    
    
    6,261
    
    
    
    12,588
    
    
    
    12,641Costs and expenses (1):Costs of services
    
    
    1,966
    
    
    
    2,109
    
    
    
    4,319
    
    
    
    4,166Costs of product sales
    
    
    2,532
    
    
    
    3,254
    
    
    
    4,638
    
    
    
    7,330Selling, general and administrative
    
    
    4,485
    
    
    
    3,220
    
    
    
    9,796
    
    
    
    6,548Product development
    
    
    257
    
    
    
    544
    
    
    
    617
    
    
    
    1,042Total costs and expenses
    
    
    9,240
    
    
    
    9,127
    
    
    
    19,370
    
    
    
    19,086Loss from operations
    
    
    (2,613
    )
    
    
    (2,866
    )
    
    
    (6,782
    )
    
    
    (6,445
    )Other income (expense):Interest income
    
    
    1,339
    
    
    
    586
    
    
    
    2,618
    
    
    
    1,041Other income
    
    
    30
    
    
    
    140
    
    
    
    33
    
    
    
    140Interest expense
    
    
    (53
    )
    
    
    (110
    )
    
    
    (105
    )
    
    
    (127
    )Total other income
    
    
    1,316
    
    
    
    616
    
    
    
    2,546
    
    
    
    1,054Net loss
    
    $
    (1,297
    )
    
    $
    (2,250
    )
    
    $
    (4,236
    )
    
    $
    (5,391
    )Net loss applicable to common shares (Note 5)
    
    $
    (1,297
    )
    
    $
    (4,806
    )
    
    $
    (4,236
    )
    
    $
    (10,254
    )Net loss per common share:Basic and diluted
    
    $
    (0.03
    )
    
    $
    (0.84
    )
    
    $
    (0.11
    )
    
    $
    (1.80
    )Weighted average common shares outstanding:Basic and diluted
    
    
    38,669
    
    
    
    5,690
    
    
    
    37,857
    
    
    
    5,690(1) Stock-based compensation included in
costs and expenses:Costs of services
    
    $
    90
    
    
    $
    9
    
    
    $
    310
    
    
    $
    17Costs of product sales
    
    
    58
    
    
    
    
    
    
    
    87
    
    
    
    Selling, general and administrative
    
    
    905
    
    
    
    72
    
    
    
    2,542
    
    
    
    400Product development
    
    
    30
    
    
    
    5
    
    
    
    72
    
    
    
    10$
    1,083
    
    
    $
    86
    
    
    $
    3,011
    
    
    $
    427
 See notes to condensed consolidated financial statements.
  3




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
 (Unaudited)
 Six months endedJune 30,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (4,236
    )
    
    $
    (5,391
    )Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:Change in allowance for doubtful accounts
    
    
    121
    
    
    
    (56
    )Inventory impairments
    
    
    
    
    
    
    336Depreciation and amortization
    
    
    1,138
    
    
    
    1,283Accretion on note payable  related party
    
    
    66
    
    
    
    66Stock-based compensation
    
    
    3,011
    
    
    
    427Changes in operating assets and liabilities:Accounts receivable
    
    
    (423
    )
    
    
    (1,316
    )Inventories
    
    
    443
    
    
    
    (548
    )Advances to contract manufacturer
    
    
    24
    
    
    
    467Prepaid expenses and other current assets
    
    
    188
    
    
    
    (1,086
    )Accounts payable and accrued liabilities
    
    
    (148
    )
    
    
    (1,778
    )Deferred revenue
    
    
    171
    
    
    
    894Net cash provided by (used in) operating activities
    
    
    355
    
    
    
    (6,702
    )Cash flows from investing activities:Capital expenditures
    
    
    (9,596
    )
    
    
    (5,666
    )Purchases of marketable securities
    
    
    (29,700
    )
    
    
    (24,250
    )Sales of marketable securities
    
    
    21,500
    
    
    
    Net cash used in investing activities
    
    
    (17,796
    )
    
    
    (29,916
    )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 $2,405
    
    
    31,922
    
    
    
    Proceeds from issuance of Series B preferred stock,
net of issuance costs of $113
    
    
    
    
    
    
    1,465Proceeds from exercise of warrants
    
    
    392
    
    
    
    Payment 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
    
    
    31,705
    
    
    
    (6,562
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (42
    )
    
    
    (156
    )Net increase (decrease) in cash and cash equivalents
    
    
    14,222
    
    
    
    (43,336
    )Cash and cash equivalents:Beginning of period
    
    
    62,139
    
    
    
    68,663End of period
    
    $
    76,361
    
    
    $
    25,327Supplemental cash flow disclosures:Preferred stock dividends accrued
    
    $
    
    
    
    $
    4,357Capital
expenditures incurred not yet paid.
    
    $
    4,865
    
    
    $
    Secondary
public offering expenses incurred not yet paid.
    
    $
    878
    
    
    $
    
 See notes to condensed consolidated financial statements.
  4




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ORBCOMM Inc.
 
  (in thousands, except share and per share amounts)
 1. Business
  2. Basis of Presentation
     Marketable securities
  Concentration of credit risk
    5




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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
 3. Comprehensive Loss
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net loss
    
    $
    (1,297
    )
    
    $
    (2,250
    )
    
    $
    (4,236
    )
    
    $
    (5,391
    )Foreign currency translation adjustment
    
    
    (44
    )
    
    
    (179
    )
    
    
    (68
    )
    
    
    (239
    )Comprehensive loss
    
    $
    (1,341
    )
    
    $
    (2,429
    )
    
    $
    (4,304
    )
    
    $
    (5,630
    )
  6




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##### Table of Contents



4. Stock-based Compensation
   Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Stock options
    
    $
    57
    
    
    $
    86
    
    
    $
    114
    
    
    $
    427Restricted stock units
    
    
    904
    
    
    
    
    
    
    
    2,423
    
    
    
    Stock appreciation rights
    
    
    122
    
    
    
    
    
    
    
    474
    
    
    
    Total
    
    $
    1,083
    
    
    $
    86
    
    
    $
    3,011
    
    
    $
    427
  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
    
    
    (68,148
    )
    
    
    11.00Balance at June 30, 2007
    
    
    181,863
    
    
    $
    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
    
    
    
    
    
    
    Balance at June 30, 2007
    
    
    371,953
    
    
    $
    11.10
   7




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##### Table of Contents



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 June 30, 2007
    
    
    217,289
    
    
    $
    11.00
    
    
    
    9.47
    
    
    $
    1,176Exercisable at June 30, 2007
    
    
    101,733
    
    
    $
    11.00
    
    
    
    9.25
    
    
    $
    550Vested and expected to vest at June 30, 2007
    
    
    152,678
    
    
    $
    11.00
    
    
    
    9.39
    
    
    $
    826
   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 June 30, 2007
    
    
    66,667
    
    
    $
    11.00
    
    
    
    9.25
    
    
    $
    361Exercisable at June 30, 2007
    
    
    22,222
    
    
    $
    11.00
    
    
    
    9.25
    
    
    $
    120Vested and expected to vest at June 30, 2007
    
    
    66,667
    
    
    $
    11.00
    
    
    
    9.25
    
    
    $
    361
    8




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Six months endedJune 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 six months ended June 30, 2006.
 2004 Stock Option Plan
  Six months endedJune 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 six months ended June 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
    
    
    (506,151
    )
    
    
    3.00Forfeited or expired
    
    
    
    
    
    
    Outstanding at June 30, 2007
    
    
    958,269
    
    
    $
    3.14
    
    
    
    6.33
    
    
    $
    12,715Exercisable at June 30, 2007
    
    
    900,404
    
    
    $
    3.06
    
    
    
    6.27
    
    
    $
    12,021Vested and expected to vest at June 30, 2007
    
    
    956,373
    
    
    $
    3.14
    
    
    
    6.33
    
    
    $
    12,693
   Weighted-averageShares
    
    
    Grant Date Fair ValueBalance at January 1, 2007
    
    
    92,805
    
    
    $
    4.03Granted
    
    
    
    
    
    
    Vested
    
    
    (34,940
    )
    
    
    3.24Forfeited
    
    
    
    
    
    
    Balance at June 30, 2007
    
    
    57,865
    
    
    $
    4.52
   9




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##### Table of Contents



5. Net Loss per Common Share
   Six months endedJune 30,2007
    
    
    2006Common stock warrants
    
    
    831,997
    
    
    
    1,917,998Stock options
    
    
    958,269
    
    
    
    1,464,374RSUs
    
    
    553,816
    
    
    
    SARs
    
    
    283,956
    
    
    
    Series A convertible preferred stock
    
    
    
    
    
    
    9,369,074Series B convertible preferred stock
    
    
    
    
    
    
    12,014,227Preferred stock warrants
    
    
    
    
    
    
    318,9282,628,038
    
    
    
    25,084,601
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net loss
    
    $
    (1,297
    )
    
    $
    (2,250
    )
    
    $
    (4,236
    )
    
    $
    (5,391
    )Add: Preferred stock dividends and
accretion of preferred stock carrying
value
    
    
    
    
    
    
    (2,556
    )
    
    
    
    
    
    
    (4,863
    )Net loss applicable to common shares
    
    $
    (1,297
    )
    
    $
    (4,806
    )
    
    $
    (4,236
    )
    
    $
    (10,254
    )
 6. Satellite Network and Other Equipment
  Useful life
    
    
    June 30,
    
    
    December 31,(years)
    
    
    2007
    
    
    2006Land
    
    
    
    
    
    $
    381
    
    
    $
    379Satellite network
    
    
    5-7
    
    
    
    9,293
    
    
    
    7,373Capitalized software
    
    
    3-5
    
    
    
    696
    
    
    
    516Computer hardware
    
    
    5
    
    
    
    893
    
    
    
    867Other
    
    
    5-7
    
    
    
    531
    
    
    
    411Assets under construction
    
    
    
    
    
    
    39,118
    
    
    
    26,90550,912
    
    
    
    36,451Less: accumulated depreciation and amortization
    
    
    
    
    
    
    (7,715
    )
    
    
    (7,320
    )$
    43,197
    
    
    $
    29,131
    10




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##### Table of Contents



7. Intangible Assets
  Useful life(years)
    
    
    June 30, 2007
    
    
    December 31, 2006Accumulated
    
    
    
    
    
    
    
    
    
    
    AccumulatedCost
    
    
    amortization
    
    
    Net
    
    
    Cost
    
    
    amortization
    
    
    NetAcquired licenses
    
    
    6
    
    
    $
    8,115
    
    
    $
    (1,800
    )
    
    $
    6,315
    
    
    $
    8,115
    
    
    $
    (1,057
    )
    
    $
    7,058
   Years ending December 31,Remainder of 2007
    
    $
    7432008
    
    
    1,4862009
    
    
    1,4862010
    
    
    1,4862011
    
    
    1,114$
    6,315
 8. Deferred Revenues
  June 30,
    
    
    December 31,2007
    
    
    2006Professional services
    
    $
    7,228
    
    
    $
    7,236Service activation fees
    
    
    1,344
    
    
    
    1,326Manufacturing license fees
    
    
    82
    
    
    
    89Prepaid services
    
    
    1,666
    
    
    
    1,49810,320
    
    
    
    10,149Less current portion
    
    
    (8,118
    )
    
    
    (2,083
    )Long-term portion
    
    $
    2,202
    
    
    $
    8,066
   11




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##### Table of Contents



9. Note Payable
  
 10. Stockholders Equity
  Shares subjecttoExercise price
    
    Warrants$2.33
    
    
    338,786$3.38
    
    
    112,110$4.26
    
    
    381,101831,997
   SharesEmployee stock compensation plans
    
    
    5,287,911Warrants to purchase common stock
    
    
    831,9976,119,908
 11. Geographic Information
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Unites States
    
    
    93
    %
    
    
    93
    %
    
    
    91
    %
    
    
    93
    %Other
    
    
    7
    %
    
    
    7
    %
    
    
    9
    %
    
    
    7
    %100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
  12




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##### Table of Contents



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
   13




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##### Table of Contents



Litigation
 Quake.
    
 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.
   14




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##### Table of Contents



Overview
       15




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i.e
 Critical Accounting Policies
 .
  16




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Accounting for Uncertainty in Income Taxes
 EBITDA
   The following table (in thousands) reconciles our net loss to EBITDA for the periods shown:
 Three months ended June 30,
    
    
    Six months ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net loss
    
    $
    (1,297
    )
    
    $
    (2,250
    )
    
    $
    (4,236
    )
    
    $
    (5,391
    )Interest income
    
    
    (1,339
    )
    
    
    (586
    )
    
    
    (2,618
    )
    
    
    (1,041
    )Interest expense
    
    
    53
    
    
    
    110
    
    
    
    105
    
    
    
    127Depreciation and
amortization
    
    
    596
    
    
    
    627
    
    
    
    1,138
    
    
    
    1,283$
    (1,987
    )
    
    $
    (2,099
    )
    
    $
    (5,611
    )
    
    $
    (5,022
    )
   Results of Operations
 Revenues
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##### Table of Contents



Three months ended June 30,
    
    
    Six months ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    TotalService revenues
    
    $
    4,217
    
    
    
    63.6
    %
    
    $
    2,624
    
    
    
    41.9
    %
    
    $
    8,167
    
    
    
    64.9
    %
    
    $
    4,945
    
    
    
    39.1
    %Product sales
    
    
    2,410
    
    
    
    36.4
    %
    
    
    3,637
    
    
    
    58.1
    %
    
    
    4,421
    
    
    
    35.1
    %
    
    
    7,696
    
    
    
    60.9
    %$
    6,627
    
    
    
    100.0
    %
    
    $
    6,261
    
    
    
    100.0
    %
    
    $
    12,588
    
    
    
    100.0
    %
    
    $
    12,641
    
    
    
    100.00
    %
   Service revenues
    Product sales
    Costs of services
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Costs of product sales
     Selling, general and administrative expenses
     19




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##### Table of Contents



Product development expenses
    Other income (expense)
    Net loss and net loss applicable to common shares
   Liquidity and Capital Resources
 Overview
  Secondary Public Offering
   20




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##### Table of Contents



Operating activities
   Investing activities
   Financing activities
   Future Liquidity and Capital Resource Requirements
 
 Contractual Obligations
   21




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##### Table of Contents



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
  
 Item 4. Disclosure Controls and Procedures
 Evaluation of the Companys disclosure controls and procedures.
 Internal Control over Financial Reporting.
  22




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Quake Global, Inc.
    23




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##### Table of Contents



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.
    
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Use of Proceeds from Initial Public Offering
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Exercise of Warrants
  Exercise of Stock Options
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Proposal 1
    
    (To elect three Class I directors to three-year terms expiring at the 2010 annual meeting of shareholders.)
 Votes For
    
    
    Votes WitheldDidier Delephine
    
    
    21,775,795
    
    
    
    34,220Hans E. W. Hoffman
    
    
    19,406,296
    
    
    
    2,403,719Gary Ritondaro
    
    
    21,775,595
    
    
    
    34,420
 Proposal 2
    
    (To ratify the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal
year ending December 31, 2007.)
 For
    
    Against
    
    Abstain21,792,464
    
    4,409
    
    13,142
 
 Item 5. Other Information
  
 Item 6. Exhibits
 10.1
    
    Summary of Non-Employee Director
Compensation.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




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##### Table of Contents



SIGNATURES
  ORBCOMM Inc.
(Registrant)Date: August 14, 2007
    
    /s/ Jerome B. EisenbergJerome B. Eisenberg,Chairman of the Board and Chief Executive Officer(Principal Executive Officer)Date: August 14, 2007
    
    /s/ Robert G. CostantiniRobert G. Costantini,Executive Vice President and Chief Financial Officer(Principal Financial Officer)
  26




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description10.1
    
    Summary of Non-Employee Director
Compensation.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).
  27