##### 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 June 30, 2008
 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
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



ORBCOMM Inc.
Index
 Part I  Financial InformationItem 1. Condensed Consolidated Financial Statements (Unaudited):Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures about Market Risks
    
    
    30Item 4. Controls and Procedures
    
    
    31Part II  Other InformationItem 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 3. Defaults Upon Senior Securities
    
    
    32Item 4. Submission of Matters to a Vote of Security Holders
    
    
    32Item 5. Other Information
    
    
    33Item 6. Exhibits
    
    
    33Signatures
    
    
    33Exhibit Index
    
    
    34Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 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)
 June 30,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    98,962
    
    
    $
    115,587Accounts receivable, net of allowances for doubtful accounts of $231 and $388
    
    
    4,839
    
    
    
    5,284Inventories
    
    
    3,431
    
    
    
    2,722Advances to contract manufacturer
    
    
    158
    
    
    
    158Prepaid expenses and other current assets
    
    
    912
    
    
    
    1,078Total current assets
    
    
    108,302
    
    
    
    124,829Long-term receivable
    
    
    230
    
    
    
    542Satellite network and other equipment, net
    
    
    68,873
    
    
    
    49,704Intangible assets, net
    
    
    4,829
    
    
    
    5,572Restricted cash
    
    
    5,680
    
    
    
    Other assets
    
    
    981
    
    
    
    992Deferred tax assets
    
    
    184
    
    
    
    184Total assets
    
    $
    189,079
    
    
    $
    181,823LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,163
    
    
    $
    4,373Accrued liabilities
    
    
    8,886
    
    
    
    12,305Current portion of deferred revenue
    
    
    3,101
    
    
    
    1,435Total current liabilities
    
    
    17,150
    
    
    
    18,113Note payable  related party
    
    
    1,366
    
    
    
    1,170Deferred revenue, net of current portion
    
    
    8,138
    
    
    
    1,507Other liability
    
    
    184
    
    
    
    184Total liabilities
    
    
    26,838
    
    
    
    20,974Minority interest
    
    
    958
    
    
    
    Commitments and contingenciesStockholders equity:Common stock, par value $0.001; 250,000,000 shares authorized;
42,056,245 and 41,658,066 shares issued and outstanding
    
    
    42
    
    
    
    42Additional paid-in capital
    
    
    226,997
    
    
    
    224,899Accumulated other comprehensive loss
    
    
    (807
    )
    
    
    (656
    )Accumulated deficit
    
    
    (64,949
    )
    
    
    (63,436
    )Total stockholders equity
    
    
    161,283
    
    
    
    160,849Total liabilities and stockholders equity
    
    $
    189,079
    
    
    $
    181,823
 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
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Service revenues
    
    $
    5,757
    
    
    $
    4,217
    
    
    $
    10,612
    
    
    $
    8,167Product sales
    
    
    1,967
    
    
    
    2,410
    
    
    
    2,991
    
    
    
    4,421Total revenues
    
    
    7,724
    
    
    
    6,627
    
    
    
    13,603
    
    
    
    12,588Costs and expenses(1):Costs of services
    
    
    2,128
    
    
    
    1,966
    
    
    
    4,162
    
    
    
    4,319Costs of product sales
    
    
    1,713
    
    
    
    2,532
    
    
    
    2,994
    
    
    
    4,638Selling, general and administrative
    
    
    5,174
    
    
    
    4,485
    
    
    
    9,619
    
    
    
    9,796Product development
    
    
    206
    
    
    
    257
    
    
    
    462
    
    
    
    617Gain on customer claims settlements
    
    
    (367
    )
    
    
    
    
    
    
    (1,243
    )
    
    
    Total costs and expenses
    
    
    8,854
    
    
    
    9,240
    
    
    
    15,994
    
    
    
    19,370Loss from operations
    
    
    (1,130
    )
    
    
    (2,613
    )
    
    
    (2,391
    )
    
    
    (6,782
    )Other income (expense):Interest income
    
    
    356
    
    
    
    1,339
    
    
    
    1,122
    
    
    
    2,618Other income
    
    
    12
    
    
    
    30
    
    
    
    23
    
    
    
    33Interest expense
    
    
    (48
    )
    
    
    (53
    )
    
    
    (98
    )
    
    
    (105
    )Total other income
    
    
    320
    
    
    
    1,316
    
    
    
    1,047
    
    
    
    2,546Loss
before pre-control earnings of consolidated subsidiary and minority interest
    
    
    (810
    )
    
    
    (1,297
    )
    
    
    (1,344
    )
    
    
    (4,236
    )Pre-control
earnings of consolidated subsidiary
    
    
    (128
    )
    
    
    
    
    
    
    (128
    )
    
    
    Minority
interest
    
    
    (41
    )
    
    
    
    
    
    
    (41
    )
    
    
    Net loss
    
    $
    (979
    )
    
    $
    (1,297
    )
    
    $
    (1,513
    )
    
    $
    (4,236
    )Net loss per common share:Basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.03
    )
    
    $
    (0.04
    )
    
    $
    (0.11
    )Weighted average common shares outstanding:Basic and diluted
    
    
    41,961
    
    
    
    38,669
    
    
    
    41,882
    
    
    
    37,857(1) Stock-based compensation included in costs and expenses:Costs of services
    
    $
    1
    
    
    $
    90
    
    
    $
    49
    
    
    $
    310Costs of product sales
    
    
    21
    
    
    
    58
    
    
    
    41
    
    
    
    87Selling, general and administrative
    
    
    978
    
    
    
    905
    
    
    
    1,705
    
    
    
    2,542Product development
    
    
    15
    
    
    
    30
    
    
    
    30
    
    
    
    72$
    1,015
    
    
    $
    1,083
    
    
    $
    1,825
    
    
    $
    3,011
 See notes to condensed consolidated financial statements.
  4




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ORBCOMM Inc.
 
 Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 Six months endedJune 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (1,513
    )
    
    $
    (4,236
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Change in allowance for doubtful accounts
    
    
    (157
    )
    
    
    121Depreciation and amortization
    
    
    1,311
    
    
    
    1,138Accretion on note payable  related party
    
    
    66
    
    
    
    66Stock-based compensation
    
    
    1,825
    
    
    
    3,011Pre-control
earnings of consolidated subsidiary and minority interest
    
    
    169
    
    
    
    Non cash portion of gain on customer claims settlement
    
    
    (882
    )
    
    
    Expiration
of gateway purchase option
    
    
    (325
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    1,507
    
    
    
    (423
    )Inventories
    
    
    (388
    )
    
    
    443Advances to contract manufacturer
    
    
    366
    
    
    
    24Prepaid expenses and other current assets
    
    
    450
    
    
    
    188Accounts payable and accrued liabilities
    
    
    (495
    )
    
    
    (148
    )Deferred revenue
    
    
    1,052
    
    
    
    171Net cash provided by operating activities
    
    
    2,986
    
    
    
    355Cash flows from investing activities:Capital expenditures
    
    
    (14,430
    )
    
    
    (9,596
    )Purchases of marketable securities
    
    
    
    
    
    
    (29,700
    )Sales of marketable securities
    
    
    
    
    
    
    21,500Change in
restricted cash
    
    
    (5,680
    )
    
    
    Cash assumed
from step acquisition of subsidiary
    
    
    366
    
    
    
    Net cash used in investing activities
    
    
    (19,744
    )
    
    
    (17,796
    )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
    
    
    
    
    
    
    31,922Proceeds from exercise of warrants and options
    
    
    252
    
    
    
    392Payment 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
    
    
    212
    
    
    
    31,705Effect of exchange rate changes on cash and cash equivalents
    
    
    (79
    )
    
    
    (42
    )Net increase (decrease) in cash and cash equivalents
    
    
    (16,625
    )
    
    
    14,222Cash and cash equivalents:Beginning of period
    
    
    115,587
    
    
    
    62,139End of period
    
    $
    98,962
    
    
    $
    76,361Supplemental cash flow disclosures:Non cash investing activities:Capital expenditures incurred not yet paid
    
    $
    6,906
    
    
    $
    4,865Stock-based
compensation included in capital expenditures
    
    $
    21
    
    
    $
    Net assets
from step acquisition of subsidiary
    
    $
    1,363
    
    
    $
    Asset basis
adjustment due to expiration of gateway purchase option
    
    $
    161
    
    
    $
    Non cash financing activities -Secondary public offering expenses incurred not yet paid
    
    $
    
    
    
    $
    878
 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
       6




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Concentration of credit risk
   Inventories
 Income taxes
    Recent accounting pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
  7




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Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Business Combinations
 , Disclosures about Derivative Instruments and Hedging
Activities an Amendment of FASB Statement
No. 133 Disclosure About Fair Value of Financial
Instruments
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles
 3. ORBCOMM Japan
   8




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Consolidated Financial
Statements ).
  4. Comprehensive Loss
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net loss
    
    $
    (979
    )
    
    $
    (1,297
    )
    
    $
    (1,513
    )
    
    $
    (4,236
    )Foreign currency translation adjustment
    
    
    (96
    )
    
    
    (44
    )
    
    
    (151
    )
    
    
    (68
    )Comprehensive loss
    
    $
    (1,075
    )
    
    $
    (1,341
    )
    
    $
    (1,664
    )
    
    $
    (4,304
    )
 5. Stock-based Compensation
    9




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Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Stock options
    
    $
    24
    
    
    $
    57
    
    
    $
    48
    
    
    $
    114Restricted stock units
    
    
    719
    
    
    
    904
    
    
    
    1,416
    
    
    
    2,423Stock appreciation rights
    
    
    272
    
    
    
    122
    
    
    
    361
    
    
    
    474Total
    
    $
    1,015
    
    
    $
    1,083
    
    
    $
    1,825
    
    
    $
    3,011
  Time-Based Restricted Stock Units
   Shares
    
    
    Weighted-Average
Grant Date
Fair ValueBalance at January 1, 2008
    
    
    356,538
    
    
    $
    11.20Granted
    
    
    124,551
    
    
    
    5.71Vested
    
    
    (185,008
    )
    
    
    11.09Forfeited or expired
    
    
    
    
    
    
    Balance at June 30, 2008
    
    
    296,081
    
    
    $
    8.96
  Performance-Based Restricted Stock Units
   Shares
    
    
    Weighted-Average
Grant Date
Fair ValueBalance at January 1, 2008
    
    
    179,404
    
    
    $
    12.58Granted
    
    
    129,784
    
    
    
    4.81Vested
    
    
    (61,079
    )
    
    
    12.85Forfeited or expired
    
    
    (110,825
    )
    
    
    12.48Balance at June 30, 2008
    
    
    137,284
    
    
    $
    5.20
  10




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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 June 30, 2008
    
    
    1,141,667
    
    
    $
    5.31
    
    
    
    9.66
    
    
    $
    796Exercisable at June 30, 2008
    
    
    44,444
    
    
    $
    11.00
    
    
    
    8.25
    
    
    $
    Vested and expected to vest at
June 30, 2008
    
    
    1,141,667
    
    
    $
    5.31
    
    
    
    9.66
    
    
    $
    796
  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
    
    
    115,555
    
    
    
    11.00Forfeited or expired
    
    
    (70,945
    )
    
    
    11.00Outstanding at June 30, 2008
    
    
    261,899
    
    
    $
    11.00
    
    
    
    8.95
    
    
    $
    Exercisable at June 30, 2008
    
    
    146,344
    
    
    $
    11.00
    
    
    
    8.38
    
    
    $
    Vested and expected to vest at June 30, 2008
    
    
    261,899
    
    
    $
    11.00
    
    
    
    8.95
    
    
    $
    
  11




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Six months endedJune 30,2008
    
    2007Risk-free interest rate
    
    2.50% to 2.67%
    
    4.93%Expected life (years)
    
    5.50 to 6.00
    
    5.50Estimated volatility factor
    
    43.98%
    
    43.93%Expected dividends
    
    None
    
    None
 2004 Stock Option Plan
  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
    
    
    (47,167
    )
    
    
    3.76Forfeited or expired
    
    
    
    
    
    
    Outstanding at June 30, 2008
    
    
    785,790
    
    
    $
    2.98
    
    
    
    5.65
    
    
    $
    2,138Exercisable at June 30, 2008
    
    
    779,538
    
    
    $
    2.96
    
    
    
    5.64
    
    
    $
    2,133Vested and expected to vest at
June 30, 2008
    
    
    785,790
    
    
    $
    2.98
    
    
    
    5.65
    
    
    $
    2,138
   12




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6. Net Loss per Common Share
   Six months endedJune 30,2008
    
    
    2007Common stock warrants
    
    
    322,560
    
    
    
    831,997Stock options
    
    
    785,790
    
    
    
    958,269RSUs
    
    
    433,365
    
    
    
    553,816SARs
    
    
    1,403,566
    
    
    
    283,9562,945,281
    
    
    
    2,628,038
 7. Satellite Network and Other Equipment
  Useful life
    
    
    June 30,
    
    
    December 31,(years)
    
    
    2008
    
    
    2007Land
    
    
    
    
    
    $
    381
    
    
    $
    381Satellite network
    
    
    5-10
    
    
    
    9,642
    
    
    
    9,463Capitalized software
    
    
    3-5
    
    
    
    1,067
    
    
    
    887Computer hardware
    
    
    5
    
    
    
    1,002
    
    
    
    920Other
    
    
    5-7
    
    
    
    876
    
    
    
    565Assets under construction
    
    
    
    
    
    
    64,691
    
    
    
    45,70677,659
    
    
    
    57,922Less: accumulated depreciation and amortization
    
    
    
    
    
    
    (8,786
    )
    
    
    (8,218
    )$
    68,873
    
    
    $
    49,704
      13




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8. Restricted Cash
    9. Intangible Assets
  June 30, 2008
    
    
    December 31, 2007Useful life
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulated(years)
    
    
    Cost
    
    
    amortization
    
    
    Net
    
    
    Cost
    
    
    amortization
    
    
    NetAcquired licenses
    
    
    6
    
    
    $
    8,115
    
    
    $
    (3,286
    )
    
    $
    4,829
    
    
    $
    8,115
    
    
    $
    (2,543
    )
    
    $
    5,572
   Years ending December 31,Remainder of 2008
    
    $
    7432009
    
    
    1,4862010
    
    
    1,4862011
    
    
    1,114$
    4,829
 10. Accrued Liabilities
  June 30,
    
    
    December 31,2008
    
    
    2007Advances from USCG (See Notes 11 and 15)
    
    $
    
    
    
    $
    7,228Gateway
settlement obligation (See Note 15)
    
    
    
    
    
    
    644Accrued compensation and benefits
    
    
    1,874
    
    
    
    1,821Accrued interest
    
    
    710
    
    
    
    712Accrued professional services
    
    
    747
    
    
    
    425Accrued satellite network and other equipment
    
    
    3,597
    
    
    
    Accrued inventory purchases
    
    
    361
    
    
    
    Other accrued expenses
    
    
    1,597
    
    
    
    1,475$
    8,886
    
    
    $
    12,305
  14




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11. Deferred Revenues
  June 30,
    
    
    December 31,2008
    
    
    2007Professional services
    
    $
    7,228
    
    
    $
    Service activation fees
    
    
    2,684
    
    
    
    1,796Manufacturing license fees
    
    
    68
    
    
    
    75Prepaid services
    
    
    1,259
    
    
    
    1,07111,239
    
    
    
    2,942Less current portion
    
    
    (3,101
    )
    
    
    (1,435
    )Long-term portion
    
    $
    8,138
    
    
    $
    1,507
    12. Note Payable
 
  15




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13. Stockholders Equity
  Shares subjecttoExercise price
    
    Warrants$2.33
    
    
    39,350$3.38
    
    
    25,224$4.26
    
    
    257,986322,560
    SharesEmployee stock compensation plans
    
    
    4,872,221Warrants to purchase common stock
    
    
    322,5605,194,781
 14. Geographic Information
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Unites States
    
    
    75
    %
    
    
    93
    %
    
    
    82
    %
    
    
    91
    %Japan
    
    
    20
    %
    
    
    
    
    
    
    13
    %
    
    
    Other
    
    
    5
    %
    
    
    7
    %
    
    
    5
    %
    
    
    9
    %100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
  15. Commitments and Contingencies
 Procurement agreements in connection with quick-launch satellites
   16




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Procurement agreements in connection with U.S. Coast Guard contract
     17




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##### Table of Contents



Procurement agreement in connection with next-generation satellites
       18




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##### Table of Contents



Gateway settlement obligation
  Airtime credits
  Litigation
  Class Action Litigation
  16.
Subsequent Event
   19




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##### Table of Contents



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
      20




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##### Table of Contents



i.e
 ORBCOMM Japan
   21




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##### Table of Contents



Critical Accounting Policies
  EBITDA
    22




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The following table (in thousands) reconciles our net loss to EBITDA for the periods shown:
 Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net loss
    
    $
    (979
    )
    
    $
    (1,297
    )
    
    $
    (1,513
    )
    
    $
    (4,236
    )Interest income
    
    
    (356
    )
    
    
    (1,339
    )
    
    
    (1,122
    )
    
    
    (2,618
    )Interest expense
    
    
    48
    
    
    
    53
    
    
    
    98
    
    
    
    105Depreciation and amortization
    
    
    663
    
    
    
    596
    
    
    
    1,311
    
    
    
    1,138EBITDA
    
    $
    (624
    )
    
    $
    (1,987
    )
    
    $
    (1,226
    )
    
    $
    (5,611
    )
     Results of Operations
 Revenues
   23




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##### Table of Contents



Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    TotalService revenues
    
    $
    5,757
    
    
    
    74.5
    %
    
    $
    4,217
    
    
    
    63.6
    %
    
    $
    10,612
    
    
    
    78.0
    %
    
    $
    8,167
    
    
    
    64.9
    %Product sales
    
    
    1,967
    
    
    
    25.5
    %
    
    
    2,410
    
    
    
    36.4
    %
    
    
    2,991
    
    
    
    22.0
    %
    
    
    4,421
    
    
    
    35.1
    %$
    7,724
    
    
    
    100.0
    %
    
    $
    6,627
    
    
    
    100.0
    %
    
    $
    13,603
    
    
    
    100.0
    %
    
    $
    12,588
    
    
    
    100.0
    %
   Service revenues
    Product sales
   24




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##### Table of Contents



Costs of services
     Costs of product sales
     25




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##### Table of Contents



Selling, general and administrative expenses
    Product development expenses
     Gain on customer claims settlements
    26




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##### Table of Contents



Other income (expense)
     Pre-control earnings in
subsidiary and minority interest Pre-control earnings in subsidiary and
minority interest relates to earnings that are attributable to the other
shareholder of ORBCOMM Japan. Pre-control earnings in subsidiary comprise of
earnings prior to the change in control, and minority interest comprises of
earnings after the change in control, not attributable to us. For the three and six months ended
June 30, 2008 the pre-control earnings in ORBCOMM Japan were
$0.1 million and minority interest was $0.1 million. Net losses
   Liquidity and Capital Resources
 Overview
  Operating activities
   27




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##### Table of Contents



Investing activities
   Financing activities
   Future Liquidity and Capital Resource Requirements
  Contractual Obligations
 Form 10-K
  28




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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
  29




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##### Table of Contents



Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Business Combinations
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133 Disclosure About Fair Value of
Financial Instruments
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risks
  Concentration of credit risk
    30




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##### Table of Contents



Item 4. Disclosure Controls and Procedures
 Evaluation of the Companys disclosure controls and procedures.
 Internal Control over Financial Reporting.
  31




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Use of Proceeds from Initial Public Offering
  Exercise of Warrants
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Proposal 1
    
    (To elect three Class II directors to three-year terms
expiring at the 2011 annual meeting of shareholders.)
 Votes For
    
    
    Votes WitheldMarc J. Eisenberg
    
    
    31,735,362
    
    
    
    490,554Timothy Kelleher
    
    
    31,737,562
    
    
    
    488,354John Major
    
    
    28,634,291
    
    
    
    3,591,625
 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, 2008.)
 For
    
    Against
    
    Abstain32,126,220
    
    36,985
    
    62,711
  32




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##### Table of Contents



Item 5. Other Information
   
 Item 6. Exhibits
 10.1
    
    
    Amendment of Solicitation/Modification of Contract dated April 14, 2008 amending the
Validation Services Agreement dated as of May 12, 2004 by and between the Company and the U.S.
Coast Guard.*10.2
    
    
    ORBCOMM Generation 2 Procurement Agreement, dated May 5, 2008 between the Company and Sierra
Nevada Corporation.*10.3
    
    
    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.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 1350.32.2
    
    
    Certification of Chief Financial Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350.
 *
    
    Portions of this exhibit have been omitted and filed separately with the Office of the
Secretary of the Securities and Exchange Commission pursuant to a confidential treatment
request.
 
 SIGNATURES
  ORBCOMM Inc.
(Registrant)Date: August 11, 2008
    /s/ Marc J. EisenbergMarc J. Eisenberg,Chief Executive Officer
(Principal Executive Officer)Date: August 11, 2008
    /s/ Robert G. CostantiniRobert G. Costantini,Executive Vice President and Chief Financial Officer
(Principal Financial Officer)  33




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description10.1
    
    
    Amendment of Solicitation/Modification of Contract dated April 14, 2008 amending the
Validation Services Agreement dated as of May 12, 2004 by and between the Company and the U.S.
Coast Guard.*10.2
    
    
    ORBCOMM Generation 2 Procurement Agreement dated May 5, 2008 by and
between the Company and Sierra Nevada Corporation.*10.3
    
    
    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.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 1350.32.2
    
    
    Certification of Chief Financial Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350.
 *
    
    Portions of this exhibit have been omitted and filed separately with the Office of the
Secretary of the Securities and Exchange Commission pursuant to a confidential treatment
request.
  34