Form 8-K ORBCOMM Inc. For: Jan 16

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January 20, 2015 8:46 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 16, 2015

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ORBCOMM Inc.

(Exact Name of Registrant as Specified in Charter)

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Delaware

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001-33118

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41-2118289

(State or Other Jurisdiction

of Incorporation)

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(Commission

File Number)

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(IRS Employer

Identification No.)

395 W. Passaic Street

Rochelle Park, New Jersey 07662

(Address of Principal Executive Offices) (Zip Code)

(703) 433-6300

(Registrant�s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On January 16, 2015, the Company made borrowings in the principal amount of $10,000,000 under the additional acquisition term loan facility under the Credit Agreement with Macquarie CAF LLC, the proceeds of which were used to pay a portion of the Closing Consideration for the InSync Acquisition described under Item 8.01.

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Item�8.01

Other Events.

On January 16, 2015, ORBCOMM Inc. (�ORBCOMM or the �Company�), IDENTEC Group AG (�IDENTEC�) and InSync Software, Inc. (�InSync�) entered a Stock Purchase Agreement, dated as of January 16, 2015 (the �Purchase Agreement�), pursuant to which ORBCOMM purchased all the issued and outstanding stock of InSync from IDENTEC (the �InSync Acquisition�). InSync is a premier provider of Internet of Things (IoT) enterprise solutions across a broad spectrum of vertical markets, applications and customers. Headquartered in San Jose, CA, InSync�s software powers global sensor-driven asset tracking and remote monitoring applications that allow end users, managed service providers and independent software vendors to increase asset visibility, improve operational efficiencies and reduce risk.

The consideration paid by ORBCOMM at the closing of the InSync Acquisition was $11,000,000 in cash (the �Closing Consideration�), which is comprised of various components and subject to net working capital adjustments, of which $1,320,000 was deposited in escrow with a third party escrow agent, which will be available to pay certain indemnification obligations of IDENTEC to ORBCOMM.

In addition to the Closing Consideration, contingent consideration is payable by ORBCOMM if InSync revenues for the one year period after the closing (the �Earnout Period�) are in excess of specified threshold amounts. In that event, ORBCOMM has agreed to pay to IDENTEC an amount equal to (i)�$2,500,000 in cash if InSync�s revenue for the Earnout Period is in excess of the lower specified threshold amount; and (ii)�an additional $2,500,000 in cash if InSync�s revenue for the Earnout Period is in excess of the higher specified threshold amount.

The Company funded the Closing Consideration through a combination of cash on hand and additional borrowings under its credit agreement entered into on September�30, 2014 (the �Credit Agreement�) with Macquarie CAF LLC as described above in Item�2.03.

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Item�9.01.

Financial Statements and Exhibits.

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99.1	��	Press Release of the Company dated January�20, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

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Date: January 20, 2015	�	�	ORBCOMM INC.

	�	�	By:	�	/s/ Robert G. Costantini
	�	�	Name:	�	Robert G. Costantini
	�	�	Title:	�	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

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Exhibit Number	��	Description of Exhibit

99.1	��	Press Release of the Company dated January 20, 2015.

Exhibit 99.1

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LOGO

ORBCOMM ACQUIRES INSYNC SOFTWARE

Adds highly adaptable web platform to broad portfolio of M2M solutions

Enables rapid deployment of network services and products by end users and resellers

across multiple vertical markets

Rochelle Park, NJ, January�20, 2015 � ORBCOMM Inc. (Nasdaq: ORBC), a leading global provider of Machine-to-Machine (M2M) solutions, today announced that it�has completed the acquisition of�InSync Software, Inc. (InSync), a�premier�provider�of�Internet of Things (IoT)�enterprise�solutions�across a broad spectrum of�vertical markets, applications and customers. Headquartered�in San Jose, CA,�InSync�s software powers�global�sensor-driven asset tracking�and remote monitoring�applications�that�allow end�users, managed service providers and�independent software vendors�to increase asset visibility, improve operational efficiencies and reduce risk.

The acquisition of�InSync�supports�ORBCOMM�s strategy to provide the most complete set of�applications�and capabilities in the�M2M�industry, while broadening ORBCOMM�s market access to a wide range of industries. With the addition of�InSync�s�versatile, turn-key software applications, ORBCOMM�will�enable its customers to�rapidly build�and deploy�M2M and IoT enterprise solutions in�core�markets including transportation�& distribution,�cold chain,�warehousing, supply chain, yard management, and manufacturing.�ORBCOMM�s�new and existing�customers will�benefit from InSync�s�high-performance�enterprise system adaptors and interfaces, which�enable�software solutions to be integrated with�existing�enterprise systems quickly and easily for maximum cost savings and immediate Return on Investment (ROI).�In addition,�ORBCOMM will expand InSync�s uniform software platform that currently leverages RFID, cellular and sensor technologies to include satellite technology. InSync�s current customers include Iron Mountain, Dell SonicWALL, Gates Global LLC and Emerson Electric, Co.

�InSync is a best-in-class application builder, and their�advanced enterprise solutions�will help our�resellers and solutions providers reduce development costs and time to market�while�delivering�powerful IoT solutions to end users in key�vertical�markets,� said Marc Eisenberg, ORBCOMM�s Chief Executive Officer. �In addition,�InSync brings an impressive base of customers and adds significant capabilities to ORBCOMM�s software team.�

ORBCOMM acquired InSync from�privately-held�IDENTEC GROUP AG. InSync has�47 employees divided between the U.S. and South Asia, including a development center in Hyderabad, India,�bringing�enhanced�web development capabilities and�proven�technology to ORBCOMM.

This�transaction closed on January�16, 2015.�For additional information, please refer to ORBCOMM�s SEC filing on Form 8-K regarding this transaction.

About ORBCOMM Inc.

ORBCOMM is a global provider of Machine-to-Machine (M2M) solutions. Its customers include Caterpillar Inc., Doosan Infracore America, Hitachi Construction Machinery, Hyundai Heavy Industries, I.D. Systems, Inc., Komatsu Ltd., Cartrack (Pty.) Ltd., and Volvo Construction

LOGO

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Equipment, among other industry leaders. By means of a global network of low-earth orbit (LEO) satellites and accompanying ground infrastructure as well as our Tier One cellular partners, ORBCOMM�s low-cost and reliable two-way data communication services track, monitor and control mobile and fixed assets in our core markets: commercial transportation; heavy equipment; industrial fixed assets; marine; and homeland security.

ORBCOMM is an innovator and leading provider of tracking, monitoring and control services for the transportation market. Under its ReeferTrak^�, GenTrak^TM, GlobalTrak^�, and CargoWatch^� brands, the company provides customers with the ability to proactively monitor, manage and remotely control their cold chain and dry transport assets. Additionally, ORBCOMM provides Automatic Identification System (AIS) data services for vessel tracking and to improve maritime safety to government and commercial customers worldwide. ORBCOMM is headquartered in Rochelle Park, New Jersey and has its Innovation�& Network Control Center in Sterling, Virginia. For more information, visit www.orbcomm.com.

About InSync Software, Inc. and IDENTEC GROUP AG

InSync was a subsidiary of IDENTEC GROUP AG. IDENTEC GROUP AG is a leading, advanced RFID solutions provider that capitalizes and grows companies in global business-to-business and business-to-consumer RFID markets. Recognized worldwide for their patented, award-winning RFID solutions in more than 16 different industries, IDENTEC GROUP member companies develop and market innovative RFID solutions that identify, measure, track and trace assets and people across the value chain, delivering actionable information through the cloud.

Forward-Looking Statements

Certain statements discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning the Company�s expectations, are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from the results, projected, expected or implied by the forward-looking statements, some of which are beyond the Company�s control, that may cause the Company�s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, specific consideration should be given to various factors described in Part I, Item�1A. �Risk Factors� and Part II, Item�7. �Management�s Discussion and Analysis of Financial Condition and Results of Operations,� and elsewhere in our Annual Report on Form 10-K for the year ended December�31, 2013, Item�8.01 of our Current Report on Form 8-K dated November�6, 2014, and other documents, on file with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

LOGO

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Contacts

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Investor Inquiries:

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Financial Media:

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Robert Costantini

Chief Financial Officer

ORBCOMM Inc.

703-433-6305