8-KCorporate ChangesExhibits & Filings

Globalstar, Inc. 8-K Report, Bylaw Amendment (Apr 16, 2019)

Filed April 16, 2019For Securities:GSAT

Summary

Globalstar, Inc. (GSAT) filed an 8-K on April 16, 2019, primarily to report the effectiveness of amendments to its Certificate of Incorporation and Bylaws. These changes, referred to as the "Settlement Amendments," stem from a settlement agreement reached in September 2018 concerning shareholder litigation. The amendments were approved by the Board of Directors and the Majority Stockholder, and have now become effective, with the Certificate of Incorporation amendment effective April 11, 2019, and the Bylaw amendment effective immediately thereafter. These corporate governance changes are the culmination of a legal settlement with parties including Mudrick Capital Management, L.P. and Warlander Asset Management. While the specific details of the corporate governance changes are not fully elaborated in this 8-K beyond referencing the incorporated documents, investors should note that these amendments are a direct result of a resolved shareholder dispute. The company has provided access to the full text of the amended Certificate of Incorporation and Bylaws via prior filings and exhibits.

Key Highlights

  • 1Effective April 11, 2019, Globalstar's Certificate of Incorporation has been amended as per a settlement agreement.
  • 2Globalstar's Bylaws were also amended, becoming effective immediately after the Certificate of Incorporation amendment.
  • 3These amendments are a result of a settlement agreement reached in September 2018 concerning shareholder litigation.
  • 4The settlement involved plaintiffs Mudrick Capital Management, L.P. and Warlander Asset Management, along with Globalstar, its Board, Thermo Capital Partners LLC, and management.
  • 5The "Settlement Amendments" are related to corporate governance changes.
  • 6The Board of Directors and the Majority Stockholder have both approved the necessary amendments.

Frequently Asked Questions

The main purpose of this 8-K filing is to officially report that the amendments to Globalstar, Inc.'s Certificate of Incorporation and Bylaws, agreed upon as part of a settlement to resolve shareholder litigation, have become effective.

The 'Settlement Amendments' are changes to Globalstar's corporate governance documents (Certificate of Incorporation and Bylaws) that were agreed upon to settle a lawsuit filed by shareholders, including Mudrick Capital Management, L.P. and Warlander Asset Management.

The amendment to the Certificate of Incorporation became effective on April 11, 2019. The amendment to the Bylaws became effective immediately after that.

The full text of the Second Amended and Restated Certificate of Incorporation and the Fourth Amended and Restated Bylaws, which incorporate the Settlement Amendments, are referenced in prior SEC filings (like the Information Statement on Schedule 14C filed March 11, 2019) and Exhibit 3.1 of this 8-K filing.