<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) APRIL 22, 1999
-------------------------------
ORBCOMM GLOBAL, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-11149 54-1698039
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2455 HORSE PEN ROAD, SUITE 100 HERNDON, VIRGINIA 20171
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 406-6000
----------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
By letter dated April 22, 1999, KPMG LLP (KPMG) notified the Registrant
(sometimes referred to herein as the "Company") that it had resigned as the
Registrant's auditors. In the same letter KPMG notified the Registrant that it
was resigning as the auditors for two of the Registrant's affiliates - ORBCOMM
USA, L.P. and ORBCOMM International Partners, L.P.
KPMG's reports on the Registrant's, ORBCOMM USA's and ORBCOMM
International's financial statements for the years ended December 31, 1997 and
December 31, 1998 contained no adverse opinion or disclaimer of opinion, and
were not qualified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Registrant's financial statements
for the two years ended December 31, 1998 and through April 22, 1999, there were
no disagreements between the Registrant and KPMG on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of KPMG
would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports on the financial statements for
such periods, except as follows:
1. With respect to the audited financial statements of the
Registrant for the year ended December 31, 1998, KPMG
expressed a disagreement with management over management's
proposed recognition of revenue with respect to certain
license fees paid by international service providers. Under
the Company's contracts with its international service
providers, a provider typically pays the Company a
non-refundable license fee paid at the time the agreement
is signed or on the achievement of certain milestones (i.e.
satellite launch, receipt of regulatory approval, passage
of time), and also pays the Company a monthly satellite
usage fee over the life of the contract, which is usually
ten years. The Company proposed to record as revenue the
entire amount of the non-refundable license fee received
from the service provider on the occurrence of certain
events. KPMG disagreed with that proposal and advised the
Company that the license fee should be recognized as
revenue ratably over the life of the contract (which is
usually ten years). The Company ultimately adopted the
accounting treatment for these contracts which was in
accordance with KPMG's position.
2. With respect to the audited financial statements of the
Registrant for the year ended December 31, 1998, KPMG
expressed a disagreement with management over management's
position that the Registrant was no longer a development
stage enterprise. KPMG's position was that the Registrant
was still a development stage enterprise for the audited
period. The Registrant is presented in such financial
statements as a development stage enterprise in accordance
with KPMG's position.
The audit committee of the Registrant was advised of the resolution of
these matters.
On June 21, 1999, the Registrant engaged Arthur Andersen LLP ("Arthur
Andersen") as its independent auditor to audit the Registrant's consolidated
financial statements for the year ended December 31, 1999, and to audit the
financial statements of two of its affiliates, ORBCOMM USA, L.P. and ORBCOMM
International Partners, L.P., for the year ended December 31, 1999. During the
two most recent fiscal years of the Registrant, and during the subsequent
interim period preceding the engagement of Arthur Andersen, neither the
Registrant nor anyone on its behalf consulted with Arthur Andersen regarding (a)
the application of accounting principles to any transactions, either completed
or proposed, or the type of audit opinion that might be rendered on the
Registrant's financial statements, or (b) the matters that were the subject of
the disagreements described in the numbered paragraphs above. Neither any
written report nor any oral advice was provided to the Registrant by Arthur
Andersen regarding any of the above.
The Registrant has requested that KPMG issue a letter to the Securities
and Exchange Commission stating whether it agrees with the above statements. The
Registrant has also requested that Arthur Andersen issue a letter to the
Securities and Exchange Commission stating whether it agrees with the above
statements. The Registrant has filed these letters as exhibits to this Form
8-K/A.
<PAGE> 3
the Securities and Exchange Commission stating whether it agrees with the above
statements. The Registrant has filed these letters as exhibits to this Form
8-K/A.
The Registrant has authorized KPMG to respond fully to the inquiries,
if any, of its subsequent auditors concerning these matters.
During the aforementioned period, there occurred no "reportable event"
within the meaning of Item 304(a)(1)(v) of Regulation S-K of the Securities and
Exchange Commission.
2
<PAGE> 4
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable
(c) EXHIBITS. The following exhibits are filed with this report:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Exhibit No. Description
- ----------- -----------
- --------------------------------------------------------------------------------
<S> <C>
16.1 Letter from KPMG LLP to the Securities
and Exchange Commission regarding
the Registrant's Form 8-K/A filed
on June 28, 1999
- --------------------------------------------------------------------------------
16.2 Letter from Arthur Andersen to the
Securities and Exchange Commission
regarding Registrant's Form 8-K/A
filed on June 28, 1999
- --------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
ORBCOMM GLOBAL, L.P.
Date: June 28, 1999 By: /s/ MARY ELLEN SERAVALLI
------------------- --------------------------
Mary Ellen Seravalli, Esq.
Senior Vice President,
General Counsel and Secretary
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Exhibit No. Description
- ----------- -----------
- --------------------------------------------------------------------------------
<S> <C>
16.1 Letter from KPMG LLP to the Securities
and Exchange Commission re:
the Registrant's Form 8-K/A filed on
June 28, 1999
- --------------------------------------------------------------------------------
16.2 Letter from Arthur Andersen to the
Securities and Exchange Commission
regarding the Registrant's Form
8-K/A filed on June 28, 1999
- --------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 1
Exhibit 16.1
June 28, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for ORBCOMM Global, L.P. and two of its
affiliates, ORBCOMM USA, L.P. and ORBCOMM International, L.P. and, under the
date of March 30, 1999, we reported on the consolidated financial statements of
the Company as of and for the years ended December 31, 1998 and 1997. On April
22, 1999, we resigned as principal accountants. We have read the Company's
statements included under Item 4 of its Form 8-K/A dated June 28, 1999, and we
agree with such statements.
Very truly yours
KPMG LLP
Washington, DC
3
<PAGE> 1
Exhibit 16.2
June 28, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
On June 21, 1999, ORBCOMM Global, L.P. ("ORBCOMM") engaged us as its independent
auditor to audit its consolidated financial statements and to audit the
financial statements of two of its affiliates, ORBCOMM USA, L.P. and ORBCOMM
International Partners, L.P., for the year ended December 31, 1999. We have read
ORBCOMM's statements related to our engagement as ORBCOMM's independent auditors
included in the fifth paragraph under Item 4 of its Form 8-K/A dated June 28,
1999, and we agree with such statements.
Very truly yours
Arthur Andersen LLP
Vienna, Virginia
