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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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
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ORBCOMM GLOBAL, L.P.
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(Exact name of registrant as specified in its charter)
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DELAWARE 333-11149 4-1698039
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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2455 HORSE PEN ROAD, SUITE 100
HERNDON, VIRGINIA 20171
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 406-6000
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
By letter dated April 22, 1999, KPMG LLP (KPMG) notified the
Registrant 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 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 fees paid by international
service providers on the occurrence of certain events. KPMG's
proposal was to recognize this revenue over the term of the relevant
license agreement. The Registrant is recognizing this revenue over
the term of the relevant license agreement 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.
In each case, the Registrant has authorized KPMG to respond fully to
the inquiries, if any, of its subsequent auditors concerning these matters.
Also, 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 (SEC).
The Registrant has requested KPMG to issue a letter to the SEC
stating whether it agrees with the above statements. The Registrant will file
such letter as an amendment to this Current Report on Form 8-K.
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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: April 29, 1999 By
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Scott L. Webster Chairman and Chief
Executive Officer
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