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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
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Date of Report (Date of earliest
event reported) September 9, 1998
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Iridium World Communications Ltd.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Bermuda 0-22637 52-2025291
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
(441)295-5950
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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Iridium LLC
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-22637-01 52-1984342
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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Iridium Operating LLC
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-22637-02 52-2066319
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Iridium Capital Corporation
(Exact name of registrant as specified in its charter)
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Delaware 333-31741-03 52-2048739
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium IP LLC
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-31741-01 52-2048736
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Roaming LLC
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-31741-02 52-2048734
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Iridium Facilities Corporation
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-44349-04 52-2083969
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
</TABLE>
1575 Eye Street, N.W., Washington, DC 20005
(202) 408-3800
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Item 5. Other Events
On September 9, 1998, Iridium LLC issued a press release, a copy
of which is attached as Exhibit 99.1 hereto. The attachment contains
forward looking statements, including the date of commencement of full
commercial service, satellite maintenance launch schedule, the expected
progress of improvements in service delivery (including voice quality,
service registration, call completion, dropped call and other service
measurements), expected operational and software improvements, the
transition to commercial service, completion of gateways, handset
production schedules and volumes and the schedule of advertising and
other marketing programs. These forward looking statements are based
on a number of assumptions, and actual results may be materially
different. Some of the factors which have affected Iridium's results
in the past and that could cause results to be materially different
from such forward looking statements are discussed in the attachment.
For a further description of factors which may cause results for
Iridium to be materially different from those expressed or implied by
such forward looking statements, consult "Certain Factors Which May
Affect Forward Looking Statements" filed as Exhibit 99 to the Annual
Report on Form 10-K of Iridium World Communications Ltd. ("IWCL") and
Iridium LLC for the fiscal year ended December 31, 1997 and Exhibit
99.1 to the Quarterly Report on Form 10-Q of IWCL and Iridium LLC for
the quarter ended June 30, 1998, which are incorporated herein by
reference. Please see the attached press release.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) The following exhibits are filed herewith.
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Exhibit Number Description
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99.1 Press release dated September 9, 1998.
99.2 Certain Factors Which May Affect Forward Looking
Statements: Incorporated by reference to Exhibit 99 to the
Annual Report on Form 10-K of Iridium World Communications
Ltd. ("IWCL") and Iridium LLC for the fiscal year ended
December 31, 1997.
99.3 Certain Factors Which May Affect Forward Looking
Statements: Incorporated by reference to Exhibit 99.1 to
the Quarterly Report on Form 10-Q of IWCL and Iridium LLC
for the quarter ended June 30, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, each registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
IRIDIUM WORLD COMMUNICATIONS LTD.
By /s/ Edward F. Staiano
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Name: Edward F. Staiano
Title: Chief Executive Officer
IRIDIUM LLC
By /s/ F. Thomas Tuttle
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM OPERATING LLC
By /s/ F. Thomas Tuttle
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM CAPITAL CORPORATION
By /s/ F. Thomas Tuttle
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Name: F. Thomas Tuttle
Title: Secretary
IRIDIUM ROAMING LLC
By /s/ F. Thomas Tuttle
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Name: F. Thomas Tuttle
Title: acting secretary
IRIDIUM IP LLC
By /s/ F. Thomas Tuttle
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Name: F. Thomas Tuttle
Title: acting secretary
IRIDIUM FACILITIES CORPORATION
By /s/ F. Thomas Tuttle
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Name: F. Thomas Tuttle
Title: Secretary
Date: September 9, 1998
2
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release dated September 9, 1998.
99.2 Certain Factors Which May Affect Forward Looking
Statements: Incorporated by reference to Exhibit 99 to the
Annual Report on Form 10-K of Iridium World Communications
Ltd. ("IWCL") and Iridium LLC for the fiscal year ended
December 31, 1997.
99.3 Certain Factors Which May Affect Forward Looking
Statements: Incorporated by reference to Exhibit 99.1 to
the Quarterly Report on Form 10-Q of IWCL and Iridium LLC
for the quarter ended June 30, 1998.
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[IRIDIUM LETTERHEAD]
FOR IMMEDIATE RELEASE
IRIDIUM TO BEGIN LOADING SUBSCRIBERS SEPTEMBER 23
Two Thousand Select Customers Will be First to Use Worldwide Wireless Service
(NASDAQ: IRIDF)
(Washington, D.C. - September 9, 1998) Following eleven years of design,
development and implementation, Iridium LLC announced that the Iridium system
will be introduced to a limited number of subscribers worldwide beginning on
September 23, 1998. Two thousand handsets will be distributed to individual,
corporate and government customers in a controlled service rollout intended to
refine system performance and quality. Full commercial service - including
messaging and paging - will commence November 1, 1998.
"We are on the cusp of delivering the most extensive wireless capability the
world has ever seen," said Edward F. Staiano, Iridium LLC Vice Chairman and
CEO. "We'll use the time between now and the full commercial launch of service
to learn from a controlled subscriber base, and will apply this insight to
enhance the level of service
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we provide to our customers. We have been very pleased with the voice quality
and are working to improve operational stability of the network," he continued.
The Iridium satellite constellation, network control facilities, gateways,
billing infrastructure and inter-protocol cellular roaming facility have been
undergoing integration and testing in preparation for subscriber loading.
Regulatory and licensing progress in the past few months, including a landmark
International Telecommunications Union accord facilitating transborder movement
of subscriber equipment, has substantially advanced Iridium service availability
across the planet.
The August launch of two Iridium satellites aboard a Long March IIc launch
vehicle, and yesterday's successful launch of five Iridium satellites on a Delta
II launch vehicle, replace satellites that had experienced anomalies during the
deployment phase of the constellation. Three of the seven satellites fill gaps
in the operational constellation, while four will serve as spares for future
constellation replenishment. Altogether, Iridium has orbited 79 satellites
aboard seventeen launch vehicles in sixteen months, completing the most
ambitious launch program in history, and orbiting the world's largest satellite
network. An October Delta launch is scheduled
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for constellation replenishment and sparing. Additional planned replenishment
launches will take place over time to maintain the constellation.
Service delivery, including voice quality, service registration, call
establishment, call completion, dropped call, and other service measurements,
are improving day-by-day, with ongoing operational and software improvements
continually enhancing performance.
"Iridium's premium service image must be substantiated through the delivery of
high quality service and superior system functionality," said Mauro Sentinelli,
Executive Vice President of Marketing and Distribution. "With operational
execution improving steadily, system performance measurements trending upward,
and voice quality already meeting and exceeding expectations, commercial launch
on November 1 will be a smooth transition from trial subscribers to paying
customers," he continued.
Commercial grade software has been loaded in all the satellites. The
constellation is fully crosslinked, enabling call handoff between and among
satellites and network control data flow. Network control facilities in the
United States and Italy are
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continually managing and monitoring system performance through telemetry and
control facilities located in Hawaii, Canada, and Iceland.
Iridium's cellular roaming infrastructure has been designed, implemented and
tested to enable subscribers to roam onto Iridium partners' terrestrial cellular
networks while maintaining a single wireless telephone number.
Eleven of twelve Iridium gateways are now operating twenty-four hours a day,
seven days a week. The China gateway is currently being validated and is
expected to be operational in October. The Iridium billing clearinghouse,
Iridium gateway business offices, and service providers and roaming partners
around the world are processing call detail records and exchanging subscriber
account information to enable subscriber activation.
Iridium telephones are being manufactured at Motorola and Kyocera factories with
1998 volumes to reach more than 100,000. Kyocera remains behind schedule on
equipment manufacture due to software development delays. Hardware production,
however, is underway and is expected to yield substantial volumes once software
development issues are resolved. Motorola and Kyocera telephones have been
certified for type approval in the United States and Europe, along with the
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other countries that recognize these approvals. In addition, Kyocera equipment
has been type approved in Japan with Motorola type approval anticipated
shortly. Brightpoint, Inc. is distributing throughout Iridium sales channels
Iridium handheld telephones, mobile and fixed terminals, pagers, and product
accessories including batteries, solar chargers, mobile and fixed-mounted
antennas and other products.
More than 295 distribution agreements have been negotiated with service
providers and roaming partners serving more than 100 million subscribers in 122
countries and territories. 113 distribution partners will complete integration
to accept Iridium customers roaming onto their networks and to enable their
subscribers to roam onto the Iridium system and other partner networks by
November 1.
To date, Iridium has received service authorizations in nearly 100 countries and
territories and expects to increase service availability to more than 150
countries by year end. Iridium products will be the first commercial products
to carry the newly approved International Telecommunications Union "mark",
intended to enable subscribers to carry Iridium products into, and out of,
countries without experiencing customs difficulty.
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Advertising, direct mail, affinity, and sponsorship marketing programs are
underway worldwide and will be accelerating throughout the balance of 1998.
Direct sales forces targeting corporate, industrial and government customers are
actively engaging prospects and negotiating service contracts.
Iridium Global Customer Care facilities in the United States, the Netherlands,
and Australia, are operating every day, around the clock, to accommodate sales
activities and to provide subscriber service assistance.
Iridium LLC is developing and commercializing a global wireless communications
network that will combine the worldwide reach of 66 low-earth orbit satellites
with land-based wireless systems to enable customers to communicate using
handheld telephones and pagers virtually anywhere in the world. Iridium World
Communications (NASDAQ: IRIDF) is the public investment vehicle of Iridium LLC.
This release contains forward-looking statements, including statements regarding
schedules for commencement of service and commercial operation of the Iridium
system. These forward-looking statements are based on a number of assumptions
and actual results may be materially different from those expressed or implied
by such statements. For a description of factors which may cause results for
Iridium to
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differ materially from those expressed or implied by such forward-looking
statements, please consult the Securities and Exchange Act filings of Iridium
World Communications Ltd. (Nasdaq: IRIDF).
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