United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 2)

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

ORBCOMM INC.

(Exact name of registrant as specified in its charter)

Delaware		41-2118289
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

2115 Linwood Avenue, Fort Lee, New Jersey 07024
(Address of principal executive offices)

(201) 363-4900
(Registrant’s telephone number)

N/A
(Former name, former address and formal fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No þ

The number of shares outstanding of the registrant’s common stock as of November 5, 2009 is 42,455,531.

 

 

EXPLANATORY NOTE

ORBCOMM Inc. (the “Company”) is filing this Amendment No. 3 on Form 10-Q/A (the “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 11, 2009, and as amended by Amendment No. 1 on March 5, 2010 and Amendment No. 2 on July 29, 2010, in response to communications with the SEC in connection with a confidential treatment request with respect to Exhibit 10.1. Item 6 of Part II of Form 10-Q is hereby amended to include a revised redacted version of Exhibit 10.1.

The new Exhibit 10.1 is the only change being made to the Company’s Form 10-Q/A as filed on July 29, 2010. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q/A or modify or update any related or other disclosures.

TABLE OF CONTENTS

Item 6. Exhibits
PART II. OTHER INFORMATION
SIGNATURES
Exhibit Index
Exhibit 10.1
Exhibit 31.5
Exhibit 31.6

Item 6. Exhibits

PART II. OTHER INFORMATION

Exhibit
No.		Description
* †† 10.1		Falcon 1e Commercial Launch Services Agreement, dated August 28, 2009 between the Company and Space Exploration Technologies Corporation.
** 31.1		Certification of Chief Executive Officer and President required by Rule 13a-14(a).
** 31.2		Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a).
** 31.3		Certification of Chief Executive Officer and President required by Rule 13a-14(a).
** 31.4		Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a).
* 31.5		Certification of Chief Executive Officer and President required by Rule 13a-14(a).
* 31.6		Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a).
*** 32.1		Certification of Chief Executive Officer and President required by Rule 13a-14(b) and 18 U.S.C. Section 1350.
*** 32.2		Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) and 18 U.S.C. Section 1350.

SIGNATURES

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

Exhibit Index

Exhibit
No.		Description
†† 10.1		Falcon 1e Commercial Launch Services Agreement, dated August 28, 2009 between the Company and Space Exploration Technologies Corporation.
31.5		Certification of Chief Executive Officer and President required by Rule 13a-14(a).
31.6		Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a).