Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of
Report: June 5, 2008
ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
0-52006
(Commission
File
Number)
|
98-0221142
(IRS Employer
Identification #)
|
| |
|
|
|
Plaza
America Tower I
11700
Plaza America Drive, Suite 1010
Reston,
Virginia
(Address
of Principal Executive Offices)
|
20190
(Zip
Code)
|
(703)
964-1400
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre
commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
| Item
1.01 |
Entry
into a Material Definitive
Agreement
|
On
June
5, 2008, ICO Global Communications (Holdings) Limited (“Company”) entered into a
Securities Purchase Agreement (“Agreement”) with a small group of institutional
investors (“Purchasers”). Pursuant to the terms of the Agreement, the Company
will issue an aggregate of 6,515,697 shares of its Class A Common Stock, par
value $0.01 per share (“Shares”), for aggregate gross proceeds to the Company of
$23,500,000. The closing of this transaction (“Closing”) is scheduled to occur
on June 9, 2008. The Purchasers represented they are each an “accredited
investor” (as such term is defined in the rules promulgated under the Securities
Act of 1933, as amended (“Act”)).
Pursuant
to the terms of the Agreement, the Company is required to file a registration
statement relating to the offer and sale of the Shares by the Purchasers not
later than 30 days after Closing. The
Company is also obligated to use commercially reasonable efforts to cause the
registration statement to be declared effective as promptly as practicable
and
no later than 75 days after filing.
The
Purchasers include investment funds associated with Highland Capital Management,
L.P. (“Highland”). Prior to these funds’ purchase of 4,158,955 shares of Class A
Common Stock, Highland beneficially owned 37,911,625 Shares of Class A Common
Stock, according to Highland’s Form 4 filed with the Securities and Exchange
Commission on April 29, 2008. Following the Closing, Highland now beneficially
owns 42,070,580 shares of Class A Common Stock, representing an economic
interest of approximately 18.97% and a voting interest of approximately 5.85%.
A
form of
the Agreement is filed as Exhibit 10.1 to this report. The foregoing description
of the Agreement is qualified in its entirety by reference to the
Agreement.
| Item
3.02 |
Unregistered
Sales of Equity
Securities.
|
Please
see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated
herein by reference, for a description of the terms of the issuance of the
Shares. The Shares were issued in reliance on the exemption from registration
provided by Section 4(2) of the Act, on the basis that their issuance did not
involve a public offering, no underwriting fees or commissions were paid by
the
Company in connection with the sale, and the Purchasers represented that they
are each an “accredited investor,” as defined in the Act.
On
June
6, 2008, the Company issued a press release announcing the sale of the Shares
to
the Purchasers. A copy of the press release is attached hereto as Exhibit
99.1.
| Item
9.01 |
Financial
Statements and Exhibits.
|
(d)
Exhibits.
| |
10.1 |
Form of Securities
Purchase
Agreement. |
| |
99.1 |
Press Release dated
June 6,
2008. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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|
|
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ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED(Registrant)
|
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June
6, 2008
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By: |
/s/ John
L.
Flynn |
| |
John
L. Flynn
Executive
Vice President, General Counsel
and
Corporate Secretary
|