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 (Date of earliest event reported):  November 10, 2008

GLOBALSTAR, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (408) 933-4000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On November 10, 2008, Globalstar, Inc. issued a press release to report 2008 third quarter financial results. The text of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

99.1         Press release dated November 10, 2008

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SIGNATURES

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.

Date: November 10, 2008

3

Exhibit 99.1

461 SO. MILPITAS BLVD.

MILPITAS CA

95035 USA

NEWS

For Immediate Release

GLOBALSTAR SUBSCRIBER BASE GROWS TO NEARLY 330,000 - COMPANY ANNOUNCES THIRD QUARTER RESULTS FOR 2008

Globalstar continues to add SPOT customers and points of distribution during the quarter and begins crucial production assembly and testing of new second-generation satellites

MILPITAS, CA. —  (November 10, 2008) – Globalstar, Inc. (NASDAQ:GSAT), a leading provider of mobile satellite voice and data services to businesses, government and individuals, today announced its financial and operational results for the three and nine-month periods ended September 30, 2008.

Second Quarter Key Company Highlights:

·                  For the second consecutive quarter Globalstar continued to significantly grow its subscriber base and exhibit low retail churn.  The Company completed the third quarter of the year with 329,388 subscribers or about 13,500 more than it had at June 30, 2008.  This represents an increase of about 80 percent over the approximately 7,600 net subscribers added during the third quarter of 2007.  During the first three quarters of 2008, Globalstar added approximately 45,300 subscribers compared to the approximately 22,500 subscribers added during the same nine-month period in 2007.

·                  Consumer retail acceptance of the SPOT Satellite Messenger™ continued to grow throughout the United States and Canada during the third quarter.  The Company surpassed its quarterly distribution target by expanding to over 6,200 points of distribution.

·                  On August 26^th Globalstar announced that satellite manufacturer Thales Alenia Space had begun production assembly and testing of the first Globalstar second-generation satellites. The latest updates were presented to members of the media and investment community at the Thales Alenia Space manufacturing facility located in Cannes, France. The new satellites, scheduled for delivery beginning next June, will be used to provide Globalstar’s next-generation of advanced mobile satellite voice and data services.

“With just over seven months to go before we are scheduled to take delivery of the first of our second-generation satellites, we are pleased to once again significantly grow our customer base and maintain our position as the world’s largest MSS provider of voice and data services,” said Jay Monroe, Chairman and CEO of Globalstar, Inc.  Mr. Monroe added, “It was also important for our investors and members of the media to see our satellites being manufactured.  The presentations by Thales Alenia Space, Arianespace and ourselves clearly demonstrated that we’re on track to meet our second-generation satellite launch schedule and we remain on budget and on schedule to roll out our next generation of advanced wireless voice and data services.”

Additional Quarterly Highlights:

·                  Globalstar subsidiary SPOT LLC received the prestigious 2008 Wall Street Journal Technology Innovation Award for the SPOT Satellite Messenger.  The innovative handheld satellite-based personal safety, messaging and tracking device was named this year’s winner of the Consumer Electronics category. This marks the sixth industry award for the SPOT Satellite Messenger since its introduction in November of 2007.  Judges looked for innovations that broke new ground in their field and demonstrated a measurable impact.

·                  In August the Company enhanced the LBS (location-based services) and social networking utility for the SPOT Satellite Messenger by announcing its integration with Yahoo! Fire Eagle.  Fire Eagle is an open platform that helps users take their location to the web by sharing their location information with other sites and services online while keeping full control over their data and privacy. The Fire Eagle integration specifically enables SPOT Satellite Messenger users the ability to publish their adventure geotags or location coordinates to the web, sharing their location with their favorite services and increasingly popular social networking sites.

·                  Renewable Energy Systems Americas Inc. (RES Americas), a leader in the development and construction of renewable wind energy projects signed an agreement to transmit wind measurement and other remote monitoring data from prospective wind farm locations to their backoffice using the Globalstar satellite network.

·                  On September 30, 2008, a consolidated securities class action lawsuit against Globalstar and certain of its officers, stemming from the Company’s initial public offering, was dismissed with prejudice by the United States District Court for the Southern District of New York.  The case, Ladman Partners, Inc. v. Globalstar, Inc. et al No. 07 Civ. 0976 (LAP), USDC SDNY, was filed in 2007.  Plaintiff has appealed the dismissal.

“Recognition by The Wall Street Journal for introducing the most innovative consumer electronics product in 2008 emphasizes our consumer retail market potential and further differentiates Globalstar from our MSS competitors,” said Tom Colby, Chief Operating Officer of Globalstar, Inc.  Mr. Colby added, “We expect to introduce other innovative products for the retail marketplace as we prepare for next year’s launch of our second-generation satellites.  Our next-generation network will provide long-term support for future Globalstar products and services and combined with our next-gen of interface chipsets, will enable us to seek out potential partners looking to integrate affordable ubiquitous coverage into their future handsets and mobile internet devices.”

Additional Post Quarter Highlights:

·                  In early November Globalstar announced that the U.S. Federal Communications Commission (FCC) had issued an Order and Authorization modifying Globalstar’s authority to offer Ancillary Terrestrial Component (ATC) services in the United States. This modification permits Globalstar’s spectrum to be used to deploy wireless WiMAX services to over 500 rural American communities that currently do not have adequate access to terrestrial-based broadband voice and data services.

·                  In October holders of $36 million aggregate principal amount, or 24%, of the outstanding 5.75% Convertible Senior Notes due 2028 (“Notes”) of Globalstar, Inc. submitted notices of conversion to the trustee in order to convert their Notes into Globalstar common stock in accordance with the terms of the indenture governing the Notes. Globalstar expects to issue approximately 6 million shares of its common stock and pay a nominal amount of cash for fractional shares when the conversion of these Notes is completed.  In addition, after this conversion, $114 million aggregate principal amount of Notes will remain

outstanding.  Globalstar’s aggregate cash interest cost savings through maturity resulting from this transaction will be approximately $35 million

·                  Globalstar signed a $22.7 million contract agreement with Ericsson Federal Inc., a leading global provider of technology and services to telecom operators. According to the contract, Ericsson will work with Globalstar to develop, implement and maintain a ground interface or core network system that will be installed at Globalstar’s satellite gateway ground stations. The all Internet protocol (IP) based core network system is wireless 3G/4G compatible and will link the Globalstar radio access network to the public-switched telephone network (PSTN) and/or Internet.

Total revenue in the third quarter of 2008 was $22.5 million compared to $25.7 million during the same period in 2007.  Total revenue in the nine months ended September 30, 2008 was $67.7 million compared to $74.7 million during 2007.  These decreases are attributable to lower retail ARPU (average revenue per unit) for the 2008 periods compared to the same periods in 2007.

Service Revenue for the third quarter of 2008 was $16.2 million compared to $21.3 million during the same period of 2007.  During the third quarter of 2008, Globalstar recorded an operating loss of $17.4 million and Adjusted EBITDA of ($4.9) million, compared to an operating loss of $0.3 million and Adjusted EBITDA of $8.3 million for the same period in 2007. Service revenue was impacted by lower retail ARPU related to the introduction of new lower priced airtime rate plans designed to retain customers.  (For details concerning Adjusted EBITDA, please see the chart titled “Definition of Terms and Reconciliation of Non-GAAP Financial Measures” found later in this release.)

Service Revenue for the nine months ended September 30, 2008 was $48.8 million compared to $58.7 million during the same period in 2007.  During the first nine months of 2008 Globalstar recorded an operating loss of $41.1 million and Adjusted EBITDA of ($8.6) million, compared to an operating loss of $16.8 million and Adjusted EBITDA of $14.8 million during 2007.

Key financial performance measures (see the chart titled “Definition of Terms and Reconciliation of Non-GAAP Financial Measures” found later in this release) for the three and nine months ended September 30, 2008 were as follows:

·  Gross subscriber increases during the third quarter of 2008 and the nine months ended September 30, 2008 were approximately 19,300 and 62,400, respectively, compared to approximately 15,900 and 40,900, respectively during the same periods in 2007.

·  The average monthly retail churn for the three-month period ended September 30, 2008 dropped to 1.6 percent compared to 2.2 percent during the same period in 2007.  The average monthly retail churn rate for the nine-month period ended September 30, 2008 was 1.6 percent compared to 1.7 percent during the same period in 2007.

Conference Call Note

As previously announced, Globalstar will conduct a conference call scheduled for November 10, 2008 at 5:00 p.m. Eastern Time to discuss the third quarter 2008 results.

About Globalstar, Inc.

With over 325,000 subscribers, Globalstar is the world’s largest provider of mobile satellite voice and data services.  Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The Company’s products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Global customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications.

For more information regarding Globalstar, please visit Globalstar’s web site at www.globalstar.com

###

For further media information:

Globalstar, Inc.

Dean Hirasawa

(408) 933-4006

Dean.hirasawa@globalstar.com

Safe Harbor Language for Globalstar Releases

This press release contains certain statements such as, “We expect to introduce other innovative products for the retail marketplace as we prepare for next year’s launch of our second-generation satellites,” that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, including demand for our products and services, including commercial acceptance of our new Simplex products, including our SPOT Satellite Messenger product, and the ability to retain and migrate our two-way communications services subscribers to our second-generation constellation when it is deployed; our ability to obtain additional financing; problems relating to the construction, launch or in-orbit performance of our existing and future satellites; including the effects of the degrading ability of our first-generation satellite constellation to support two-way communication; problems relating to the ground-based facilities operated by us or by independent gateway operators; our ability to attract sufficient additional funding to meet our future capital requirements including deployment of our second-generation constellation; competition and its competitiveness vis-a-vis other providers of satellite and ground-based communications products and services; the pace and effects of industry consolidation; the continued availability of launch insurance on commercially reasonable terms, and the effects of any insurance exclusions; changes in technology; our ability to continue to attract and retain qualified personnel; worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis; and legal, regulatory, and tax developments, including changes in domestic and international government regulation.

Any forward-looking statements made in this press release speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and we undertake no obligation to update any such statements. Additional information on factors that could influence our financial results is included in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

GLOBALSTAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)
(Unaudited)

Definition of Terms and Reconciliation of Non-GAAP Financial Measures

The Company utilizes certain financial measures that are widely used in the telecommunications industry and are not calculated based on GAAP.  A reconciliation of these measures to GAAP and a discussion of certain other operating metrics used in the industry are presented below.

GLOBALSTAR, INC.

RECONCILIATION OF GAAP TO ADJUSTED

(Dollars in thousands, except ARPU)

(Unaudited)

(1)                                                          Adjusted EBITDA is adjusted to exclude non-cash stock compensation expense, asset impairment charges, foreign exchange gains/(losses), second-generation system development expenses and certain other non-cash charges.  Management uses Adjusted figures for EBITDA in order to manage the Company’s business and to compare its results more closely to the results of its peers.

(2)                                                          Average monthly revenue per unit (ARPU) measures service revenues per month divided by the average number of subscribers during that month.  Average monthly revenue per unit as so

defined may not be similar to average monthly revenue per unit as defined by other companies in the Company’s industry, is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in the Company’s statement of income.  The Company believes that average monthly revenue per unit provides useful information concerning the appeal of its rate plans and service offerings and its performance in attracting and retaining high value customers.

(3)                                                          EBITDA represents earnings before interest, income taxes, depreciation and amortization.  EBITDA does not represent and should not be considered as an alternative to GAAP measurements, such as net income, and the Company’s calculations thereof may not be comparable to similarly entitled measures reported by other companies.

The Company uses EBITDA as a supplemental measurement of its operating performance because, by eliminating interest, taxes and the non-cash items of depreciation and amortization, the Company believes it best reflects changes across time in the company’s performance, including the effects of pricing, cost control and other operational decisions.  The company’s management uses EBITDA for planning purposes, including the preparation of its annual operating budget.  The Company believes that EBITDA also is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of companies in similar industries. As indicated, EBITDA does not include interest expense on borrowed money or depreciation expense on our capital assets or the payment of income taxes, which are necessary elements of the company’s operations.  Because EBITDA does not account for these expenses, its utility as a measure of the Company’s operating performance has material limitations.  Because of these limitations, the Company’s management does not view EBITDA in isolation and also uses other measurements, such as net income, revenues and operating profit, to measure operating performance.

GLOBALSTAR, INC.

SCHEDULE OF SELECTED OPERATING METRICS

(Dollars in thousands, except ARPU)

(Unaudited)

Note:

/1   Includes cash on hand ($12.9 million), Thales escrow ($72.8 million) and undrawn Thermo revolver ($15.0 million).