8-K

                                 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):
                    September 22, 2005 (September 22, 2005)


                         SkyTerra Communications, Inc.
             (Exact name of registrant as specified in its charter)


        Delaware                       000-13865               23-2368845
(State or Other Jurisdiction of  (Commission File Number)   (IRS Employer
    Incorporation)                                        Identification Number)


            19 West 44th Street, Suite 507, New York, New York 10036
          (Address of principal executive offices, including zip code)


                                 (212) 730-7540
              (Registrant's telephone number, including area code)


                                      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 (see General Instruction A.2. below):

[X]   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))




Section 8 - Other Events

Item 8.01 Other Events

         On September 22, 2005, SkyTerra Communications, Inc. issued a press
release in connection with its entry into a non-binding letter of intent with,
among others, Motient Corporation and TMI Communications & Company. A copy of
the press release is being filed as Exhibit 99.1 to this Current Report on
Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

         The exhibits to this Current Report on Form 8-K are listed on the
Exhibit Index on page 4 hereof, which is incorporated by reference in this Item
9.01(c).



                                   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 hereto duly authorized.


Date:  September 22, 2005                By:  /s/ ROBERT C. LEWIS
                                              --------------------------------
                                              Name:   Robert C. Lewis
                                              Title:  Senior Vice President,
                                                      General Counsel and
                                                      Secretary



                                 EXHIBIT INDEX


Number        Description
- ------        -----------

99.1     -    Press Release of SkyTerra Communications, Inc., dated
              September 22, 2005.

EX-99

                                                                   EXHIBIT 99.1

SkyTerra Communications, Inc.         Contact:
19 West 44th Street, Suite 507        Robert Lewis
New York, New York 10036              Senior Vice President and General Counsel
                                      212-730-7540
                                      info@skyterracom.com

         SKYTERRA ANNOUNCES PLANS TO SEPARATE INTO TWO PUBLIC COMPANIES

     o    Stakes in MSV and TerreStar to remain in SkyTerra

     o    SkyTerra stake in HNS and other assets to be distributed

     o    SkyTerra also announces letter of intent to merge with Motient

New York, NY September 22, 2005 - SkyTerra Communications, Inc. (OTC: SKYT)
announced today that it plans to separate into two publicly owned companies:
SkyTerra, which would solely hold SkyTerra's current stake in each of Mobile
Satellite Ventures LP and TerreStar Networks, Inc.; and a newly formed entity
that would own all of SkyTerra's other assets including its managing interest
in Hughes Network Systems, LLC (HNS). This proposed separation, which is
currently expected be completed in late 2005 or early 2006, would be
accomplished by a special dividend distribution of shares of the new entity to
SkyTerra's shareholders of record as of a future record date. SkyTerra also
announced that it had executed a non-binding letter of intent with Motient
Corporation and TMI Communications & Company, among others, that would result
in the consolidation of the ownership of MSV and TerreStar into Motient. This
consolidation would include the merger of SkyTerra, following the special
dividend distribution, into Motient, in a tax-free stock-for-stock merger.

To effect the special dividend distribution, SkyTerra will transfer all of its
assets and liabilities other than its interests in MSV and TerreStar to the
newly formed subsidiary. SkyTerra would then distribute to each of its voting
and non-voting common stockholders shares of the new entity based on the number
of shares of SkyTerra held on a record date to be set by SkyTerra's Board of
Directors (and, in the case of SkyTerra's preferred stock and Series 1-A and
2-A warrants, in accordance with their terms, shares based on the number of
such securities held on an as-converted or as-exercised basis). Immediately
after the distribution, SkyTerra's stockholders will continue to own SkyTerra's
current businesses, but will own them through their ownership in the new entity
and in SkyTerra or, assuming the merger with Motient is completed, in Motient.

In announcing SkyTerra's plans, Jeffrey Leddy, Chief Executive Officer and
President of SkyTerra and the newly formed entity, stated, "We believe that the
separation of our interests in MSV and TerreStar from our interests in HNS and
our other businesses, and the subsequent consolidation of ownership of MSV and
TerreStar into Motient will help maximize shareholder value by enhancing the
ability of each of these businesses to separately access the capital markets
and execute their respective business plans."

The letter of intent with Motient, TMI and other MSV and TerreStar stakeholders
sets out the basic terms of the proposed consolidation of the ownership of MSV
and TerreStar in Motient, which include, among other things, the following:

     o    In connection with all the transactions contemplated by the letter of
          intent, Motient would issue or commit to issue approximately 77
          million shares of common stock in exchange for the outstanding MSV
          interests not already owned by Motient, and approximately 16 million
          shares for the outstanding TerreStar shares not already owned by
          Motient.
     o    All of the outstanding MSV and TerreStar interests not already owned
          by Motient, other than those held by TMI, would be transferred to
          Motient at closing.
     o    TMI would receive the right to exchange its interests in MSV and
          TerreStar at any time at the same exchange ratios that are being
          offered to the other shareholders and would subscribe for shares of a
          new class of Motient preferred stock with nominal economic value but
          having voting rights in Motient equivalent to those TMI would receive
          upon exchange of its MSV and TerreStar interests for Motient common
          stock.
     o    In addition to their receipt of the special dividend, SkyTerra's
          securityholders would receive Motient common stock at an exchange
          ratio reflecting equivalent economic value for MSV/TerreStar as
          received by the other MSV/TerreStar stockholders. In total,
          SkyTerra's common and preferred stockholders would receive
          approximately 26 million shares of Motient common stock. SkyTerra's
          preferred stock would be retired in exchange for Motient common stock
          with a value equal to its liquidation preference and SkyTerra's
          common stockholders would receive the balance of the Motient shares.
     o    The parties anticipate that, after the closing of the transaction,
          TerreStar would likely be spun-off to the shareholders of Motient
          (including those receiving shares in connection with these
          transactions). However, this spin-off would be evaluated following
          the closing of the other transactions, and would only be executed if
          it is judged by Motient's Board of Directors to be in the best
          interests of its shareholders at that time. In the event of a spin
          off of TerreStar, the exchange ratios applicable to TMI's exchange
          right would be modified accordingly.
     o    The boards of Motient, MSV would be reconstituted with nine members
          mutually acceptable to the parties and in full compliance with the
          independence rules and regulations of NASDAQ. TerreStar would have a
          similarly structured board after the completion of the transaction,
          separate from Motient and MSV.
     o    The parties anticipate that Alex Good, CEO of MSV, would become
          Motient's new CEO after the transaction. The parties also anticipate
          that Robert Brumley, CEO of TerreStar, would continue in that role
          after the transaction with TerreStar maintaining its own management.

The special dividend distribution is subject to a number of conditions
including the filing by SkyTerra of a registration statement for the new
company with the Securities and Exchange Commission, SEC clearance, final
approval and the setting of a record date by SkyTerra's Board of Directors.
Consummation of the merger with Motient will require successful completion of
due diligence, negotiation and execution of definitive documentation, Motient
and SkyTerra board and shareholder approval, and various regulatory approvals.
Because the letter of intent is non-binding, the parties have no obligation to
negotiate such documentation or otherwise consummate the transactions.
Therefore, SkyTerra can provide no assurances that the transactions will be
consummated on the currently proposed terms or will ever be consummated, or
that the required corporate or regulatory approvals will be obtained.


FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act, with respect to the SkyTerra's
future performance, operating results, strategy, plans and other future events.
Such statements generally include words such as could, can, anticipate,
believe, expect, seek, pursue, proposed, potential and similar words and terms,
in connection with any discussion of future results, including the SkyTerra's
plans to enter into definitive documents and to conduct the special dividend
and other transactions referred to in this press release. Forward-looking
statements involve a number of assumptions, risks, and uncertainties, any of
which may cause actual results to differ materially from the anticipated,
estimated, or projected results referenced in the forward-looking statements.
In particular, the forward-looking statements of SkyTerra are subject to the
following risks and uncertainties: difficulties, delays, unexpected costs or
the inability to reach definitive documents with respect to, or consummate, the
special dividend and other transactions referred to in this press release; the
success and timing of new products and services; changes in political,
economic, or industry conditions; the unfavorable resolution of material legal
proceedings; the impact and timing of technological changes and the adequacy of
intellectual property protection; the impact of legislative and regulatory
actions, including without limitation, actions by the Federal Communications
Commission; and terrorist activities, international hostilities or natural
disasters, which may affect the general economy as well as the satellite and
other communications markets. We assume no obligation to update or supplement
our forward-looking statements.

STATEMENT REGARDING ADDITIONAL INFORMATION THAT MAY BECOME AVAILABLE

If a transaction is to be proposed to Motient's and SkyTerra's stockholders,
each of Motient and SkyTerra would file with the Securities and Exchange
Commission and distribute to their respective stockholders a Registration
Statement on Form S-4, including a prospectus and proxy/consent solicitation
statement, in connection with any transaction that may result from the
non-binding letter of intent. SkyTerra stockholders would be urged to read
these and any other related documents the corporation may issue. If and when
these documents are filed, they can be obtained for free at the SEC's website,
www.sec.gov. Additional information on how to obtain these documents from
SkyTerra would be made available to stockholders if and when a transaction is
to occur. Such documents are not currently available.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.

SkyTerra, and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies or consents from SkyTerra's
stockholders in connection with any transaction that might be proposed to such
stockholders. Information about the directors and executive officers of
SkyTerra and their ownership of Motient and SkyTerra stock will be included in
the prospectuses and proxy/consent solicitation statements if and when they
become available.