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): May 8, 2006 (May 8, 2006)

SkyTerra Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware	000-13865	23-2368845
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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):

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))

Section 8 – Other Events

Item 8.01.  Other Events.

          On May 8, 2006, SkyTerra Communications, Inc. issued a press release announcing that it expects to conduct a rights offering to its stockholders in order to raise approximately $120 million to redeem all of its outstanding Series A Preferred Stock at its liquidation preference. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

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

2

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: May 8, 2006	By:	/s/ ROBERT C. LEWIS
	Name:	Robert C. Lewis
	Title:	Senior Vice President,
		General Counsel and Secretary

3

EXHIBIT INDEX

Number	Description
99.1	Press Release of SkyTerra Communications, Inc., dated May 8, 2006.

4

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 Communications Announces Proposed Rights Offering

Proceeds To Redeem Preferred Stock

New York, NY, May 8, 2006, SkyTerra Communications, Inc. (OTCBB: SKYT) announced today that it expects to conduct a rights offering to its stockholders in order to raise approximately $120 million to redeem all of its outstanding Series A Preferred Stock at its liquidation preference.  The redemption of the preferred stock is a condition to a transaction to consolidate control and majority ownership of the MSV Joint Venture into SkyTerra which was also announced today. 

In the proposed rights offering, all holders of SkyTerra voting and non-voting common stock will receive one non-transferable right to purchase approximately 0.37 additional shares of common stock of the Company for each share held as of a record date to be established and announced at a later date.  The price at which the additional shares may be purchased will be $18.00 per share.  All stockholders who fully exercise their basic subscription rights will also have an over-subscription right to acquire any shares which are not purchased by other stockholders, subject to a pro rata limitation in the event the rights offering is oversubscribed.  The rights offering is expected to commence promptly following the effectiveness of a registration statement to be filed with the Securities and Exchange Commission.

The cash proceeds from the rights offering will be used to redeem the Series A Preferred Stock.  In addition, the holders of preferred stock have agreed to backstop the rights offering by exchanging for common stock any shares of preferred stock that are not redeemed with cash. This exchange will be at the subscription price in the rights offering.

*    *    *

A registration statement relating to the securities mentioned in this press release will be filed with the Securities and Exchange Commission.  The securities mentioned in the press release may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This press release shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the securities mentioned in the press release in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.