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):

June 12, 2006 (June 12, 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 44^th 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 June 12, 2006, SkyTerra Communications, Inc. issued a press release in connection with the declaration by its board of directors of its previously announced special dividend of rights to purchase SkyTerra common stock. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

On June 12, 2006, SkyTerra Communications, Inc. also issued a press release announcing the date of its annual meeting of stockholders and the record date therefor. A copy of the press release is being filed as Exhibit 99.2 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
99.1	Press Release of SkyTerra Communications, Inc., dated June 12, 2006 concerning special dividend.
99.2	Press Release of SkyTerra Communications, Inc., dated June 12, 2006 concerning annual meeting.

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: June 12, 2006	By:	/s/ ROBERT C. LEWIS
	Name:		Robert C. Lewis
	Title:		Senior Vice President, Secretary and
			General Counsel

EXHIBIT INDEX

Number	Description
99.1	Press Release of SkyTerra Communications, Inc., dated June 12, 2006 concerning special dividend.
99.2	Press Release of SkyTerra Communications, Inc., dated June 12, 2006 concerning annual meeting.

EX-99

EXHIBIT 99.1 - PRESS RELEASE

SkyTerra Communications Declares Rights Dividend and Announces Record Date for Rights Offering

New York, New York, June 12, 2006 - SkyTerra Communications, Inc. (OTCBB: SKYT) (“SkyTerra”) announced today that its board of directors has declared a special dividend consisting of rights to purchase 6,861,150 shares of its common stock, to all holders of record of SkyTerra common stock and non-voting common stock as of 5:00 p.m. E.D.T. on June 22, 2006. The subscription price 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 filed with the Securities and Exchange Commission.

In addition, the holders of SkyTerra’s Series A Preferred Stock have agreed to purchase, at the subscription price in the rights offering, such number of shares of SkyTerra’s non-voting common stock equal to the number of shares of common stock not subscribed for by other stockholders in the rights offering, so as to ensure that the aggregate proceeds from the rights offering are sufficient to redeem all of SkyTerra’s outstanding Series A Preferred Stock at a redemption price equal to 100% of its liquidation preference (excluding accrued but unpaid dividends, which will be paid at the time of the redemption from existing cash on hand), of $119,900,700. In addition, if the rights offering is fully subscribed or over-subscribed, SkyTerra will receive additional proceeds of $3,600,000.

A registration statement relating to the securities mentioned in this press release has been filed with the Securities and Exchange Commission but has not yet become effective. 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.

The prospectus relating to the rights offering may be obtained by contacting Robert Lewis, SkyTerra Communications, Inc., 19 West 44th Street, Suite 507, New York, New York 10036.

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 plans and other future events relating to SkyTerra and its subsidiaries. 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 completion of the rights offering 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

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consummate the rights offering or the other transactions referred to in this press release; the impact of legislative and regulatory actions, including without limitation, actions by the Securities and Exchange Commission. We assume no obligation to update or supplement our forward–looking statements.

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

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EX-99

EXHIBIT 99.2 – PRESS RELEASE

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

SKYTERRA COMMUNICATIONS SETS RECORD DATE FOR ITS ANNUAL MEETING

New York, NY June 12, 2006 – SkyTerra Communications, Inc. (OTC BB: SKYT) announced today that its Board of Directors has fixed June 22, 2006 as the record date for its 2006 annual meeting of stockholders.

The Company expects that the annual meeting will be held on or about July 25, 2006.