-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J3vdsbJYjwAWyvYwwuEFbr+2xR69TUuCL8aua6+0/tbPoPoy9trNW2tffRrRDndc aIA6j41wt1WzI8vEEFEKnw== 0001341004-07-003091.txt : 20071204 0001341004-07-003091.hdr.sgml : 20071204 20071204163450 ACCESSION NUMBER: 0001341004-07-003091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071204 ITEM INFORMATION: Other Events FILED AS OF DATE: 20071204 DATE AS OF CHANGE: 20071204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SKYTERRA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000756502 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 232368845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13865 FILM NUMBER: 071284081 BUSINESS ADDRESS: STREET 1: 10802 PARKRIDGE BOULEVARD CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-390-1899 MAIL ADDRESS: STREET 1: 10802 PARKRIDGE BOULEVARD CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: RARE MEDIUM GROUP INC DATE OF NAME CHANGE: 19990414 FORMER COMPANY: FORMER CONFORMED NAME: ICC TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL COGENERATION CORP DATE OF NAME CHANGE: 19891005 8-K 1 skyt8k.htm FORM 8-K skyt8k.htm
 

 
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): December 4, 2007 (November 30, 2007)
 
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)

 
10802 Parkridge Boulevard
Reston, VA 20191
 
(Address of principal executive offices, including zip code)
 
 
703-390-1899
 
(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 (see General Instruction A.2. below):
 
[ ] 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.
 
In connection with the transactions consummated in September 2006 to consolidate the ownership and control of Mobile Satellite Ventures LP ("MSV") in SkyTerra Communications, Inc. (the “Company”), on November 30, 2007 Motient Venture Holdings, Inc., a wholly owned subsidiary of TerreStar Corporation (formerly known as Motient Corporation) (“TerreStar”), exercised its option to acquire from the Company 4,447,801 shares of the Company's non-voting common stock in exchange for delivery to the Company of the remaining 1,577,234.42  limited partnership interests in MSV held by TerreStar and its subsidiaries.  This transaction resulted in the Company owning approximately 99.3% of the limited partnership interests of MSV on an undiluted basis and 94.1% on a fully-diluted basis (treasury method).
 
 
 
 
 
 

 

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: December 4, 2007

 
SKYTERRA COMMUNICATIONS, INC.
     
     
 
By:
/s/ ROBERT C. LEWIS
 
Name:
Robert C. Lewis
 
Title:
Senior Vice President, Secretary and
   
General Counsel

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