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
|