UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 reported event): MAY 3, 2005
MOTIENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 93-0976127
(State or Other Jurisdiction of (IRS Employer
Incorporation) Identification No.)
0-23044
(Commission File Number)
300 KNIGHTSBRIDGE PKWY.
LINCOLNSHIRE, IL 60069
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: 847-478-4200
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration 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))
FORWARD-LOOKING STATEMENTS
This Report on Form 8-K contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding our
expected financial position and operating results, our business strategy, and
our financing plans are forward-looking statements. These statements can
sometimes be identified by our use of forward-looking words such as "may,"
"will," "anticipate," "estimate," "expect," "project," or "intend." These
forward-looking statements reflect our plans, expectations, and beliefs and,
accordingly, are subject to certain risks and uncertainties. We cannot guarantee
that any of such forward-looking statements will be realized.
Statements regarding factors that may cause actual results to differ materially
from those contemplated by such forward-looking statements ("Cautionary
Statements") include, among others, those under the caption "Risk Factors" in
our annual report on Form 10-K for the year ended December 31, 2004, as amended.
All of our subsequent written and oral forward-looking statements (or statements
that may be attributed to us) are expressly qualified by the Cautionary
Statements. You should carefully review the risk factors described in our other
filings with the Securities and Exchange Commission (the "SEC") from time to
time.
Our forward-looking statements are based on information available to us today,
and we undertake no obligation to update these statements. Our actual results
may differ significantly from the results discussed.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(d) On May 3, 2005 the Board of Directors of Motient Corporation
elected C. Gerald Goldsmith to serve on the Board of Directors. Mr. Goldsmith
has not been elected to sit on any committee of the board.
Mr. Goldsmith has been an independent investor and financial advisor
since 1976. He currently serves on the Board of Directors of American Banknote
Inc. and Plymouth Rubber Co., and he is Chairman of Property Corp.
International, a private real estate investment company. He has served as a
director of several banks and NYSE-listed companies and various philanthropic
organizations. He holds an A.B. from the University of Michigan and an M.B.A.
from Harvard Business School.
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 hereunto duly authorized.
MOTIENT CORPORATION
By: /s/ Robert Macklin
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Robert Macklin
Secretary and General Counsel
Date: May 6, 2005