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 13, 2005
MOTIENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-23044 93-0976127
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
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 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 13, 2005, Motient Corporation ("Motient"), entered into an agreement to
repurchase 500,000 shares of Motient Corporation common stock, $0.01 par value
("Common Stock"), from George Haywood, at a price of $19.90 per share. The
repurchase was completed on May 18, 2005. Mr. Haywood owned approximately 9% of
Motient's outstanding common stock prior to the repurchase. The Purchase
Agreement is filed as Exhibit 10.1 to this Form 8-K.
On May 17, 2005, Motient, repurchased an aggregate of 2.4 million shares of
Common Stock from several different entities (the "Sellers"), at a price of
$19.50 per share. The Sellers (Columbia Capital Equity Partners III (QP), L.P.,
Columbia Capital Equity Partners III (Cayman), L.P., Columbia Capital Equity
Partners III (AI), L.P., Columbia Capital Investors III, LLC, Columbia Capital
Employee Investors III, LLC, Spectrum Equity Investors Parallel IV, L.P.,
Spectrum IV Investment Managers' Fund, L.P. and Spectrum Equity Investors IV,
L.P.), had previously acquired the Common Stock in connection with Motient's
February 9, 2005, acquisition of a portion of the Seller's indirect interests in
Mobile Satellite Ventures, LP. A covenant in the repurchase agreements prohibits
the Sellers from selling all but 200,000 of their remaining shares of Common
Stock purchased in the February 9, 2005 transaction until July 7, 2005, at which
time they may sell an additional approximately 575,000 shares of Common Stock.
The remainder of the Common Stock acquired in the February 9, 2005 transaction
(approximately 1.35 million shares) may not be sold until after November 15,
2005. The Form of Purchase Agreement is filed as Exhibit 10.2 to this Form 8-K.
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ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
10.1 Purchase Agreement dated May 13, 2005 by and between Motient
Corporation and George Haywood
10.2 Form of Purchase Agreement dated May 17, 2005 by and between Motient
Corporation and Columbia Capital Investors III, LLC, et al
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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 19, 2005