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): March 4, 2005
MOTIENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23044 93-0976127
(State or Other Jurisdiction (Commission (IRS Employer
of 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
(17CFR 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, 2003 (filed on
July 2, 2004) and quarterly report on Form 10-Q for the quarter ended September
30, 2004. 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.
On March 4, 2005, the board of directors of Motient Corporation elected Barry A.
Williamson to fill a vacancy on the board. Mr. Williamson has not been elected
to sit on any committee of the board.
Mr. Williamson currently serves on the board of Tejas Incorporated and SPACEHAB,
Inc., a commercial and government space services company. Tejas was the
placement agent in our April, July and November 2004 private placements of
common stock.
During the late 1980's and early 1990's, Mr. Williamson served under the Bush
administration at the U.S. Department of Interior as the Director of Minerals
Management Service. During the 1980's, Mr. Williamson served under the Reagan
administration as a principal advisor to the U.S. Secretary of Energy in the
creation and formation of a national energy policy. Mr. Williamson was elected
in 1992 as the 38th Texas Railroad Commissioner and served from January 1993 to
January 1999. He served as the Railroad Commission's Chairman in 1995. Mr.
Williamson began his career with the law firm of Turpin, Smith, Dyer & Saxe in
Midland, Texas and in 1985 established the Law Offices of Barry Williamson and
founded an independent oil and gas company. Mr. Williamson graduated from the
University of Arkansas with a B.A. in Political Science in 1979, and received
his J.D. degree from the University of Arkansas Law School in 1982.
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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: March 7, 2005