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): February 27, 2006
MOTIENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23044 93-0976127
(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)
|X| 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,
and quarterly report on Form 10-Q for the quarter ended September 30, 2005. 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 February 27, 2006 the Board of Directors of Motient Corporation
appointed David Grain and David Meltzer to serve on its Board of Directors.
Neither Mr. Grain nor Mr. Meltzer has been elected to sit on any committee of
the Board.
Mr. Grain, 43, has served as the managing member and founder of Grain
Capital, a private equity and venture capital firm that invests primarily in the
wireless telecommunications section since January 2006. From January 2003 to
December 2005, he served as President of Global Signal, Inc. (formerly Pinnacle
Towers), a publicly traded independent wireless communications tower company.
From May 2000 to January 2003, Mr. Grain served as Senior Vice President of AT&T
Broadband's New England region. Mr. Grain holds a B.A. in English from the
College of the Holy Cross and an M.B.A. from the Amos Tuck School at Dartmouth
College with a concentration on Finance and Business Strategy.
Mr. Meltzer, 45, has served as Senior Vice President for International
Services for the American Red Cross since July 2005. From October 2001 to
February 2005, Mr. Meltzer served as General Counsel and Executive Vice
President for Regulatory Affairs and from December 1999 to September 2001 as
Vice President and General Counsel for INTELSAT, Ltd., a publicly traded a
satellite communications company. From 1989 to December 1999, Mr. Meltzer served
in various other positions with INTELSAT, including as Senior Director in the
Corporate Restructuring Division. Mr. Meltzer holds a B.A. in International
Relations from the University of Pennsylvania and a J.D. from George Washington
University National Law Center.
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Item 7.01 - Regulation FD Disclosure.
Motient Corporation issued a press release, dated February 28, 2006, which is
attached hereto as Exhibit 99.1.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated February 28, 2006
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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
Vice President, General Counsel and
Secretary
Date: February 28, 2006