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 reported event): August 21, 2006
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 (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 recently filed quarterly report on Form 10-Q for the quarter ended June 30,
2006. 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 August 21, 2006 Motient Ventures Holding Inc. ("MVH"), a wholly owned
subsidiary of Motient Corporation ("Motient"), purchased 700,156 shares of
common stock of TerreStar Networks Inc. ("TerreStar") from TerreStar for $21.4
million pursuant to a Stock Purchase Agreement by and between MVH and TerreStar.
This purchase increased Motient's ownership of TerreStar from 54.3% to 55.1% on
a fully diluted basis. Robert Brumley, the President and Chief Executive Officer
of TerreStar, is a member of Motient's Board of Directors. A copy of the
Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K.
TerreStar is a development stage company in the process of building its first
satellite. TerreStar plans to develop an integrated satellite and terrestrial
communications network to provide continuous nationwide wireless services,
including IP-based voice and high-speed data services, throughout the United
States and Canada. TerreStar has contractual rights to receive, from one of its
stockholders, 20 MHz of unshared spectrum throughout the United States in the 2
GHz MSS band, in two separate 10 MHz blocks of contiguous spectrum. This
spectrum is eligible for ancillary terrestrial component, or ATC, authorization,
under which TerreStar can integrate terrestrial wireless services with mobile
satellite services, or MSS. ATC rules and policies permit the re-use of assigned
satellite frequencies terrestrially in order to extend MSS availability, for
example, to many indoor and urban areas where satellite signals cannot be
received reliably.
-2-
Item 2.01 - Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 above is incorporated herein by
reference.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
10.1 Purchase Agreement dated August 21, 2006 by and between Motient
Ventures Holding Inc. and TerreStar Networks Inc.
-3-
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
----------------------
Robert Macklin
Secretary and General Counsel
Date: August 21, 2006
-4-