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): November 8, 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)
|_| 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 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 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 Material Definitive Agreement.
On November 8, 2006, TerreStar Networks Inc., a majority-owned subsidiary of
Motient Corporation, entered into a Launch Services Agreement with Arianespace
for the launch of the TerreStar-1 satellite. Pursuant to the agreement,
TerreStar will initially pay Arianespace $137.5 million for the launch of
TerreStar-1, with a launch window beginning November 1, 2007. The agreement also
includes options for the launch of two additional TerreStar satellites.
TerreStar has the right to terminate the launch with notice to Arianespace and
the payment of a termination fee in an amount that would be determinable based
upon the date TerreStar exercises its termination right.
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/ Jeffrey Epstein
-------------------------------
Jeffrey Epstein
General Counsel and Secretary
Date: November 15, 2006