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): November 10, 2006
MOTIENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23044 93-0976127
(State or Other (Commission (IRS Employer
Jurisdiction 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 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 21, 2006, TerreStar Networks Inc., a majority-owned subsidiary of
Motient Corporation, entered into a Second Amended and Restated Intellectual
Property Assignment and License Agreement dated October 1, 2006 with ATC
Technologies, LLC, a wholly-owned subsidiary of Mobile Satellite Ventures LP
("MSV"). Under the license agreement, ATC Technologies is licensing to
TerreStar, on a worldwide basis for use in the S-Band, all ATC
Technologies-owned and MSV-owned patents, including MSV's patents relating to
Ancillary Terrestrial Component, and TerreStar is licensing to ATC Technologies
and MSV, on a worldwide basis for use in the L-Band, all TerreStar-owned
patents. In addition to patents already issued or pending, the license includes
any future patents owned by either party during the 10 year period ending
September 30, 2016. Except for cost sharing of the expenses for prosecuting and
having the patents issued, the licenses to each party are being provided at no
charge.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On November 10, 2006, Motient named Neil Hazard, its Executive Vice
President, Chief Financial Officer and Treasurer, as its interim Chief Operating
Officer. Mr. Hazard will retain his titles of Executive Vice President, Chief
Financial Officer and Treasurer. Mr. Hazard will continue to serve as Motient's
principal financial and accounting officer.
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Mr. Hazard has served and will continue to serve as Motient's Executive Vice
President, Chief Financial Officer and Treasurer since September 2006. Mr.
Hazard also has served and will continue to serve as Chief Financial Officer of
TerreStar Networks Inc., a majority-owned subsidiary of Motient, where he has
served since July 2006. Mr. Hazard served as Chief Operating Officer from 2001
to 2005 and as Chief Financial Officer from 1996 to 2004 at Primus
Telecommunications Group, a publicly-traded telecommunications company. Mr.
Hazard has served in various finance and product marketing capacities with MCI
Communications Corporation, as Chief Financial Officer of Overseas
Telecommunications, an early-stage international satellite telecommunications
carrier and as Assistant Vice President, Finance for Hughes Network Systems. Mr.
Hazard received a Bachelor of Engineering Science degree from Johns Hopkins
University, a Masters of Science in Computer Systems Management from the
University of Maryland, and an MBA from Harvard University. He is a Certified
Public Accountant and a Certified Management Accountant.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
99.1 Second Amended and Restated Intellectual Property Assignment and
License Agreement by and between TerreStar Networks Inc. and ATC
Technologies, LLC.
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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/ Jeffrey Epstein
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Jeffrey Epstein
General Counsel and Secretary
Date: November 28, 2006