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 28, 2007
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 registrant 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))
Item 1.01 - Entry into Material Definitive Agreement.
On March 30, 2007, TerreStar Networks Inc., a majority-owned subsidiary of
Motient Corporation, entered into a Contract for the Design, Development and
Supply of Satellite Base Station Subsystem ("S-BSS") with Hughes Network
Systems, LLC ("HNS"). Pursuant to the agreement, HNS will design, develop,
manufacture and install a turn-key satellite base station subsystem to be
installed at each of TerreStar's two satellite gateway facilities and provide
related services for a fixed price of $44,320,199. The S-BSS will interface with
the integrated Satellite Beam Access Subsystem also being developed by HNS and
will be another component of the satellite network portion of the TerreStar
integrated satellite and terrestrial network.
Item 3.02 - Unregistered Sales of Equity Securities.
On March 28, 2007 Motient exchanged an aggregate of 920,598 shares of its
common stock for 517,195 shares of common stock of TerreStar Networks Inc. with
16 holders of options to purchase shares of TerreStar common stock who exercised
those options and exchanged the underlying shares for shares of Motient common
stock. Motient was obligated to effect the exchange pursuant to certain
obligations relating to Motient's exchange of shares of its common stock for
shares of TerreStar common stock held by certain funds affiliated with Columbia
Capital ("Columbia") and Spectrum Equity Investors ("Spectrum") that was
completed on September 25, 2006. Pursuant to Motient's agreements with Columbia
and Spectrum, as well as provisions in the TerreStar Stockholders Agreement,
Motient was obligated to exchange shares of Motient common stock for shares of
TerreStar common stock held by other TerreStar stockholders on the same economic
terms as the transactions Motient entered into with Columbia and Spectrum. Each
of these former TerreStar option holders waived a closing condition in their
exchange agreement with Motient requiring that a registration statement covering
the resale of the Motient shares they received be effective prior to the closing
of the exchange.
The shares were issued to the former TerreStar option holders who are
accredited investors within the meaning of Rule 501 of Regulation D in reliance
on exemptions from registration under Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder. Appropriate restrictive legends
were affixed to the certificates representing the shares of Motient common stock
issued to the former TerreStar option holders.
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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: April 3, 2007