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 event reported):
August
25, 2008 (August 22, 2008)
SkyTerra
Communications, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-13865
|
23-2368845
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
10802
Parkridge Boulevard
Reston,
VA 20191
(Address
of principal executive offices, including zip code)
(703)
390-1899
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Section
1—Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On
August
22, 2008, SkyTerra Communications, Inc. ("SkyTerra"), Mobile Satellite Ventures
L.P. ("MSV LP"), Mobile Satellite Ventures Subsidiary LLC ("MSV LLC"), Harbinger
Capital Partners Master Fund I, Ltd. ("Harbinger Master"), Harbinger Capital
Partners Special Situations Fund, L.P. ("Harbinger Special"), Harbinger Capital
Partners Fund I, L.P. ("Harbinger Fund"), and Harbinger Co-Investment Fund,
L.P.
("Harbinger Satellite Fund", and together with Harbinger Master, Harbinger
Special and Harbinger Fund, "Harbinger") entered into a letter agreement (the
"Agreement") to set forth the framework of certain amendments to the Master
Contribution and Support Agreement between SkyTerra, MSV LP, MSV LLC and
Harbinger, dated July 24, 2008 (the "Master Agreement"), and the Registration
Rights Agreement between SkyTerra and Harbinger, dated July 24, 2008 (the
"Registration Rights Agreement"). The Master Agreement and the Registration
Rights Agreement will be amended to incorporate the terms of the
Agreement.
Pursuant
to the Agreement, SkyTerra and Harbinger have agreed to
amend
the Master Agreement to eliminate Harbinger's contribution to SkyTerra of any
equity interests in TVCC Holding Company, LLC ("TVCC") and
to
eliminate SkyTerra's obligation to issue to Harbinger shares of SkyTerra common
stock in exchange for such contribution. In consideration of the amendment,
SkyTerra has agreed to issue 10.3 million additional shares of SkyTerra voting
common stock to Harbinger if the business combination with Inmarsat plc
contemplated by the Master Agreement is consummated.
The
Agreement also provides that the Master Agreement will be amended so as to
no
longer contain any references, terms, conditions, representations, warranties,
covenants, liabilities or other obligations with respect to TVCC, and that
the
definition of "Registrable Shares" in the Registration Rights Agreement will
be
amended to include the voting common stock to be issued to Harbinger pursuant
to
the Agreement to the extent not already included therein.
The
foregoing summary of the terms and conditions of the Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text
of
the Agreement attached as Exhibit 10.1 hereto,
which is incorporated by reference herein.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
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Number
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Description
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Letter
Agreement with respect to the Master Agreement and Registration Rights
Agreement, dated August 22, 2008
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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 hereto
duly authorized.
Date:
August 25, 2008
Name:
Randy
Segal
Title:
General
Counsel
EXHIBIT
INDEX
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Number
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Description
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Letter
Agreement with respect to the Master Agreement and Registration Rights
Agreement, dated August 22, 2008
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