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):
November 10, 2005 (November 10, 2005)
SkyTerra Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-13865 23-2368845
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) Number)
19 West 44th Street, Suite 507, New York, New York 10036
(Address of principal executive offices, including zip code)
(212) 730-7540
(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):
[ ] 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))
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On November 10, 2005, SkyTerra Communications, Inc. (the Company")
issued a press release announcing an agreement to acquire the remaining 50
percent of Class A membership interests of Hughes Network Systems, LLC not
currently owned by the Company from The DIRECTV Group, Inc. and the receipt of
a commitment for $100 million of short term debt financing from the Company's
stockholders, Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV,
L.P. to finance the transaction. A copy of the press release is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
The exhibits to this Current Report on Form 8-K are listed on the
Exhibit Index on page 4 hereof, which is incorporated by reference in this
Item 9.01(c).
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: November 10, 2005 By: /s/ ROBERT C. LEWIS
-----------------------------------
Name: Robert C. Lewis
Title: Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Number Description
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99.1 - Press Release of SkyTerra Communications, Inc., dated
November 10, 2005.