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): May 19, 2004 (May 18,2004) SkyTerra Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 000-13865 23-2368845 (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification 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) ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Number Description 99.1 Press release issued by SkyTerra Communications, Inc. on May 18, 2004. ITEM 12. Results of Operations and Financial Condition On May 18, 2004, SkyTerra Communications, Inc. issued a press release announcing earnings results for the quarter ended March 31, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this report on Form 8-K. The information in the report, including the exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such a filing. 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. SKYTERRA COMMUNICATIONS, INC. (Registrant) DATE: May 19, 2004 By: /s/ Robert C. Lewis ------------------------ Name: Robert C. Lewis Title: Senior Vice President and General Counsel