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 8, 2006 (May 8, 2006)

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)

 

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):

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 8 – Other Events

Item 8.01.  Other Events.

          On May 8, 2006, SkyTerra Communications, Inc. issued a press release announcing that it expects to conduct a rights offering to its stockholders in order to raise approximately $120 million to redeem all of its outstanding Series A Preferred Stock at its liquidation preference. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

          The exhibit to this Current Report on Form 8-K is listed on the Exhibit Index on page 4 hereof, which is incorporated by reference in this Item 9.01(d).

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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: May 8, 2006

By:

/s/ ROBERT C. LEWIS

 

 


 

Name:

Robert C. Lewis

 

Title:

Senior Vice President,

 

 

General Counsel and Secretary

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EXHIBIT INDEX

Number

 

Description


 


99.1

 

Press Release of SkyTerra Communications, Inc., dated May 8, 2006.

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