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): February 2, 2005
(January 28, 2005)
SkyTerra Communications, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-13865 23-2368845
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
19 West 44th Street, Suite 507
New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 730-7540
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 a Material Definitive Agreement.
On January 28, 2005, SkyTerra Communications, Inc., a Delaware
corporation (the "Company"), entered into Amendment No. 1 (the "Amendment") to
that certain Contribution and Membership Interest Purchase Agreement dated as
of December 3, 2004 (the "Original Agreement"), among the Company, The DIRECTV
Group, Inc., a Delaware corporation ("Parent"), Hughes Network Systems, Inc.,
a Delaware corporation ("HNS") and Hughes Network Systems, LLC, a Delaware
limited liability company ("Newco"; and collectively, the "Parties").
Pursuant to the terms of the Amendment, the Parties agreed to amend
certain provisions of the Original Agreement regarding (i) certain executory
period covenants of the Parties and (ii) certain conditions precedent to
closing, in each case, as more fully described in the Amendment. The Amendment
is attached as an exhibit hereto and incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document
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10.1 Amendment No. 1, dated January 28, 2005 to
Contribution and Membership Interest Purchase
Agreement dated as of December 3, 2004, by and
among The DIRECTV Group, Inc., Hughes Network
Systems, Inc., SkyTerra Communications, Inc. and
Hughes Network Systems, LLC.
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.
SKYTERRA COMMUNICATIONS, INC.
(Registrant)
Date: February 2, 2005
By: /s/ Robert C. Lewis
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Robert C. Lewis
Senior Vice President and
General Counsel